Exhibit 10.01
EMPLOYMENT AGREEMENT
THIS AGREEMENT made effective as of June 15th, 2012.
BETWEEN:
DOMARK INTERNATIONAL INC., a corporation incorporated under the laws of the
State of Nevada, with its head office located at 254 S. Ronald Reagan Blvd.
Suite 134, Longwood, Florida, 32750 (herein after called the
"Corporation").
- AND -
ANDREW S. RITCHIE, an individual residing in London, England (hereinafter
called the "Employee").
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained (the receipt and sufficiency of which are hereby acknowledged
by each of the Corporation and the Employee), the Corporation and the Employee
agree as follows:
ARTICLE 1: APPOINTMENT & EFFECTIVE DATE
1.1 This agreement is effective June 15th, 2012 (the `Effective Date'), at which
time the Employee shall be employed as Chief Executive Officer of the
Corporation for an indefinite period or until terminated under the terms of this
agreement.
1.2 The Employee agrees to serve in the assigned position and to perform
diligently and to the best of Employee's abilities the duties and services
appertaining to such position as determined by Employer, as well as such
additional or different duties and services appropriate to such position which
Employee from time to time may be reasonably directed to perform by Employer.
1.3 As of the Effective Date, the Employee shall be elected as a member of the
Corporation's Board of Directors.
ARTICLE 2: COMPENSATION, BENEFITS AND EXPENSES
2.1 The remuneration payable to the Employee for Services during the Term shall
be payable by the Corporation as follows:
a) An annual salary of no less than $240,000.00 before tax withholding:
to be payable biweekly; in accordance with the Employer's standard
payroll practice for its executives.
b) A $10,000.00 signing bonus.
c) The Corporation agrees to issue to the Employee 150,000 Stock Purchase
Warrants ("Warrants") exercisable to purchase shares in the Common
Stock of the Corporation at US$1.00. The Warrants will be exercisable
for a period of three (3) and can be vested quarterly on a pro rata
basis over twelve (12) months from the date of issue.
d) Employee will be enrolled in the long term Executive Option Plan
("EOP") no later than three (3) months after the Effective Date.
2.2 From and after the Effective Date, Employer shall pay, or reimburse
Employee, for all ordinary, reasonable and necessary expenses which Employee
incurs in performing his duties under this Agreement including, but not limited
to, travel, entertainment, professional dues and subscriptions, and all dues,
fees and expenses associated with membership in various professional, business
and civic associations and societies of which Employee's participation is in the
best interest of Employer.
2.3 During the Term and while Employee is employed by Employer, and in addition
to any group term life insurance otherwise generally provided to executive
employees of Employer, Employer will purchase and maintain at its expense term
life insurance on the life of Employee in the face amount of $2,500,000 payable
to the beneficiary or beneficiaries designated by Employee.
2.4 While employed by Employer, Employee shall be allowed to participate, on the
same basis generally as other employees of Employer, in all general employee
benefit plans and programs, including improvements or modifications of the same,
which on the effective date or thereafter are made available by Employer to all
or substantially all of Employer's executive employees. Such benefits, plans,
and programs may include, without limitation, medical, health, and dental care,
life insurance, disability protection, and qualified retirement plans.
ARTICLE 3: SERVICES
3.1 The Employee shall perform for the Corporation the Services as set forth by
the Board of Directors. The character of the Employee's Services may be changed
from time to time, with the mutual agreement of the parties, and notwithstanding
any such change in the Services, the Term shall continue as set forth in Article
5 of this Agreement.
3.2 The Employee shall serve the Corporation faithfully and to the best of his
ability during the Term and throughout the Term the Employee shall make himself
available at all reasonable times necessary in order to perform the Services.
3.3 The Employee shall obey and carry out all lawful orders and directions given
to him by the Corporation within the scope of the Services and shall obey and
carry out the general working policies and follow the established procedures of
the Corporation.
3.4 The Employee shall, in the performance of this Agreement, comply with all
applicable laws, regulations and orders of the United State of America and of
any State or local subdivision thereof, including, but not limited to, laws,
regulations and orders pertaining to the provision of the Services.
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ARTICLE 4: CONFIDENTIALITY
4.1 The Employee hereby covenants and agrees that he shall not at any time or in
any manner, both during and for one (1) year after the termination of this
Agreement, either directly or indirectly, disclose to any Person, firm,
partnership, entity or corporation, any material, documentation or information
whatsoever which in any manner concerns, affects or relates to the interests and
business of the Corporation or its wholly-owned subsidiaries, unless such
disclosure is in the best interests of the Corporation and approved by the
Board. The Employee acknowledges that the confidentiality of the Corporation's
business interests is of primary importance to the Corporation and that any such
prohibited disclosure thereof is capable of having a material adverse effect
upon the financial interests, opportunities and properties of the Corporation
and its wholly-owned subsidia.
ARTICLE 5: TERMINATION
5.1 Any party may terminate this Agreement without liability or other cause
forthwith by giving notice in writing. The Employee and the Corporation mutually
covenant and agree that a period of 30 days' prior notice of such termination is
fair and reasonable notice of such termination to the Employee or,
alternatively, payment by the Corporation for such Services performed normally
during such 30 days in lieu of such notice, and upon the expiration of the 30
days from the giving of such notice or alternatively from the date of payment of
monies by the Corporation in lieu of such notice, this Agreement shall terminate
and the Employee shall not be entitled to receive any payment, in respect to
termination notice or otherwise, over and above the payment payable by the
Corporation to the date of termination of this Agreement.
5.2 Employee's employment with Employer shall be terminated (i) upon the death
of Employee, (ii) upon Employee's permanent disability (permanent disability
being defined as Employee's physical or mental incapacity to perform his usual
duties as an employee with such condition likely to remain continuously and
permanently); provided, however, that in such event, Employee's employment shall
be continued hereunder for a period of not less than one year from the date of
such disability, but not beyond the end of the Term, with Employee's base salary
during such period to be reduced by any Employer-financed disability benefits.
5.3 If Employee's employment is terminated by reason of a "Voluntary
Termination" (as hereinafter defined), the death of Employee, permanent
disability of Employee (as defined in Section 3.1) or by the Employer for
"Cause", the Employee, or his estate in the case of Employee's death, shall be
entitled to one (1) years base salary from the date of such termination and
shall be entitled to any individual bonuses or individual incentive compensation
not yet paid but due under Employer's plans but shall not be entitled to any
other payments by or on behalf of Employer except for those which may be payable
pursuant to the terms of Employer's employee benefit plans (as hereinafter
defined). A "Voluntary Termination" of the employment relationship by Employee
prior to expiration of the Term shall be a termination of employment in the sole
discretion of and at the election of Employee, other than (i) a termination of
Employee's employment because of a material breach by Employer of any material
provision of this Agreement which remains uncorrected for thirty (30) days
following written notice of such breach by Employee to Employer or (ii) a
termination of Employee's employment within six (6) months of a material
reduction in Employees' rank or responsibility with Employer. For purposes of
this, the term "Cause" shall mean any of (i) Employee's gross negligence or
willful misconduct in the performance of the duties and services required of
Employee pursuant to this Agreement; (ii) Employee's final conviction of a
felony; or (iii) Employee's material breach of any material provision of this
Agreement which remains uncorrected or thirty (30) days following written notice
to Employee by Employer of such breach.
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ARTICLE 6: COMPETITION
6.1 During the Term, as well as for a period of one (1) year after the expiry or
termination of this Agreement, the Employee shall not:
(a) directly or indirectly solicit any customer of the Corporation;
(b) directly or indirectly assist (be it as principal, beneficiary,
servant, director, shareholder, partner, nominee, executor, trustee,
agent, employee, independent contractor, supplier, employee, lender,
financier or in any other capacity whatever) any Person, directly or
indirectly, to solicit any customer of the Corporation; or
(c) have any direct or indirect interest or concern (be it as principal,
beneficiary, director, shareholder, partner, nominee, executor,
trustee, agent, servant, employee, employee, independent contractor,
supplier, creditor or in any other capacity whatever) in or with any
Person if any of the activities of which Person consists of soliciting
any customer of the Corporation, if such solicitation is directly or
indirectly intended to result in a sale of any product or service to
such customer of the Corporation and is directly or indirectly
competitive or potentially competitive with any product or service
then sold or offered by the Corporation or its wholly-owned
subsidiaries.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.
DOMARK INTERNATIONAL INC.
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Per: Name:
Title:
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Witness Andrew S. Ritchie
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