EXHIBIT 10.2 EMPLOYMENT AGREEMENT WITH KEITH COMPANY
EMPLOYMENT AGREEMENT
This Employment Agreement (hereinafter "Agreement") is entered into
between View Systems, Inc., whose principal place of business is 9693 Gerwig
Lane, Suite O, Columbia, Maryland 21046, fax (410) 290-5917 ("Employer") and
Keith Company, 26953 Caicos Court, Murrieta California 92563 ("Employee").
In consideration of the employment of Employee by Employer, Employer
and Employee agree as follows:
1. EMPLOYMENT, COMPLETE AGREEMENT, AND MODIFICATION
Commencing April 1, 2000, Employer agrees to employ and continue to
employ Employee and Employee agrees to be employed by Employer on the terms and
conditions set forth herein. This Agreement supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be modified except by a
writing signed both by Employer and Employee.
2. DUTIES
Employee shall perform any and all duties now and hereafter assigned to
Employee by Employer, or performed by Employee whether or not assigned to
Employee. Specifically, Employee will develop a dealers network and ensure
equitable pricing and service practices, identify and sign up product resellers
and dealers, provide to your group necessary sales training and product support,
provide customer service to those signed dealers, resellers and customers,
develop sales representatives for regional support and sales team, distribute
incentive monies through sales driven incentives, and promote View Systems
(collectively, the "Servces"). Employee agrees to abide by Employer's rules,
regulations, and practices, including those concerning work schedules, vacation
and sick leave, as they may from time to time be adopted or modified.
3. COMPENSATION.
(a) MONTHLY CASH PAYMENTS. Employer will pay Employee for
his Services the monthly amount of $4,000 per month. This fee shall be
payable monthly, on the first day of the month for which the services are to
be provided, and shall be subject to periodic review and adjustment by the
Employer. Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that Employee shall be entitled to payments
for periods or partial periods that occurred prior to the date of termination
and for which Employee has not yet been paid and also for other payment
provided under this Agreement.
(b) INCENTIVE BONUS. If Employee procures sales totaling
$1,000,000 at any time during a complete year of service, Employee shall be
entitled to a bonus payment of $20,000 (2% of invoiced sales), which can be
paid, at the sole option of the Employer, either in non-registered common stock
of the Employer at an exchange price equal to the trading price of the stock in
the public market on the date the bonus accrues, or in cash.
(c) OPTIONS. Pursuant to the Stock Option Plan that is adopted
by Employer, Employee shall be granted non-qualified options to purchase shares
of Employer Common Stock, such Options to accrue and to be granted in the event
that Employee is employed and according to the following schedule. This schedule
shall be monthly grants of options to purchase 4,000 shares of Employer's common
stock, with such service deemed to have begun on April 1, 2000. The options
issued under the Employer's Stock Option Plan (beginning March 1, 2000) shall
have a strike or exercise price of $.01 per share. These options are available
for the first three months of employment.
4. COMMISSIONS. In addition to payments as provided in paragraph 3
above, Employer shall be paid commission on sales as provided in this paragraph.
For purposes of this Agreement:
(i) "New Business" shall mean actual sales of Product for
which a purchase order is submitted by the Employee for sale to a
customer, value added reseller, OEM or other strategic partner or account,
provided that (A) the Product being ordered is not the subject of a previous
purchase order or contract for such customer, and (B) the ordering customer has
not ordered or received any Product as a direct result of efforts of other
representatives of Employer.
(ii) "Invoiced Price" shall mean the net invoiced
price for the Products delivered to the customer, as
reflected in the Employer's invoice rendered to the customer, after deduction of
all trade discounts, freight and transportation charges or transportation
allowances, all sales and other taxes, C.O.D. charges, insurance and similar
costs and charges. The Invoiced Price for the Products shall not include any
invoiced charges for services or set-up charges rendered by the Employer or
others, or any invoiced amounts for any samples, development work and
engineering which may be required and paid for by the customer.
(a) Subject to subsection (c) hereof, the Employee shall be
entitled to receive commissions based on the Invoiced Price of deliveries by the
Employer during the term of this Agreement of Products constituting New Business
which are sold to customers pursuant to purchase orders submitted by the
Employee and for which the Employer actually receives payment. The amount of the
commissions shall be: (i) with respect to sales at list price and shipments by
the Employer to an end user of such product; and (ii) with respect to shipments
by the Employer to OEMs, value added resellers and customers to whom the
Employer sells its products at a discount to list will be paid at 4 % of the
Invoiced Price. Additionally, a 2% commission will be paid on the Invoiced Sale
Price on accounts that are managed by Employee at Employer's discretion and fall
within the Employee's regional sales territory, excluding corporate OEM's and
preferred partners, for all other accounts a negotiated percentage will be
agreed upon by Employer and Employee.
(b) The Employer shall have the right to deduct from or charge
back against the Employee's commission account the amount of any commissions
credited or paid to the Employee in respect of Products which have been returned
by a customer, any allowance credited to a customer for any reason and all
allowable deductions made by a customer when remitting payment, such as for
adjustments, discounts and credits. The Employer shall have the right to charge
back against the Employee's commission account a pro rata amount of any
commissions already credited or paid to the Employee when final settlement is
made or completed with a customer on other than a full payment basis. Any such
settlement shall be made at the sole discretion of the Employer. The Employer
shall have the right to deduct from or charge back against the Employee's
commission account a pro rata amount of any commissions previously paid or
credited to the Employee on shipments for which the Employer shall not have been
fully paid by the customer in accordance with the payment terms applicable to
the order, regardless of the reason for such non-payment. If any such sums are
realized at a later date upon said accounts, the Employer will pay the Employee
its percentage of commission applicable to the original sale on the net proceeds
of such subsequent collection.
(c) Commissions shall be payable within 20 days after the end
of each month in which the Employer receives payment of any invoice in respect
of which the Employee is entitled to a commission pursuant to
Section 4(b) above. The Employee shall not be entitled to any advance payments.
(d) The Employer will furnish the Employee, on a monthly
basis, a statement showing the Invoiced Price of shipments to Employer's
customers during the preceding calendar month, the computation of credits and
deductions to the Employee's account and the net balance due.
5. TERMINATION OF EMPLOYMENT
This is an at will employment. Employer may terminate Employee at any
time with or without cause. Employee may terminate Employee's employment at any
time with or without cause. Employer shall provide Employee either thirty (30)
days prior written notice of termination or severance pay in an amount equal to
Employee's salary on date of termination for thirty (30) days. Employee shall
provide Employer thirty (30) days prior written notice of his or her
termination.
6. DUTY TO DEVOTE FULL TIME AND TO AVOID CONFLICT OF INTEREST
Employee agrees that during the period of employment, Employee shall
devote full-time efforts to his or her duties as an employee of Employer. During
the period of employment, Employee further agrees not to (i) solely or jointly
with others undertake or join any planning for or organization of any business
activity competitive with the business activities of Employer; and (ii) directly
or indirectly, engage or participate in any other activities in conflict with
the best interest of Employer.
7. INFORMATION DISCLOSED REMAINS PROPERTY OF EMPLOYER
All ideas, concepts, information, and written material disclosed to
Employee by Employer, or acquired from a customer or prospective customer of
Employer, are and shall remain the sole and exclusive property and proprietary
information of Employer or such customers, and are disclosed in confidence by
Employer or permitted to be acquired from such customers in reliance on
Employee's agreement to maintain them in confidence and not to use or disclose
them to any other person except in furtherance of Employer's business.
8. CONFIDENTIALITY
(a) Definition. During the term of employment with Employer, Employee
will have access to and become acquainted with various trade secrets and other
proprietary and confidential information which are owned by Employer and which
are used in the operation of Employer's business. "Trade secrets and other
proprietary and confidential information" consists of the names of the
Employer's customers and resellers and the nature of the Employer's
relationships with such customers and resellers; the designs, component costs
of, and suppliers to Employer's security and surveillance systems that it has
developed or is in the process of developing: the developments, improvements and
inventions that are or may be produced in the course of the Employer's
operations; the business of the Employer's customers (and resellers) and
potential customers (and resellers) which submit private material to the
Employer for handling and processing; the suppliers of any of the components for
Company's Computer Systems and
the costs of these components; or any other information, not generally known,
concerning the Company or its operations, products, personnel or business,
acquired, disclosed, or made known to you while in the employ of the Company,
which , is used or disclosed, could with reasonable possibility, materially and
adversely affect the business of the Company, or accord to a competitor of the
Company a materialized competitive advantage.
(a) No Disclosure. Employee shall not disclose or use in any manner,
directly or indirectly, any such trade secrets and other proprietary and
confidential information either during the term of this Agreement or at any time
thereafter, except as required in the course of employment with Employer.
Employee shall use his best efforts in complying with this obligation.
7. RETURN OF MATERIAL
Employee agrees that, upon request of Employer or upon termination of
employment, Employee shall turn over to Employer all documents, disks or other
computer media, or other material in his or her possession or under his or her
control that (i) may contain or be derived from ideas, concepts, Creations, or
trade secrets and other proprietary and confidential information as set forth,
or (ii) are connected with or derived from Employee's services to Employer.
8. COVENANT NOT TO COMPETE
a. RESTRICTION. Employee agrees that he or she will not, during the
course of employment or for a period of twelve (12) months commencing upon the
expiration of employment, voluntarily or involuntarily, directly or indirectly,
anywhere in California, Oregon or Washington, assist others to develop, sell and
market digital video security and surveillance systems substantially similar to
the systems and products that are produced (or are in the process of
development) by View Systems, Inc. or its subsidiaries or affiliates, at the
time Employee terminates employment with Employer. This restriction shall apply,
without limitation, to any and all systems Employer or the corporate
subsidiaries that it controls have developed or are in the process of
developing.
b. EMPLOYEE'S ACKNOWLEDGEMENTS AND AGREEMENTS. Employee acknowledges
and agrees that Employer is primarily engaged in the business of digital imaging
systems for video security and surveillance. Employee further acknowledges and
agrees to the reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time, which is a part of
said covenant. Employee also acknowledges and agrees that this covenant will not
preclude Employee from becoming gainfully employed following termination of
employment with Employer.
9. INDUCING EMPLOYEES TO LEAVE EMPLOYER; EMPLOYMENT OF EMPLOYEES
Any attempt on the part of Employee to induce others to leave
Employer's employ, or the employee of Employer's subsidiaries or corporate
affiliates, or any effort by Employee to interfere with Employer's relationship
with its other employees would be harmful and damaging to Employer. Employee
agrees that during the term of
employment and for a period of eighteen (18) months thereafter, Employee will
not in any way, directly or indirectly (i) induce or attempt to induce any
employee of Employer (or its subsidiaries, corporate affiliates) to quit
employment with Employer (or its subsidiaries, corporate affiliates); (ii)
otherwise interfere with or disrupt Employer's (or Employer's subsidiaries,
corporate affiliates) relationship with its employees'; (iii) solicit, entice,
or hire away any Employee of Employer (or Employer's subsidiaries, affiliates);
or (iv) hire or engage any employee of Employer (and its subsidiaries,
affiliates) or any former employee of Employer (and its subsidiaries,
affiliates) whose employment with Employer ceased less than one (1) year before
the date of such hiring or engagement.
10. NONSOLICITATION OF BUSINESS
For a period of twelve (12) months from the date of termination of
employment, Employee will not divert or attempt to divert from Employer (or its
subsidiaries, corporate affiliates) any business Employer (or its subsidiaries,
corporate affiliates) had enjoyed or solicited from its customers during the
eighteen (18) months prior to termination of his or her employment.
11. REMEDIES - INJUNCTION
In the event of a breach or threatened breach by Employee of any of the
provisions of this Agreement, Employee agrees that Employer--in addition to and
not in limitation of any other rights, remedies, or damages available to
Employer at law or in equity shall be entitled to a permanent injunction in
order to prevent or restrain any such breach by Employee or by Employee's
partners, agents, representatives, servants, employees, and/or any and all
persons directly or indirectly acting for or with Employee.
12. SEVERABILITY
In the event that any of the provisions of this Agreement shall be held
to be invalid or unenforceable in whole or in part, those provisions to the
extent enforceable and all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been
included in this Agreement. In the event that any provisions relating to the
time period or scope of a restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or scope such court deems
reasonable and enforceable, then the time period or scope of the restriction
deemed reasonable and enforceable by the court shall become and shall thereafter
be the maximum time period or the applicable scope of the restriction.
13. GOVERNING LAW
This Agreement shall be construed and enforced according to the laws of
the State of Maryland.
14. AGREEMENT READ, UNDERSTOOD, AND FAIR
Employee has carefully read and considered all provisions of this
Agreement and agrees that all of the restrictions set forth are fair
and reasonable and are reasonably required for the protection of the interest of
Employer.
EMPLOYER: EMPLOYEE:
________________________________ __________________________________________
Signature Signature
Gunther Than Keith Company
CEO, View Systems, Inc.
________________________________ __________________________________________
Date Date