Exhibit 10.1
EMPLOYMENT AGREEMENT - PRESIDENT
This EMPLOYMENT AGREEMENT - PRESIDENT ("Agreement") is made and entered
into in duplicate and shall be effective on April 1, 2004 ("Effective Date"), by
and between Aegis Assessments, Inc., a Delaware corporation (sometimes referred
to herein as the "Corporation" or "Aegis"), and Harold Kenneth Edge
("President").
RECITALS
A. It is the desire of the Corporation to employ a President who will
assume the day-to-day operational management of the Corporation,
assist the Chief Executive Officer in managing the general business of
the Corporation, and establish a National Sales Office in Scottsdale,
Arizona to commercially exploit the Corporation's products and
technologies for commercial facility security and life safety
applications throughout the world, beginning in North America and
Europe.
B. It is further the desire of the Corporation to employ the President to
promote and manage the sales, marketing, development and
implementation of the Corporation's products and technologies,
including but not limited to (i) the Aegis SafetyNet(TM)Mobile Command
Post ("Aegis MCP"), a mobile wireless communication solution and
information-sharing platform for emergency responders, (ii) the Aegis
SafetyNet(TM)Radio Bridge, a stand-alone product in the process of
development which creates a "bridge" between radios operating on
different frequencies, and (iii) new wireless life safety and
commercial security products (for purposes of this Agreement, the
Aegis MCP, the SafetyNet(TM)Radio Bridge, and new products developed
from the Corporation's wireless technology and software, may be
collectively referred to herein as the "Products" or the
"SafetyNet(TM)").
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKINGS HEREIN SPECIFIED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE AS FOLLOWS:
1. Term of Agreement. The respective duties and obligations of the parties
shall commence on the Effective Date and shall continue until and terminate on
December 31, 2006.
2. Duties. Employee shall serve as President of Employer. In his capacity
as President of Employer, Employee shall do and perform all services, acts, or
things necessary or advisable to manage and conduct the business of Employer,
subject to consultation and approval from the Chief Executive Officer and the
Board of Directors. It is contemplated by the parties that the services to be
performed hereunder shall require substantially all of the President's time
during a 40-hour business week. However, provided the President shall devote
such time as is necessary to fulfill his obligations to the Corporation
specified in this Agreement, he may represent, perform services for, and be
employed by, other parties; further provided, however, that such performance by
the President does not interfere with his performance of services to the
Corporation specified in this Agreement. The President shall, among other
things:
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|X| Consult with the Chief Executive Officer (CEO) to devise a short term
(first 3 to 6 months) sales and business development strategy for
SafetyNet(TM) products and technologies. During the first 3 to 6 months, he
shall work closely with the CEO to identify and close initial sales in
order to keep overhead low.
|X| Consult with the CEO to devise an overall long term (3 to 5 year) sales and
business development strategy for SafetyNet(TM) products and technologies
|X| Assist in collecting past due accounts
|X| Assist in establishing and managing a National Sales Office in Arizona,
including identifying appropriate leaseholds, geographic areas, enterprise
zones, and other local incentive programs for setting up new
businesses/business relocation
|X| Assist the CEO in preparing a National Sales Office Operating Budget
|X| Advise the CEO on competing or complementary technologies and/or businesses
|X| Work with existing points of contact ("POCs") for public safety agencies,
including but not limited to state and federal government agencies, which
have a need for Aegis technologies in homeland defense, environmental
protection, and other applications, and co-ordinate joint public/private
purchases
|X| Identify potential product distributors in geographic areas specified by
Aegis management
|X| Assist the company to develop and maintain distribution, reseller, joint
venture, or similar agreements for the products
|X| Assist the Corporation to modify existing Aegis technology to develop new
products
|X| Increase the company's profile and name recognition in various geographic
areas by sponsoring, hosting or participating in the corporate sponsorship
of various promotional and civic events designed to market and promote the
company and its products
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|X| Consult with the CEO (or an officer or employee of Aegis designated by the
CEO) regarding initiatives with the Department of Homeland Security (DHS)
and any agencies consolidated with the DHS
|X| Consult with the CEO regarding new products and technologies
|X| Assist in special projects, as directed by the CEO or Aegis
|X| Perform such other duties as are customarily performed by a President and
such other duties as reasonably arise from the obligations of the President
position specified in this Agreement.
3. Management Power of President. The business affairs of the Corporation
and the operation of the business of the Corporation shall be conducted by the
officers and administrative staff and employees of the Corporation, including
the President, who shall have such power and obligation of direction,
management, supervision or control of the officers, administrative staff or
other employees of the Corporation and otherwise be involved with the management
of the business of the Corporation as determined by the CEO and the Board of
Directors.
4. Authority to Contract; Warranties and Representations. The President
shall not obligate the Corporation to any contract, agreement, undertaking,
commitment or other obligation in excess of $5,000.00 without the advance
express approval and consent of the CEO; and shall not obligate the Corporation
to any contract, agreement, undertaking, commitment or other obligation in
excess of $10,000.00 without the advance express approval and consent of the
Board of Directors.
5. Compensation. As compensation hereunder, the Corporation has issued and
delivered 300,000 shares of its common stock to the President, and shall grant
the President options to purchase up to 1,200,000 additional shares of the
Corporation's common stock, at an exercise price of $3.05 per share, pursuant to
the Aegis Assessments, Inc. 2002 Stock Option Plan ("Options"), which Options
shall vest immediately. Moreover, the Corporation shall allocate a commission of
up to twenty percent (20%) of the gross margin on all sales of its products
(with the gross margin defined as the revenues derived from the sale of products
minus all expenses associated with the cost of goods sold). As additional
compensation for the services to be performed hereunder, the President shall be
entitled to an allocation of all or part of the total commission specified in
this paragraph, as allocated by the Chief Executive Officer of the Corporation
at his sole discretion; provided, however, that such allocation must be
commercially reasonable and consistent with industry practices. Payment of any
commission hereunder is due when the Corporation realizes revenue from the sale
of the products and remains subject to any terms of sale, including chargebacks,
returns, credits. Moreover, such commission shall not be due and payable until
the Corporation has received payment for all such sales in full.
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6. Reimbursement of expenses. The Corporation shall reimburse the President
all reasonable expenses incurred in travel for the Corporation, including
attending client meetings, board meetings and educational courses; provided,
however, that such expenses have been authorized by the CEO.
7. Ability to Enter into Agreement. The President represents that he is
free to enter into this Agreement, and that this engagement does not violate the
terms of any agreement between him and any third party.
8. New Developments. The President agrees that all designs, plans, reports,
specifications, drawings, inventions, processes, and other information or items
produced by the President concerning the development and implementation of the
Products or any new or successor products or technologies (whether relating to
the Aegis MCP, the SafetyNet(TM) radio bridge, the SafetyNet(TM) software, new
products relating to life safety systems, building facility security, or
otherwise) will be assigned to the Corporation as the sole and exclusive
property of the Corporation and the Corporation's assigns, nominees and
successors, as will any copyrights, patents or trademarks obtained by the
President while performing services under this Agreement. On request and at the
Corporation's expense, the President agrees to help the Corporation obtain
patents and copyrights for any new developments. This includes providing data,
plans, specifications, descriptions, documentation, and other information, as
well as assisting the Corporation in completing any required application or
registration.
9. Non-Disclosure of Proprietary and Confidential Information. During the
term of this Agreement, the President may have access to Corporation Proprietary
Information (as used in this Agreement, the term "Corporation Proprietary
Information" shall mean and include, without limitation, any and all marketing
and sales data, plans and strategies, financial projections, client lists,
prospective client lists, promotional ideas, data concerning the Corporation's
services, designs, methods, inventions, improvements, discoveries, designs
whether or not patentable, "know-how", training and sales techniques, and any
other information of a similar nature disclosed to the President or otherwise
made known to the President as a consequence of or through this Agreement during
the term hereof. The term Corporation Proprietary Information shall not include
any information that (i) at the time of the disclosure or thereafter is or
becomes generally available to and known by the public, other than as a result
of a disclosure by the President or any agent or representative of the President
in violation of this Agreement, or (ii) was available to the President on a
non-confidential basis from a source other than the Corporation, or any of the
Corporation's officers, directors, employees, agents or other representatives)
or other information and data of a secret and proprietary nature which the
Corporation desires to keep confidential. The President (and any of his
affiliates, related entities, partners, agents and/or employees) agrees and
acknowledges that the Corporation has exclusive proprietary rights to all
Corporation Proprietary Information, and the President hereby assigns to the
Corporation all rights that he might otherwise possess in any Corporation
Proprietary Information. Except as required in the performance of the
President's duties to the Corporation, the President will not at any time during
or after the term hereof, directly or indirectly use, communicate, disclose,
disseminate, lecture upon, publish articles or otherwise put in the public
domain, any Corporation Proprietary Information. The President agrees to deliver
to the Corporation any and all copies of Corporation Proprietary Information in
the possession or control of the President upon the expiration or termination of
this Agreement, or at any other time upon request by the Corporation. The
provisions of this section shall survive the termination of this Agreement.
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10. Non-Competition and Non-Circumvention by President. In consideration
and recognition of the fact that the President has access to Corporation
Proprietary Information under the terms and provisions of this Agreement and
that the Corporation will be introducing the President to various customers and
potential customers, product manufacturers, retailers and distributors, the
President represents, warrants and covenants to the Corporation as follows:
(a) The President shall at no time disclose to any person, without the
Corporation's prior written consent, any of the terms, conditions or
provisions specified in this Agreement unless such disclosure is
lawfully required by any federal governmental agency or is otherwise
required to be disclosed by law or is necessary in any legal
proceeding regarding the subject matter of this Agreement.
(b) During the term of this Agreement, the President shall not circumvent
the Corporation for the purpose of transacting any business with any
person or entity which business shall interfere with any relationship
whatsoever between such person or entity and the Corporation, or use
any Corporation Proprietary Information to compete with the business
of the Corporation. The President shall not, directly or indirectly
hire, solicit, or encourage to leave the Corporation's employment, any
employee, executive or contractor of the Corporation or hire any such
employee, executive or contractor who has left the Corporation's
employment or contractual engagement within one year of such
employment or engagement. The President shall not hire or engage in
any way, any enterprise or person that competes with, or is engaged in
a business substantially similar to, the business of the Corporation.
(c) The President shall not for a period of one (1) year immediately
following the termination of this Agreement with the Corporation,
either directly or indirectly (i) make known to any person, firm or
corporation the names or addresses of any of the Corporation's clients
or any other information pertaining to them or the Corporation's
products or services; (ii) call on, solicit, or take away, or attempt
to call on, solicit or take away any of the Corporation's clients
either on President's behalf or that of another person, firm or
corporation.
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(d) The President shall not, during the term hereof or for a period of one
(1) year following such term, enter into an agreement or contract
directly with any manufacturer, retailer or distributor introduced to
President by the Corporation for any services provided by the
Corporation herein or for any similar services.
(e) The President acknowledges and agrees that the representations,
warranties and covenants made by the President and set forth in this
section are material and that the Corporation would not enter into
this Agreement without the President's making such representations,
warranties and covenants to the Corporation.
(f) The President acknowledges and agrees that any breach by the President
of the representations, warranties and covenants contained herein will
cause irreparable harm and loss to the Corporation, which harm and
loss cannot be reasonably or adequately compensated in damages in an
action at law. Therefore, the President expressly agrees that, in
addition to any other rights or remedies which the Corporation may
possess, the Corporation shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of the representations,
warranties and covenants made by the President herein.
(g) The terms and provisions of this section shall survive the termination
of this Agreement for a period of one (1) year.
11. Termination. This employment contract may be terminated by:
(a) Mutual agreement of both parties.
(b) Material breach. Either party may terminate this Agreement by
transmitting written notice of termination to the other party
following a material breach of this Agreement. Such termination
shall occur if defaulting party fails to cure such breach within
thirty (30) days of such written notice.
(c) Disability of the President. If the President is permanently
disabled or is otherwise unable to perform his duties because of
sickness, injury, or mental incapacity for a period of ninety
(90) working days, the Corporation shall have the option to
terminate this Agreement.
(d) Discharge for cause. In the event the President commits (i) gross
misconduct, (ii) fraud, or (iii) other acts of criminal conduct,
Aegis may terminate this Agreement immediately upon written
notice.
(e) Death of the President.
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12. Sums Due Upon Death of President. If the President dies prior to the
expiration of the term of this Agreement, any sums that may be due him under
this Agreement as of the date of his death shall be paid to his executors,
administrators, heirs, personal representatives, successors, and assigns as soon
as reasonably practicable, and the appropriate representative(s) of his estate
shall have up to sixty (60) days to exercise any unexercised stock options.
13. Indemnification. Each party shall defend and hold the other party
harmless from and against, and shall indemnify the other party for, any loss,
liability, damage, judgment, penalty or expense (including administrative costs
and expenses, attorney's fees and costs of defense) suffered or incurred by any
person, or to any property, in relation to any action or inaction taken by such
party, whether intentional, negligent or otherwise, or by any of such party's
affiliates, directors, officers, employees, representatives or agents (including
attorneys, accountants and financial advisors).
14. Governmental Rules and Regulations. The provisions of this Agreement
are subject to any and all present and future statutes, orders, rules and
regulations of any duly constituted authority having jurisdiction of the
relationship and transactions defined by this Agreement.
15. Notices. All notices, requests, demands or other communications
pursuant to this Agreement shall be in writing or by facsimile transmission and
shall be deemed to have been duly given (i) on the date of service, if delivered
in person, by a nationally recognized courier service, or by facsimile
transmission (with the facsimile confirmation of transmission receipt serving as
confirmation of service); or (ii) 48 hours after mailing by first class,
registered or certified mail, postage prepaid, and properly addressed as
follows:
If to the Corporation: Aegis Assessments, Inc.
7975 N. Hayden Road, Suite D363
Scottsdale, AZ 85258
If to the President: Harold Kenneth Edge
P.O. Box 5214
Scottsdale, AZ 85261
or at such other address as the party affected may designate in a written notice
to such other party in compliance with this paragraph.
16. Right to Injunction. The parties hereto acknowledge that the services
to be rendered by the President under this Agreement and the rights and
privileges granted to the Corporation under the Agreement are of a special,
unique, unusual, and extraordinary character which gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated by damages in
any action at law, and the breach by the President of any of the provisions of
this Agreement will cause the Corporation irreparable injury and damage. The
President expressly agrees that the Corporation shall be entitled to injunctive
and other equitable relief in the event of, or to prevent, a breach of any
provision of this Agreement by him. Resort to such equitable relief, however,
shall not be construed to be a waiver of any other rights or remedies that the
Corporation may have for damages or otherwise. The various rights and remedies
of the Corporation under this Agreement or otherwise shall be construed to be
cumulative, and no one of the them shall be exclusive of any other or of any
right or remedy allowed by law.
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17. Entire Agreement. This Agreement constitutes the final, complete, and
exclusive agreement between the parties with respect to the subject matter
hereof and supersedes all prior oral and written, and all contemporaneous oral
negotiations, agreements, and understandings. This Agreement may be amended only
by an instrument in writing that expressly refers to this Agreement and
specifically states that such instrument is intended to amend this Agreement and
is signed on behalf of both parties.
18. Execution in Counterparts. This Agreement many be executed in several
counterparts and by facsimile, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
19. Choice of Law and Consent to Jurisdiction. All questions concerning the
validity, interpretation or performance of any of the terms, conditions and
provisions of this Agreement or of any of the rights or obligations of the
parties, shall be governed by, and resolved in accordance with, the laws of the
State of Arizona. Any and all actions or proceedings, at law or in equity, to
enforce or interpret the provisions of this Agreement shall be litigated in
courts having situs within the State of Arizona.
20. Assignability. Except for those portions of this Agreement which are
specifically non-assignable and non-transferable, the attempted assignment or
transfer of which shall constitute a material breach of this Agreement, the
President shall not assign any of his rights under this Agreement, or delegate
the performance of any of his duties hereunder, without the prior written
consent of the Corporation.
21. Consent to Agreement. By executing this Agreement, each party, for
himself, represents such party has read or caused to be read this Agreement in
all particulars, and consents to the rights, conditions, duties and
responsibilities imposed upon such party as specified in this Agreement.
22. Attorney's Fees. In the event of a legal proceeding between the parties
to enforce a provision under this Agreement, the prevailing party to such action
shall be entitled to recover from the other party its reasonable attorney's fees
and costs for participating in the legal action.
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23. Severability. To the extent any provision of this Agreement shall be
determined to be unlawful or otherwise unenforceable, in whole or in part, such
determination shall not affect the validity of the remainder of this Agreement,
and this Agreement shall be reformed to the extent necessary to carry out its
provisions to the greatest extent possible. In the absence of such reformation,
such part of such provision shall be considered deleted from this Agreement and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect. In furtherance and not in limitation of
the foregoing, should the duration or geographical extent of, or business
activities covered by any provision of this Agreement be in excess of that which
is valid and enforceable under applicable law, then such provision shall be
construed to cover only that duration, extent or activities which may validly
and enforceably be covered. To the extent any provision of this Agreement shall
be declared invalid or unenforceable for any reason by any Governmental or
Regulatory Authority in any jurisdiction, this Agreement (or provision thereof)
shall remain valid and enforceable in each other jurisdiction where it applies.
Both parties acknowledges the uncertainty of the law in this respect and
expressly stipulate that this Agreement shall be given the construction that
renders its provisions valid and enforceable to the maximum extent (not
exceeding its express terms) possible under applicable law.
IN WITNESS WHEREOF the parties have executed this Agreement in duplicate
and in multiple counterparts, each of which shall have the force and effect of
an original, on the date specified in the preamble of this Agreement.
CORPORATION: PRESIDENT:
Aegis Assessments, Inc.,
a Delaware corporation
By: /s/ Eric Johnson /s/ Harold Kenneth Edge
---------------- -----------------------
Eric Johnson Harold Kenneth Edge
Its: President
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