Exhibit 10.6
Prins Ralston
80 Windermere Ave
Sinnamon Park
Qld, 4073
29 November 2004
Dear Prins
This letter formalises your appointment as Chief Operating Officer (COO) with
Fit For Business (Australia) and Fit For Business (Inc) ("Companies"). The
position is on a full-time basis.
Further details of your appointment are as follows:
o Position and job description
You position with the Companies will be Chief Operating Officer. In this role
your responsibilities will include:
o Establish and develop the fit for business personnel, structures,
operating processes and systems in countries which the Companies
operate in;
o Lead and manage the personnel of the companies;
o Manage the financial affairs of the companies; and
o Manage the legal and governance affairs of the companies.
o Commencement
Your commencement date will be the fourth January 2005.
o Remuneration
Your commencing remuneration will be AUD $170, 000 per annum plus superannuation
of 9%. Your salary will be paid each fortnight, through direct deposit to a bank
account that has been nominated by you. Your salary will be reviewed annually in
June. Your salary will increase by at least 3% on 1 July 2005 where you meet
your agreed performance criteria.
o Bonus
A bonus payment will be paid to you of AUD $20,000 providing that Fit For
Business Inc company meets its budget.
o Stock Options
As a joining incentive 30,000 stock options will be issued to you in Fit For
Business Inc under the terms and conditions as set down in the deed accompanying
the issue.
o Working Hours
The Company's standard working hours are 8.30am to 5.OOpm. However, you may be
required to work longer hours to satisfy the requirements of your position.
o Annual Leave
You are entitled to four weeks annual leave per year, which becomes due on the
anniversary of your employment. Leave may be taken prior to the anniversary with
approval by the board. It is also the Company's practice to close between
Christmas and New Year, with normal working days taken as part of annual leave.
It is expected that leave will be taken with due consideration for work
commitments.
o Sick Leave
Staff are entitled to eight days sick leave each year and will be cumulative.
o Long Service Leave
Long service leave will accrue at a rate of 8.6667 weeks per ten years of
continual service, based on the Industrial Relations (Qld) Act 1999.
o Equal Employment Opportunity
It is the Company's policy that all employees are treated according to their
abilities, qualifications and aptitudes thereby providing employment on a
nondiscriminatory basis.
Prins Ralston Offer of Employment Page 2 of 5
o Smoking
The Company adopts the policy of a non-smoking environment.
o Confidentiality
"Confidential Information" means all information which is not in the public
domain, whether oral, in writing or any other visual, machine readable or other
form, relating to the business, affairs, work, assignments, investigations,
procedures, services, ideas, concepts, intellectual and industrial property and
all business confidences of the Company and:
a) comes to your notice in the course of your employment; or
b) is generated by you in the course of performing your obligations. In
accepting your appointment you agree:
1. not to disclose, directly or indirectly Confidential Information to any
other person (except with the prior written consent of the Company);
2. not to use the Confidential Information for your own benefit or for the
benefit of any other person or for any purpose other than the performance
of your duties and tasks in relation to your employment;
3. immediately upon demand by the Company, deliver to the Company the
Confidential Information in your possession, power or control;
4. not to retain the Confidential Information or copies (in any form) thereof
other than in the course of and for the purpose of your employment; and
5. to maintain and take all reasonable steps necessary to maintain the
Confidential Information in the strictest confidence and ensure that proper
and secure storage is provided for the confidential information while in
your possession, power or control.
Prins Ralston Offer of Employment Page 3 of 5
Intellectual Property
Everything an employee creates in the course of their work belongs to the
Company and is therefore part of the Company's intellectual property.
Intellectual property means all intellectual property rights including without
limitation the Company's industry knowledge, experience, methodologies, systems,
procedures, processes and information, client and customer lists and all
information, trade secrets and materials marked or designated as confidential by
the Company.
The employee:
a. assigns to the Company all existing and future intellectual property rights
in all documents, software, reports, proposals and other material created or
generated by the employee (whether alone or with the Company, its employees or
contractors) for use by the Company;
b. assigns to the Company all existing and future intellectual property rights
in all documents, designs, reports, proposals and other materials created or
generated by the employee (whether alone or with the Company, its employees or
contractors) during the period of engagement in the area of (or similar to) the
Company's business, which is developed wholly or partially in Company time or
any employees own time including but not limited to after hours and whilst the
employee is on annual leave or other form of leave;
c. acknowledges that all intellectual property rights in or associated with the
confidential information of the Company belongs to the Company.
o Ownership of Systems Developed
Any system (i.e. application or program) developed by you for the Company or any
of its clients during the term of your employment remains the sole property of
the Company. You are not permitted, without the prior authority of the Company,
to distribute these systems to any individual, company or other person, either
during your employment or after terminating your employment.
Prins Ralston Offer of Employment Page 4 of 5
o Termination of Employment
This contract may be terminated by either party giving four months notice (or
making payment of an equivalent amount instead) to the other party. The Company
has the right to terminate employment without notice in the event of proven
misconduct.
Would you please confirm your acceptance of the conditions herein by signing the
attached copy of this letter and return it to me at your earliest convenience.
Yours sincerely
Fit For Business Inc
/s/ Mark Poulsen
- -----------------
Mark Poulsen
President and Founder
Signed & Accepted /s/ Prins Ralston Date 29/11/2004
-----------------
Prins Ralston Offer of Employment Page 5 of 5