EXHIBIT 10.2
to
INTEGRATED DATA CORP FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2006
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 2nd
day of August, 2007 by and between Integrated Data Corp., a Delaware
corporation ("Company"), and David C. Bryan ("Executive").
WHEREAS, Company desires to employ Executive as its President and
Executive desires to be employed by Company, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth and the mutual benefits to be derived herefrom, and intending to be
legally bound hereby, the Company and the Executive agree as follows:
1. Employment and Term. Company hereby employs Executive and Executive
hereby accepts employment for a term commencing on 1 September 2007 and
continuing until 1 September 2010, unless sooner terminated as provided for
in this Agreement. Company and Executive have the option to renegotiate this
Agreement beyond the three-year period. Executive hereby warrants and
represents to Company that he is free to enter into this Agreement and is not
a party to any agreement, written or otherwise, or bound by any restrictions,
which limit or restrict him from entering into this Agreement or performing
the services, duties and responsibilities called for hereunder.
2. Duties.
2.1 Executive shall have the title of President of the Company.
Executive shall perform such executive duties of the Company as are
customarily commensurate with such position, as well as those as may be, from
time to time, requested of him by the Company's Board of Directors ("Board")
or its Chief Executive Officer ("CEO"). Executive shall report to the CEO
and Board. The Company shall indemnify the Executive for all acts performed
as an officer of the Company to the maximum extent permitted by law. The
Company shall maintain Directors & Officers liability insurance in such
amounts as are determined by the Board of Directors, which shall include
coverage of the Executive.
2.2 Except for required travel on Company business, Executive
shall perform his duties and responsibilities in the greater Philadelphia
area. The Company shall furnish Executive with personal computer, Internet
service, telecom service, and such other facilities and services as shall be
suitable to Executive's position and adequate for the performance of his
duties hereunder. Company shall pay for all usage, maintenance, and
reasonable upgrades of such equipment mentioned in this Section.
3. Compensation.
3.1 For all duties and responsibilities to be performed by
Executive hereunder, Executive shall be entitled to receive an annual salary
as set forth below ("Base Salary"). The Base Salary, less any sums required
to be withheld by law, shall be payable in equal monthly installments or such
other more frequent regular installments as the Company may, from time to
time, determine. For purposes hereof, Base Salary shall be:
3.1.1 For the twelve-month period commencing with the date
hereof ("Contract Year 1"), the Base Salary shall be One Hundred Eighty
Thousand Dollars ($180,000) or $15,000 per month.
3.1.2 For Contract Year 2, the Base Salary shall be One
Hundred Ninety-two Thousand Dollars ($192,000) or $16,000 per month.
3.1.3 For Contract Year 3, the Base Salary shall be Two
Hundred Six Thousand Four Hundred Dollars ($206,400) or $17,200 per month.
3.2 At the discretion of the Board, Executive may receive
additional incentive compensation from time to time which can take the form
of cash, grants of the Company's common stock, grants of options to purchase
shares of the Company's common stock, and/or some other form of mutually
agreeable compensation.
4. Fringe Benefits. Company shall pay for or provide the Executive
with the following benefits:
4.1 Executive shall be entitled to take a reasonable amount of
paid time off for vacation, personal, and sick days.
4.2 Executive shall be entitled to paid time off for all Company
holidays.
4.3 Executive and his immediate family shall be entitled to
participate in the Company benefits program for medical insurance and dental
insurance. If no such program exists, the Executive shall have the right to
purchase his own family healthcare insurance and the Company shall reimburse
Executive for all healthcare insurance premiums.
4.4 Executive shall be entitled to participate in any or all
Company-sponsored benefits programs including, but not limited to, long-term
disability insurance, short-term disability insurance, and life insurance.
4.5 Executive shall be entitled to participate in such other
employee benefits maintained by the Company for its senior executives and key
management employees, including all 401(k), pension, profit sharing,
retirement, stock bonus and stock option plans, to the extent Executive is
eligible to participate pursuant to the terms and conditions of such plans.
4.6 Executive shall be reimbursed in a timely manner for all items
of travel, entertainment and miscellaneous expenses which Executive
reasonably incurs in connection with the performance of his duties hereunder,
provided that the Executive submits to the Company such statements and other
evidence supporting said expenses as the Company may reasonably require.
5. Termination of Employment. The employment of Executive and
Company's liability and obligations hereunder shall terminate as follows:
5.1 Death. This Agreement shall terminate immediately upon the
death of Executive. In such event, Executive's estate or the person he
designates in writing shall be paid the balance of any unpaid aggregate Base
Salary remaining under this Agreement or twelve (12) months of Base Salary,
whichever is greater. The Company also shall pay the health insurance
premiums (COBRA or equivalent) for Executive's dependents for a period of
twelve (12) months if such coverage is desired by Executive's dependents.
5.2 Disability. This Agreement shall terminate immediately upon
long-term Disability of Executive. Disability shall exist if, due to a
mental or physical condition, Executive is determined to be unable to perform
his duties and responsibilities hereunder for a continuous period of two (2)
months. Disability shall be conclusively established by written
certification by two (2) licensed, disinterested physicians selected as
mutually agree upon between Company and Executive. In the event the two (2)
physicians disagree, a third physician shall be selected by the two
physicians to break such impasse. The costs associated with the
determination of Disability shall be borne equally between Company and
Executive. In the event of Disability, Executive shall be entitled to
receive his Base Salary in accordance with Section 3 for a period of six (6)
months following the onset of Disability.
5.3 For Cause. The Company may discharge the Executive for Cause
and thereby immediately terminate his employment under this Agreement. For
purposes of this Agreement, Company shall have "Cause" to terminate the
Executive's employment if the Executive, in the reasonable judgment of the
Company:
5.3.1 Willfully fails to perform any reasonable and lawful
directive of the Company's Board of Directors or CEO after Executive is given
written notice of his failure and continues 30 days after Executive's receipt
of such notice to cure such failure.
5.3.2 Materially breaches any of the agreements, duties,
responsibilities or obligations under this Agreement after Executive is given
written notice of his breach and continues 30 days after Executive's receipt
of such notice to cure such breach.
5.3.3 If the Executive engages in misconduct injurious to the
Company as determined in good faith by the Board of Directors.
5.3.4 Is convicted of a felony or any crime involving
larceny, embezzlement or moral turpitude.
5.4 Good Reason/Without Cause. In the event that Executive's
employment is terminated by the Company without Cause (as defined in Section
5.3) for a reason other than Death or Disability, or Executive resigns for
"Good Reason", as defined below, then, in such event the Executive shall be
paid the balance of any unpaid aggregate Base Salary remaining under this
Agreement.
For purposes of this Section 5.4, "Good Reason" shall mean:
(i) An assignment to the Executive of any duties
inconsistent with the Executive's responsibilities, authority or duties
hereunder.
(ii) Failure by the Company to comply with the provisions of
this Agreement.
(iii) Ill health of Executive or a member of his family, or
any other compelling personal circumstance, which, in the mutual discretion
of the Executive and the Chairman of the Company, makes the Executive's
continued employment hereunder impossible, or inappropriate.
5.5 Executive may voluntarily terminate his employment under this
Agreement without Good Reason, as defined in Section 5.4 above, by giving the
Company thirty (30) days prior written notice thereof, and upon the
expiration of such thirty (30) day period, Executive's employment under this
Agreement shall terminate, and Company shall have no further obligation or
liabilities under this Agreement except to pay the Executive the portion, if
any, that remains unpaid of the Base Salary for the period up to the date of
termination. Resignation as defined herein must be in written form to the
Board, witnessed and signed by the Executive.
6. Surrender or Books and Records/Confidentiality.
6.1 Executive acknowledges that all lists, books, records,
literature, products and any other materials owned by Company or its
affiliates or used by them in connection with the conduct of their business,
shall at all times remain the property of Company and its affiliates and that
upon termination of employment hereunder, irrespective of the time, manner or
cause of said termination, Executive will surrender to Company and its
affiliates all such lists, books, records, literature, products and other
materials.
6.2 Confidential Information and Property. The Executive
acknowledges that Company owns, directly or through its affiliates and
subsidiaries, a variety of proprietary information which is confidential,
valuable and essential to the ongoing conduct of Company's business. The
Executive further recognizes that this proprietary information may include,
but is not limited to, project plans, marketing plans, financial information,
and strategic plans. The Executive further recognizes that Company's
proprietary information may appear in written form or in other tangible media
which are not labeled or otherwise identified as being "confidential" or
"proprietary" ("Confidential Property"). Confidential Property, however,
shall not include any information, which (i) is already known to the general
public or (ii) is approved for release by written authorization of the
Company. With respect to Confidential Property, Executive, during the course
of his employment and following the termination of his employment for any
reason, shall:
6.2.1 Retain such information in confidence and refrain from
publishing, making available or otherwise disclosing such information to any
third party except with the prior written consent of an authorized
representative of the Company.
6.2.2 Use all reasonable precautions to assure that such
information is properly protected and disclosed only to other authorized
personnel within the Company for proper use thereby; and
6.2.3 Refrain from making copies of written material or
tangible objects embodying such information, except as (and only to the
extent that) such copies are required in the performance of Executive's
duties for the Company.
Executive further acknowledges that all such Confidential Property is owned
solely by Company, shall remain the exclusive property of Company and that
the unauthorized disclosure or use of such Confidential Property by Executive
will cause irreparable harm to Company. Executive agrees to use or cause
such Confidential Property to be used only in a manner consistent with the
terms and conditions of this Agreement, and not otherwise for the use or
advantage of Executive or others, and Executive shall not communicate or
disclose any Confidential Property to any third persons, except to the extent
required by law, to enforce the Agreement or to obtain confidential legal,
tax, or financial advice with respect thereto.
Upon termination of Executive's engagement, for any reason whatsoever,
Executive must deliver to Company all written and/or tangible materials,
including all copies thereof, embodying any Confidential Property, in
Executive's possession or control, including, but not limited to, letters,
memoranda, reports, notes, notebooks, lists, books of accounts, data, disks,
drawings, prints, plans, specifications, tapes, and other data storage media
and the like.
7. Miscellaneous.
7.1 Any notice, demand or communication required or permitted
under this Agreement shall be in writing and shall be sufficient when
delivered personally, or three (3) days after mailing by registered or
certified mail, return receipt requested, or the next day if sent by
nationally recognized overnight courier with proof of delivery, in each case
postage prepaid, addressed as follows:
If to the Company: Integrated Data Corp.
3422 Old Capitol Trail, Suite 741
Wilmington, DE 19808-6192
Attn: Board of Directors
If to the Executive: David C. Bryan
252 Chamounix Circle
St. Davids, PA 19087-3606
The foregoing addressees may be changed at any time by notice given in the
manner herein provided.
7.2 This Agreement constitutes the entire understanding and
agreement between Company and Executive regarding its subject matter and
supersedes all prior negotiations and agreements, whether oral or written,
between them with respect to its subject matter. This Agreement may not be
modified except by a written agreement signed by the Executive and the
Company.
7.3 This Agreement shall be binding upon and inure to the benefit
of the parties and their respective heirs, executors, successors and assigns,
except that this Agreement may not be assigned by the Executive.
7.4 No waiver by either party of any condition or of the breach by
the other of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach
or a waiver of any other condition, or the breach of any other term or
covenant set forth in this Agreement. Moreover, the failure of either party
to exercise any right hereunder shall not bar the later exercise thereof.
7.5 This Agreement shall be governed by the statutes and common
laws of the State of Delaware, excluding its choice of law Statutes or common
law.
7.6 The headings of the various sections and paragraphs have been
included herein for convenience only and shall not be construed in
interpreting this Agreement.
7.7 If any provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement shall, nevertheless, remain in
full force and effect. If any provision is held invalid or unenforceable
with respect to particular circumstances, it shall, nevertheless, remain in
full force and effect in all other circumstances.
7.8 This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and on behalf of the Company by its duly authorized officers on the date
first above written.
INTEGRATED DATA CORP. EXECUTIVE
By: /s/ Abe Carmel By: /s/ David C. Bryan
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Abe Carmel David C. Bryan
Chief Executive Officer
ATTEST:
By: /s/ Stuart W. Settle, Jr.
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Stuart W. Settle, Jr.
Secretary