EXHIBIT 10.2
EMPLOYMENT AGREEMENT
AGREEMENT, made as of June 13, 2005, between CompuPrint, Inc., a North
Carolina corporation, the parent corporation of Terra Insight Corporation, a
Delaware corporation ("Employer"), and Dmitry Vilbaum, an individual residing at
15 Groton Street, Forest Hills, New York ("Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee and Employee
desires to be employed by Employer upon the terms and conditions hereinafter set
forth;
NOW THEREFORE, in consideration of the agreements herein contained, the
parties hereto agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee, and Employee hereby
agrees to serve, as Chief Operating Officer of Employer, or such other position
and with such title as Employer may reasonably designate, for the Term of
Employment (as defined in Section 2). Employee agrees to perform such services
as are customary for such position or for such other position as shall from time
to time be assigned to Employee by Employer's Board of Directors or its
designee, and, in the absence of such assignment, such services customary to
such position as are necessary to the operations of Employer. Employee further
agrees to use Employee's best efforts to promote the interest of Employer and to
devote Employee's full time and energies to the business and affairs of Employer
during the Term of Employment.
2. TERM OF EMPLOYMENT. The employment hereunder which shall commence on
the date of the execution of this Agreement and shall continue for a term of
three (3) years (the "Term of Employment"), unless earlier terminated: (a) upon
death of Employee; (b) at the option of Employer upon 60 days' prior written
notice to Employee, in the event Employee, by reason of physical injury or
illness, is unable to materially perform his duties hereunder for a period of 60
days and has no proof of expectation of returning to work within a reasonable
time thereafter; (c) at the option of Employer before one year, on ninety days
notice and with ninety days severance pay; (d) at the option of Employer after
one year on ninety days notice; or (e) upon the discharge of Employee by the
Board of Directors of Employer for "cause" (as defined in Section 8 hereof). The
Term of Employment may be extended for successive three year periods at the
option of Employer.
3. COMPENSATION.
A. Base Salary. As compensation for the services to be provided
hereunder and in consideration of Employee's agreement not to compete as set
forth in Section 4, during the Term of Employment, Employer shall pay Employee a
salary at the rate of $125,000 (One Hundred Twenty Five Thousand Dollars) per
annum, or such other salary as may be established
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by Employer's Board of Directors, which shall be payable in appropriate
installments to conform with the regular payroll dates for salaried personnel of
Employer. Employee's salary shall increase to the rate of $185,000 per annum
during the Term following the first month in which the Employer's revenues from
operations received during such fiscal year exceeds $5,000,000, as reported by
the Employer's independent accountants; and, such salary shall increase to the
rate of $245,000 per annum during the Term following the first month in which
the Employer's revenues from operations received during such fiscal year exceeds
$10,000,000; however, if Employer's revenues subsequently decrease to below
either of such levels in any twelve month period, Employee's salary shall return
to such former level as was applicable at such lower level of revenues.
B. Bonus. Employee shall, during the term of this Agreement, be
entitled to such bonuses as the Board of Directors of Employer, in its sole
discretion, shall determine from time to time, which may be in the form of stock
options.
C. Incentive Earnings Bonus. In addition to any bonus to be
determined by the Board of Directors, Employee is eligible for certain incentive
bonuses contingent upon certain milestones. Employee is hereby granted five year
options to purchase a total of 413,333 shares of Employer's common stock (the
"Options"). These Options will vest, subject to continued employment of Employee
by Employer, as follows: three-quarters of the Options shall vest on the first
anniversary date of this Agreement; an additional one-eight of the Options shall
vest on the second anniversary date of this Agreement; and the remaining
one-eight of the Options shall vest on the third anniversary date of this
Agreement. These Options are exercisable at an exercise price of $0.80 a share.
These Options are cumulative and are subject to anti-dilution rights.
D. Payment Upon Early Termination. In the event of the resignation
of employment by Employee or the early termination of employment for any reason
specified in Section 8 hereof, Employer shall no longer be obligated to make any
payments of compensation to Employee or Employee's estate under this Agreement.
However, any salary or bonus earned and/or vested for prior periods, but not yet
paid, shall be paid by Employer to Employee or Employee's estate. Options that
have not yet vested at the time of any termination shall be deemed cancelled and
Employee shall have no rights thereto. Notwithstanding anything to the contrary
herein, if terminated by Employer without cause in the first year of the Term of
Employment, Employee shall receive 90 days' notice thereof and 90 days' salary
as severance payment, in full satisfaction of Employer's obligations under this
Agreement. Notwithstanding anything to the contrary herein,if terminated by
Employer without cause, all Options granted pursuant to Section 3(C) shall vest
immediately.
E. Medical Insurance Coverage. Employer shall provide medical
insurance coverage to Employee consistent with Employer's policies, and provided
that Employee is reasonably eligible for such coverage, up to a cost of $2,000 a
month to Employer.
F. Vacation. Employee shall be entitled to four weeks vacation per
year.
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4. COVENANT NOT TO COMPETE; INTELLECTUAL PROPERTY; CONFIDENTIALITY.
A. Covenant Not to Compete and Solicit. During the Term of
Employment, Employee will not, within any jurisdiction in which Employer or any
affiliate conducts its business operations, or, in any way materially competing
with Employer, directly or indirectly, own, manage, operate, control, be
employed by or participate in the ownership, management, operation or control
of, or be connected in any manner with, any business of the type or character
engaged in or competitive with that conducted by Employer. The decision of
Employer's Board of Directors as to what constitutes a competing business shall
be final and binding upon Employee, and such decision shall be made in good
faith, or as adjudicated in a court of law. Employee confirms that the Employer
presently conducts business operations based on the collection, study and
analysis of geological-geophysical materials, and other information, related to
the existence, location, exploration or recovery of natural resources or other
matter wherever it may be located. For these purposes, ownership by Employee or
any affiliate of Employee of securities of a public company not in excess of one
percent (1%) of any class of such securities shall not be considered to be
competition with Employer.
For a period of three (3) years after termination of
Employee's employment with Employer, except with Employer's specific written
permission, which shall not be unreasonably withheld, Employee further agrees to
refrain from interfering with the employment relationship between Employer and
its other employees by soliciting any of such individuals to participate in
independent business ventures and agrees to refrain from soliciting business
from any client or prospective client (as disclosed in a list to be provided to
Employee by Employer at the time he ceases to be employed, which list shall be
binding upon Employee) of Employer's for Employee's benefit or for any other
entity, if such solicitation shall be in competition with the Employer or
materially harmful to the business of Employer.
It is the desire and intent of the parties that if any
provisions of this Section 4(A) shall be adjudicated to be invalid or
unenforceable, this Section 4(A) shall be deemed amended to delete therefrom
such provisions or portion adjudicated to be invalid or unenforceable, such
amendment to apply only with respect to the operation of this paragraph in the
particular jurisdiction in which such adjudication is made.
B. Intellectual Property. During the Term of Employment, Employee
will disclose to Employer, all ideas, inventions and business plans developed by
Employee during such period which directly relate to the business of Employer,
including without limitation any such process, operation, product or improvement
which may be patentable or copyrightable. Employee agrees that such will be the
property of Employer, and that Employee will, at Employer's request and cost, do
whatever is necessary to secure the rights thereto by patent, copyright or
otherwise to Employer.
C. Confidentiality. Employee agrees to not divulge to anyone (other
than Employer or any other persons employed or designated by Employer) any
knowledge or information of any type whatsoever of a confidential nature
relating to the business of Employer
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or any of its subsidiaries or affiliates, including without limitation all types
of trade secrets. Employee further agrees not to disclose, publish or make use
of any such knowledge or information of a confidential nature without prior
written consent of Employer.
D. Separate Agreement. Notwithstanding anything to the contrary
herein, Employee and Employer also shall enter a separate agreement in the form
annexed hereto as Exhibit A.
5. REIMBURSEMENT OF EXPENSES. Employee shall be entitled to be reimbursed
for reasonable travel and other business related expenses incurred in connection
with Employee's services to Employer pursuant to and during the Term of
Employment, provided such expenses have been approved for reimbursement, in
writing, upon a basis consistent with the policies established or announced by
Employer. During the Term, if and to the extent permissible under Sarbanes-Oxley
Act of 2002, Employee shall have the use of a credit card furnished by the
Employer with a $5,000 credit limit, which shall be used by the Employee for
approved Employer expenses only. Employee shall account to Employer for all
expenses incurred on such credit card. Employee acknowledges that he understands
Section 402 of the Sarbanes Oxley Act of 2002 which may make it unlawful for a
public company such as the Employer, directly or indirectly, to extend credit,
maintain credit or arrange for the extension of credit in the form of a personal
loan to or for the benefit of any director or executive officer, and that, use
of a company credit card for personal expenses may violate Section 402, and that
such violation shall be a basis for termination for cause. Employer shall
provide Employee with a cellular telephone or other communications device as the
Employer shall determine during the Term, which shall be used for business
purposes only.
6. BREACH BY EMPLOYEE. Both parties recognize that the services to be
rendered under this Agreement by Employee are special, unique and extraordinary
in character, and that in the event of a breach by Employee of the terms and
conditions of this Agreement to be performed by Employee, or in the event
Employee performs services for any person, firm, corporation or other entity
engaged in a competing line of business with Employer, or otherwise breaches
this Agreement, Employer shall be entitled, if it so elects, to take all
actions, either in law or in equity, that it deems necessary to protect its
rights and interests. In the event that the Employee breaches this Agreement or
advances an action, either in law or equity, that is adjudicated or results in a
judgement in favor of the Employer, Employee shall reimburse Employer for
reasonable costs and expenses, including reasonable attorneys' fees.
7. BREACH BY EMPLOYER. In the event that the Employer breaches this
Agreement or advances an action, either in law or equity, that is adjudicated or
results in a judgement in favor of the Employee, Employer shall reimburse
Employee for reasonable costs and expenses, including reasonable attorneys'
fees.
8. TERMINATION FOR CAUSE. Employer may terminate Employee for cause upon
prior written notice to Employee. For purposes of this Agreement, an event or
occurrence constituting "cause" shall mean:
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A. Employee's willful failure or refusal after notice thereof, to
perform specific directives of Employer, when such directives are consistent
with the scope and nature of Employee's duties and responsibilities as set forth
in Section 1 and elsewhere herein;
B. Dishonesty of Employee affecting Employer;
C. Employee's conviction of a felony or of any crime involving moral
turpitude, fraud or misrepresentation;
D. Any conduct of Employee resulting in substantial loss to
Employer, substantial damage to Employer's reputation or theft from Employer;
E. Other than physical injury or illness, Employee's failure to
perform the duties and responsibilities under this Agreement; or
F. Any material breach (not covered by any of the clauses (A)
through (E)) of any of the provisions of this Agreement, causing material damage
to Employer, if such breach is not cured within ten days after written notice
thereof to Employee by Employer.
9. ASSIGNMENT. This Agreement is a personal contract and, except as
specifically set forth herein, the rights and interests of Employee herein may
not be sold, transferred, assigned, pledged or hypothecated by Employee. The
rights and obligations of Employer hereunder shall be binding upon and run in
favor of the successors, assigns and licensees of Employer. In the event of any
attempted assignment or transfer of rights hereunder contrary to the provisions
hereof, Employer shall have no further liability for payments hereunder.
Employee specifically consents to assignment of this Agreement by Employer
pursuant to any reorganization or business combination that Employer may effect
hereafter.
10. GOVERNING LAW; CAPTIONS. This Agreement contains the entire agreement
between the parties and shall be governed by the laws of the State of New York.
It may not be changed orally, but only by agreement in writing signed by the
party against whom enforcement of any waiver, change, modification or discharge
is sought, and consented to in writing by the Employer. Employee acknowledges
that significant business and financial transactions are occurring in, and will
occur in or have significant contact with the State of New York that relate to
the business of the Employer. Any dispute shall be resolved in the courts
located in the County of New York in the State of New York. Employer and
Employee consent to service of process in connection with enforcement of this
Agreement by receipted overnight mail. Section headings are for convenience or
reference only and shall not be considered a part of this Agreement.
11. PRIOR AGREEMENTS. This Agreement supersedes and terminates all prior
agreements between Employer and Employee relating to the subject matter herein
addressed.
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12. NOTICES. Any notice or other communication required or permitted
hereunder shall be sufficiently given if delivered in person to Employer by
delivery to its Chairman of the Board of Directors or sent by telex, telecopy or
by registered or certified mail, postage prepaid, or by overnight mail,
addressed to the address set forth at the beginning of this Agreement.
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IN WITNESS WHEREOF, Employer has by its appropriate officer signed this
Agreement and Employee has signed this Agreement, on and as of the date and year
first above written.
EMPLOYER: COMPUPRINT, INC.
TERRA INSIGHT CORPORATION
By: /s/ Roman Rozenberg
--------------------------------------
Roman Rozenberg, Chief Executive Officer
EMPLOYEE: DMITRY VILBAUM
/s/ Dmitry Vilbaum
-----------------------------------------
Dmitry Vilbaum
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EXHIBIT A
AGREEMENT BETWEEN DMITRY VILBAUM AND
COMPUPRINT, INC./TERRA INSIGHT CORPORATION
This AGREEMENT is made as of June 13, 2005, by and between Dmitry Vilbaum
(the "Obligor") and COMPUPRINT, INC. and TERRA INSIGHT CORPORATION
(collectively, the "CORPRATION").
WHEREAS, the CORPORATION is engaged in business operations based on the
collection, study and analysis of geological-geophysical materials, and other
information, related to the existence, location, exploration or recovery of
natural resources or other matter wherever it may be located, which is based
upon proprietary technology and know-how (the "Property");
WHEREAS, the CORPORATION has financed the development of the Property, at
significant expense to it;
WHEREAS, the CORPORATION owns or licenses all intellectual property and
other rights to the Property;
WHEREAS, Obligor through his relationship as an employee of the
CORPORATION has and will have access to, may become privy to, and may develop,
information and technology relating to the Property that is of a proprietary and
confidential nature, the disclosure of which would be harmful to the
CORPORATION, and would cause extreme financial loss and hardship;
WHEREAS, Obligor acknowledges that the Property is unique and of great
value, and that a breach of this Agreement shall cause the CORPORATION and its
members substantial and irreparable harm, and therefore, if it is found that
Obligor breaches this Agreement in any manner, Obligor agrees that the
CORPORATION will suffer substantial damages for which the Obligor would be
responsible;
WHEREAS, the Obligor acknowledges that, pursuant to his relationship with
the CORPORATION the Obligor may be introduced to persons or entities that may
attempt to hire Obligor (and/or his affiliates) as their employee or as a
consultant;
WHEREAS, the Obligor acknowledges that, if Obligor (and/or his affiliates)
was to be employed by or perform services for a person or entity in competition
with the CORPORATION, or with whom the CORPORATION has or negotiates for any
contractual relationship, the CORPORATION would be subject to irreparable harm;
and
Now, therefore, in consideration of the agreements contained herein, the
parties hereto agree as follows:
1. The parties unequivocally agree that the Property is the material asset
of the CORPORATION and is of a special sensitive, confidential, and unique
nature.
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2. The term "Property" includes everything related to the creation,
development, marketing, and use of business operations based on the collection,
study and analysis of geological-geophysical materials, and other information,
related to the existence, location, exploration or recovery of natural resources
or other matter wherever it may be located, including, but not limited to,
reports, assessments, mathematical and computer structure-metric simulation,
forecast interpretation, diagrams, layouts and maps, the tangible and intangible
aspects of software, any patent(s), trademark(s) and copyright applications
thereof, drawings, documentation, files, prototypes, models, computer disks,
processes, technologies, software and hardware, or hard drives containing
information about the business or its operations, as well as any special
know-how, unwritten information, or goodwill related to the business of the
CORPORATION or to the development and operations of the business of the
CORPORATION.
3. The term "Confidential Information" shall mean Information regarding
the CORPORATION and the Property, including, but not limited to, Information
relating to the business, operations, assets, properties, financial condition,
plans and prospects, including, without limitation, information relating to
customers, prospective customers, clients, prospective clients, vendors,
operations, designs, prototypes, processes, techniques, business concepts,
methodologies, plans, prospects, agreements, business records, information
relating to intellectual property, marketing and sales strategies, pricing
strategies, third party contracts facilities, financial information, programs,
computer programs, source codes, object codes, algorithms and the related
documentation, software designs (in each case regardless of the medium in which
it is maintained or stored), processes, technologies, software and hardware, all
tangible and intangible data, manuals, specifications, engineering information,
technical information, patent applications and any other information which gives
each respective party an advantage over its competition, together with all
reports, summaries, studies, compilations and other documentation which contain
or otherwise reflect or are generated from any of the foregoing formulations,
business affairs and finances, employees, operations, facilities, consumer
markets, products, capacities, and business methodologies.
4. The term "Information" shall mean materials, data, or information in
any form, whether written, oral, digital, or otherwise, provided by or obtained
from the CORPORATION.
5. The parties acknowledge that the CORPORATION has and owns all rights to
the Property. Obligor acknowledges that he and his affiliates have no
proprietary interest in the Property or any other form of right, title, or
interest to the Property. Obligor expressly agrees that any and all work and
services performed or to be performed by Obligor (and/or his affiliates) in
connection with the Property have been or will be, from their inception,
entirely the property of the CORPORATION, its successors and assigns, absolutely
and forever, whether now known or hereafter created, and for any and all uses
and purposes, now known or that may come into existence, free from any claims of
Obligor (and/or his affiliates) or any person deriving any rights from Obligor.
To the extent that Obligor may not be deemed an employee of the CORPORATION,
Obligor acknowledges and agrees that any work or services rendered or to be
rendered by Obligor (and/or his affiliates) in connection with the Property
shall be deemed a "work made for hire" within the meaning of the United States
Copyright Act. Furthermore,
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Obligor hereby irrevocably assigns to the CORPORATION any and all claims to the
Property, including any interest in the copyright thereof. Obligor may not use
or benefit from the Property in any manner that is unrelated to his work with
the CORPORATION.
6. It is herein acknowledged by the Obligor that the Confidential
Information is in all respects of a confidential nature and that any disclosure
of the same or use of the same by the Obligor for purposes not specifically
authorized by the CORPORATION will involve or cause harm or damage to the
CORPORATION. The Obligor covenants that the Obligor will not use, publish,
disclose, appropriate or communicate, directly or indirectly, the Confidential
Information, either in whole or in part, for any purpose other than those agreed
upon by the CORPORATION. Should Obligor cease to be an employee of the
CORPORATION or its assigns or successors, the Obligor shall return all records,
documents, and memoranda furnished pursuant thereto, to the CORPORATION, and
will neither make nor retain any copy, reproductions, or record thereof.
7. Obligor agrees that no effort shall be made to circumvent the terms and
conditions of this Agreement to gain employment of any kind, particularly with
anyone introduced to Obligor by the CORPORATION, or in competition with the
CORPORATION, or to gain a fee, a commission, remuneration, consideration or any
other benefit. Obligor agrees not to, in any way, circumvent this Agreement by
making or attempting to make any direct or indirect contact with any person
regarding the Property without prior written permission from the CORPORATION.
Obligor agrees not to, in any way, circumvent this Agreement by making or
attempting to make any direct or indirect business dealings with any person that
has a business relationship with the CORPORATION without prior written
permission from the CORPORATION. Obligor will not become engaged in any business
or activity which is directly or indirectly in competition with any products
sold by the CORPORATION, without the express written consent of the CORPORATION.
Obligor will not, either directly or indirectly, for Obligor or any third party,
solicit, induce, recruit, or cause another person to terminate his registration
or employment relationship with the CORPORATION for the purpose of joining,
associating or becoming employed with any business or activity which is in
competition with any product or service sold, or any business or activity
engaged in, by the CORPORATION, without the express written consent of the
CORPORATION.
8. The CORPORATION is entitled to seek any and all legal remedies if
circumvention of this Agreement occurs, including, but not limited to, any and
all court or arbitration costs, reasonable attorneys' fees and any other costs
or charges reasonably necessary to resolve the controversy. The CORPORATION is
entitled to enforce the specific performance of this Agreement for breach or
threatened breach of this Agreement, including injunctive relief without proving
actual damage. It is understood and agreed that the circumvention of this
Agreement will cause harm not compensable in money damages, and that such
disclosure or threatened disclosure justifies immediate, provisional
(injunctive) relief without necessity of posting bond and without proving actual
damage. Obligor further agrees that the availability or grant of such relief
shall not preclude or affect other remedies.
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9. This Agreement constitutes the entire agreement between the parties and
supersedes any prior written or oral agreements between the parties. There are
no representations, arrangements, understandings, oral or written, between the
parties which relate to this subject that remain in force following execution of
this Agreement.
10. No provision of this Agreement shall be deemed waived, amended or
modified by any party, unless such waiver, amendment or modification is made in
writing and signed by both parties.
11. If any provision of this Agreement is held to be void, invalid or
unenforceable, the remaining provisions of this Agreement shall remain in full
force and effect.
12. The CORPORATION shall have the unlimited right to assign this
Agreement, or any of the rights it acquires hereunder.
13. This Agreement shall be governed by and construed under the laws of
the State of New York. The parties agree that any action arising under this
Agreement may be brought in state or federal court sitting in New York County
located in the State of New York, agree to accept service in any proceedings
related hereto by receipted overnight mail, further agree to submit to the
jurisdiction of such court, and agree that venue is proper in New York, New
York. The parties are entitled to seek any and all legal remedies if
circumvention of this Agreement occurs, including, but not limited to, any and
all court or arbitration costs, reasonable attorneys' fees and any other costs
or charges reasonably necessary to resolve the controversy.
14. This Agreement will remain in effect for the greater of three years
from the date of this Agreement, three years from the completion of the last
transaction involving both parties, three years from the Obligor's last receipt
of any payment from the CORPORATION or three years from Obligor ceasing to be an
employee of the CORPORATION. After termination, the provisions of this Agreement
with respect to confidentiality, non-circumvention and disclosure will remain in
effect for three years.
15. This Agreement may be executed in counterparts, and the facsimile
transmission of an executed counterpart to this Agreement shall be effective as
an original.
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t 6 0 IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to sign this Agreement as of the date first stated above.
THE CORPORATION: COMPUPRINT, INC.
TERRA INSIGHT CORPORATION
By: /s/ Roman Rozenberg
-------------------------------------
Roman Rozenberg, Chief Executive Officer
THE OBLIGOR: DMITRY VILBAUM
/s/ Dmitry Vilbaum
-----------------------------------------
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