Attached files
| file | filename |
|---|---|
| 8-K - Infusion Brands International, Inc. | v189879_8k.htm |
| EX-10.5 - Infusion Brands International, Inc. | v189879_ex10-5.htm |
| EX-10.4 - Infusion Brands International, Inc. | v189879_ex10-4.htm |
| EX-10.2 - Infusion Brands International, Inc. | v189879_ex10-2.htm |
| EX-10.1 - Infusion Brands International, Inc. | v189879_ex10-1.htm |
| EX-10.7 - Infusion Brands International, Inc. | v189879_ex10-7.htm |
| EX-10.3 - Infusion Brands International, Inc. | v189879_ex10-3.htm |
| EX-10.6 - Infusion Brands International, Inc. | v189879_ex10-6.htm |
OmniReliant
Holdings, Inc.
EXECUTIVE
EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (the “Agreement”), by and among OmniReliant
Holdings, Inc., a Nevada corporation (“Company”) and Robert DeCecco
(“Employee”), is hereby entered into on June 30, 2010
AGREEMENTS
In
consideration of the mutual promises, terms, covenants and conditions set forth
herein and the performance of each, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. EMPLOYMENT AND
DUTIES.
(a) Subject
to the terms and conditions of this Agreement, the Company hereby employs
Employee as Chief Executive Officer, President and Chief Financial Officer of
the Company. As such, Employee shall have responsibilities, duties
and authority reasonably accorded to and expected of such position and will
report directly to the Board. Employee hereby accepts this employment
upon the terms and conditions herein contained and, subject to paragraph 1(b)
hereof, agrees to devote Employee’s full business time, attention and efforts to
promote and further the business of the Company. Employee shall
faithfully adhere to, execute and fulfill all policies established by the
Company.
(b) Employee
shall not, during the term of his employment hereunder, be engaged in any other
business activity pursued for gain, profit or other pecuniary advantage if such
activity interferes with Employee’s duties and responsibilities
hereunder. The foregoing limitations shall not be construed as
prohibiting Employee from making personal investments in such form or manner as
will neither require Employee’s services in the operation or affairs of the
companies or enterprises in which such investments are made nor violate the
terms of paragraph 3 hereof.
2. TERM. The Company
employs Employee for a period commencing the date hereof and ending on the third
anniversary of the date hereof (the “Term”), subject to termination prior to
such date pursuant to Section 6 hereof. Sixty (60) days prior to the
end of the Term (or any renewal term), either the Company or Employee may give
notice to the other of its determination not to renew this
Agreement. If a notice of non-renewal is not delivered, this
Agreement will automatically continue in effect for a successive two (2) year
renewal term subject to termination prior to such date pursuant to Section 5
hereof. If such notice of non-renewal is given by any party, then
Employee’s employment will terminate at the end of such term (or on such other
date as the parties mutually agree).
3. COMPENSATION. For
all services rendered by Employee, the Company shall compensate Employee as
follows:
(a) BASE
SALARY. The base salary payable hereunder to Employee shall
equal $225,000 per year, payable on a regular basis in accordance with the
Company’s standard payroll procedures but not less than monthly. On
at least an annual basis, the Company’s Board (the “Board”), together with the
Compensation Committee of the Company’s Board, will review Employee’s
performance and may make increases to such base salary if, in its discretion,
any such increase is warranted above the annual pay raise rate of
5%.
(b) EXECUTIVE PERQUISITES,
BENEFITS, AND OTHER COMPENSATION. Employee shall be entitled
to receive additional benefits and compensation from the Company in such form
and to such extent as specified below:
(i) Payment
of all premiums for coverage for Employee under health, hospitalization,
disability, dental, life and other insurance plans that the Company may have in
effect from time to time. The benefits provided to Employee under
this clause (i) shall be at least equal to such benefits provided to executives
or employees in similar positions at the Company. As of the date of this
agreement, the Company has no health or death benefits.
(ii) Reimbursement
for all business travel and other out-of-pocket expenses reasonably incurred by
Employee in the performance of Employee’s services pursuant to this
Agreement. All reimbursable expenses shall be appropriately
documented in reasonable detail by Employee upon submission of any request for
reimbursement, and in a format and manner consistent with the Company’s expense
reporting policy.
(iii) The
Company shall provide Employee with other executive perquisites (including, but
not limited to, participation in the Company’s Long-Term Incentive Plan) as may
be available to or deemed appropriate for Employee by the Board and
participation in all other Company-wide employee benefits as available from time
to time. Employee shall be entitled to 3 weeks of vacation per year
in addition to all Federal and religious holidays.
(iv) The
Company will provide the Employee with a car, at the Company’s
expense.
(v) Option
Grant: You will receive options to purchase (i) that number of shares of common
stock of the Company equal to 4.5% of the issued and outstanding common stock of
the Company on a fully diluted basis; (ii) that number of shares
of Designer Liquidator, Inc. (“Designer Liquidator”) equal to 4.5% of
the issued and outstanding shares of Designer Liquidator’s common stock on a
fully diluted basis and (iii) that number of shares of OmniResponse, Inc.
(“OmniResponse”) equal to 4.5% of the issued and outstanding shares of
OmniResponse’s common stock on a fully diluted basis (collectively, the “Stock
Options”). All Stock Options issued pursuant to this Section 3 shall be subject
to the following terms and conditions: (a) all Stock Options shall be subject to
bullet vesting and shall not vest until the date that is two years from the date
of this Agreement; (b) none of the Stock Options shall become exercisable,
whether or not vested, until the Company has paid in full to holders of its
Series G Convertible Preferred Stock the Special Preferred Distribution (as that
term is defined in the Certificate of Designation for the Series G Convertible
Preferred Stock); (c) all Stock Options shall be subject to such other terms and
conditions as set forth in the stock option plans of Designer Liquidator,
OmniResponse, and the Company as the case may be and/or embodied in written
stock option agreements between the Consultant and OmniResponse, Designer
Liquidator, and the Company, respectively, attached hereto as Exhibit A; and (d)
all Stock Options shall have an exercise price of $0.01 per
share. Notwithstanding the foregoing, the exercise of the Stock
Options shall not be prohibited if the Company has the funds to pay the Special
Preferred Distribution and (i) the Board of Directors elects not to distribute
the Special Preferred Distribution or (ii) it offers to pay the
Special Preferred Distribution, but the holders of the Series G Preferred Stock,
in their sole discretion, elect to waive the payment of the Special Preferred
Distribution. Additionally, if the Special Preferred Distribution is
paid to the holders of the Series G Preferred Stock in part, the Stock Options
will become exercisable on a pro rata basis, proportionate to the amount of
payment made under the Special Preferred Distribution. The number of Stock
Options of Designer Liquidator and OmniResponse issuable pursuant to this
Section 3 shall be calculated and issued upon the consummation of a Spin-Off
Transaction whereby the Company will spin-out certain subsidiaries, assets,
brands, and/or lines of business of the Company into a separate
company. The number of Stock Options of the Company issuable pursuant
to this Section 3 shall be calculated and issued on the date
hereof.
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Employee
acknowledges and agrees that the Company may never pay the Special Preferred
Distribution and that the Stock Options (and any successor options) may never
become exercisable.
(vi) Bonus:
The Company may pay you an incentive bonus based on performance results, at the
Board of Directors sole discretion, on a quarterly basis.
4. NON-COMPETITION AND
NON-SOLICITATION.
(a) Employee
acknowledges that during the course of Employee’s employment Employee will
receive confidential and proprietary information from and concerning the
Company. Employee also acknowledges that the Company will make
substantial investments in the development of the Company’s goodwill and in
Employee’s professional development. The capital expended to develop
this goodwill directly benefits Employee and should continue to do so in the
event that the relationship between the Company and Employee is
terminated. Likewise, the Company has conferred and will confer a
direct economic benefit on Employee. Employee agrees that the Company
is entitled to protect these business interests and investments and to prevent
Employee from using or taking advantage of the foregoing economic benefits to
the Company’s detriment.
(b) Employee
agrees that, except for services and duties performed for or on behalf of the
Company according to this Agreement, Employee will not, during the period of
Employee’s employment with the Company, and for a period (the “Restricted
Period”) of one (1) year immediately following the termination of Employee’s
employment under this Agreement, for any reason whatsoever, directly or
indirectly, for himself or on behalf of or in conjunction with any other person,
persons, company, partnership, corporation, association, enterprise, venture or
business of whatever nature:
(i)
engage, as an officer, director, shareholder,
owner, partner, joint venturer, lender or in a managerial capacity, whether as
an employee, independent contractor, agent, consultant or advisor or as a sales
representative, or similar business in direct competition with those aspects of
the business of the Company or any subsidiary of the Company, with which
Employee has had any involvement, within United States of America, Canada and
all other countries in which customers of the Company have access to the world
wide web (the “Territory”);
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(ii)
solicit any person who is, at that time, or who has been within one (1) year
prior to that time, an employee of the Company for the purpose or with the
intent of enticing such employee away from or out of the employ of the
Company;
(iii) solicit
any person or entity which is, at that time, or which has been within one (1)
year prior to that time, a customer, doctor, service provider or supplier of the
Company for the purpose of soliciting or selling products or services in direct
competition with those aspects of the business of the Company or any subsidiary
of the Company with which Employee has had any involvement, within the
Territory; or
(iv) solicit
any prospective acquisition candidate, on Employee’s own behalf or on behalf of
any competitor or potential competitor, which candidate was, to Employee’s
knowledge, either called upon by the Company or for which the Company made an
acquisition analysis, for the purpose of acquiring such
entity. Notwithstanding the above, the foregoing covenant shall not
be deemed to prohibit Employee from acquiring as an investment not more than
five percent (5%) of the capital stock of a competing business, whose stock is
traded on a national securities exchange or over-the-counter.
(c) In
recognition of the substantial nature of such potential damages and the
difficulty of measuring economic losses to the Company as a result of a breach
of the foregoing covenants, and because of the immediate and irreparable damage
that could be caused to the Company for which they would have no other adequate
remedy, Employee agrees that in the event of breach by Employee of the foregoing
covenant, the Company shall be entitled to specific performance of this
provision and co-injunctive and other equitable relief.
(d) It
is agreed by the parties that the foregoing covenants in this paragraph 4 impose
a reasonable restraint on Employee in light of the activities and business of
the Company on the date of the execution of this Agreement and the current plans
of the Company and Employee that such covenants be construed and enforced in
accordance with the changing activities, business and locations of the Company
throughout the term of this Agreement, whether before or after the date of
termination of the employment of Employee.
(e) All
of the covenants in this paragraph 4 shall be construed as an agreement
independent of any other provision in this Agreement, and the existence of any
claim or cause of action of Employee against the Company, whether predicated on
this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of such covenants. Further, this paragraph 4 shall
survive the termination of this Agreement and the termination of Employee’s
employment with the Company. It is specifically agreed that the
period of one (1) year following termination of employment stated at the
beginning of this paragraph 4, during which the agreements and covenants of
Employee made in this paragraph 4 shall be effective, shall be computed by
excluding from such computation any time during which Employee is in violation
of any provision of this paragraph 4.
5. TERMINATION; RIGHTS ON
TERMINATION. This Agreement and Employee’s employment may be
terminated for any one of the following causes:
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(a) DEATH. The
death of Employee shall immediately terminate this Agreement with no severance
compensation due to Employee’s estate, heirs or other descendants or
representatives.
(b) DISABILITY. If,
as a result of incapacity due to physical or mental illness or injury, Employee
shall have been absent from Employee’s full-time duties hereunder for three (3)
consecutive months, then thirty (30) days after receiving written notice (which
notice may occur before or after the end of three (3) month period, but which
shall not be effective earlier than the last day of three (3) month period), the
Company may terminate Employee’s employment hereunder provided Employee is
unable to resume Employee’s full-time duties at the conclusion of such notice
period. Also, Employee may terminate Employee’s employment hereunder
if his health should become
impaired to an extent that makes the continued performance of Employee’s duties
hereunder hazardous to Employee’s physical or mental health or life, provided
that Employee shall have furnished the Company with a written statement from a
qualified doctor to such effect and provided, further, that, at the Company’s
request made within thirty (30) days of the date of such written statement,
Employee shall submit to an examination by a doctor selected by the Company who
is reasonably acceptable to Employee or Employee’s doctor and such doctor shall
have concurred in the conclusion of Employee’s doctor. In the event
this Agreement is terminated as a result of Employee’s disability, Employee
shall receive from the Company Employee’s base salary at the rate then in
effect, payable at the Company’s regular and customary intervals for the payment
of salaries as then in effect, less any amounts Employee might receive under the
Company’s disability insurance policy, if any, for whatever time period is
remaining under the Term.
(c) CAUSE. The
Company may, in its sole and absolute discretion, terminate the employment of
Employee hereunder immediately upon after delivery of written notice to
Employee, or at such later time as the Company may specify in such notice, for
“Cause.” As used in this Agreement “Cause” includes, but is not limited to, the
following: (1) Employee’s willful and material breach of this Agreement; (2)
Employee’s gross negligence in the performance, or intentional nonperformance,
(continuing for ten (10) days after receipt of written notice of need to cure)
of any of Employee’s material duties and responsibilities hereunder; (3)
Employee’s willful dishonesty or fraud, whether or not with respect to the
business or affairs of the Company, which affects the operations, property or
reputation of the Company; (4) Employee’s conviction of a felony crime; (5)
chronic alcohol or illegal drug abuse by Employee; (6) Employee’s willful injury
to any independent contractor, employee or agent of the Company, or to any other
person in the course of Employee’s performance of services for the Company; (7)
The Board’s determination that the Company’s business model and direction are
failing to perform as expected standards and must be changed; (8) The
Company files for protection under the Bankruptcy laws; (9) If
Employee sexually harasses any employee, agent or contractor of the Company or
commits any act which otherwise creates an offensive work environment for
employees, agents or contractors of the Company; or (10) Employee’s
misappropriation of Company funds.
The
Company shall not be limited to termination as a remedy for any damaging,
injurious, improper or illegal act by Employee, but may also seek damages,
injunction, or such other remedy as the Company may deem appropriate under the
circumstances. If Employee’s employment is terminated for Cause,
Employee agrees to vacate the Company’s offices on or before the effective date
of the termination and to return and deliver to the Company at such time all
Company property. In the event of a termination for Cause, as
enumerated above, Employee shall have no right to any severance
compensation.
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(d) WITHOUT
CAUSE. At any time after the commencement of employment,
provided the Company does not have Cause to terminate Employee pursuant to (c)
above, Employee may, without Cause, terminate this Agreement and Employee’s
employment, effective ninety (90) days after written notice is provided to the
Company. Employee may only be terminated without Cause by the Company
during the Term hereof if such termination is approved by a majority of the
members of the Board. Should Employee be terminated by the Company
without Cause during the Term, Employee shall be entitled to receive from the
Company (6) months severance or if less than (6) months remains on employment
contract then the remaining months left on the contract (at Employee's then
current base) payable over the course of the year following such
termination. The severance compensation shall be paid in accordance
with the Company’s standard payroll procedures but not less than
monthly. If Employee resigns or otherwise terminates Employee’s
employment without cause pursuant to this paragraph 5(d), Employee shall receive
no severance compensation.
(e) TERMINATION BY EXECUTIVE
UPON CHANGE IN CONTROL. Upon the termination of the Employee's
employment hereunder by the Employee (i) within 360 days after the occurrence of
a "Change in Control" as specified in Section 5(e)(A) hereof, the Company shall
(i) continue to pay to the Employee the base salary through the effective date
of termination specified in such notice and. In addition, upon such
termination, all options to purchase vested shares of the Company’s common
stock, if any, shall accelerate and become immediately exercisable.
(A) For
purposes of this Agreement, a "Change in Control" shall mean:
(i) The
acquisition (other than by or from the Company), at any time after the date
hereof, by any person, entity or "group" acquiring 51% or more of either the
then outstanding shares of common stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally in the
election of directors (together with such common stock, "Voting Securities");
This does not apply to the contemplated reverse merger that the Company is
currently in the process of completing; or
(ii) Approval
by the shareholders of the Company of a reorganization, merger or consolidation
with respect to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 51% of the combined voting power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities.
(iii) Paragraphs
(i) and (ii) above do not apply if the Company is sold or reorganized because of
the failure of the Business model.
(iv) Any
purported termination by the Company of the Employee's employment other than as
expressly permitted by this Agreement.
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(g) Upon
termination of this Agreement for any reason provided above, Employee shall be
entitled to receive all compensation earned and all benefits and reimbursements
due through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due and payable to
Employee only to the extent and in the manner expressly provided
above. All other rights and obligations of the Company and Employee
under this Agreement shall cease as of the effective date of termination, except
that the Company’s obligations under paragraph 10 hereof and Employee’s
obligations under paragraphs 4, 8, 9 and 11 hereof shall survive such
termination in accordance with their terms. Further, unless Employee
and the Company otherwise agree in writing, upon termination of this Agreement
for any reason, Employee will immediately resign from all directors, officer or
other positions held with the Company.
(h) If
termination of Employee’s employment arises out of the Company’s failure to pay
Employee the amounts to which he is entitled under this Agreement or as a result
of any other material breach of this Agreement by the Company, as determined
pursuant to the provisions of paragraph 16 below, the Company shall pay all
amounts and damages to which Employee may be entitled as a result of such
breach, including interest thereon and all reasonable legal fees and expenses
and other costs incurred by Employee to enforce Employee’s rights
hereunder. Further, none of the provisions of paragraph 4 hereof
shall apply in the event this Agreement is terminated as a result of a material
breach by the Company.
6. RESERVED.
7. PURCHASE RIGHT ON EMPLOYEE’S STOCK
AND OPTIONS.
(a) Irrevocable Option to
Purchase. Upon (i) death or retirement of Employee (ii)
the Company’s termination of Employee’s employment with the Company
by reason of Disability, Employee or next of kin will have (90) days to exercise
any outstanding vested options.
8. COMPANY PROPERTY;
INVENTIONS.
(a) All
records, designs, patents, business plans, financial statements, manuals,
memoranda, lists, and other property delivered to or compiled by Employee by or
on behalf of the Company or their representatives, vendors, or customers which
pertain to the business of the Company shall be and remain the property of the
Company, as the case may be, and be subject at all times to their discretion and
control. Likewise, all correspondence, reports, records, charts,
advertising materials, and other similar data pertaining to the business,
activities, or future plans of the Company which is collected by Employee shall
be delivered promptly to the Company without request by it upon termination of
Employee’s employment.
(b) Employee
shall disclose promptly to the Company any and all significant conceptions and
ideas for inventions, improvements, and valuable discoveries, whether patentable
or not, which are conceived or made by Employee, solely or jointly with another,
during the period of employment, and which are directly related to the business
or activities of the Company and which Employee conceives as a result of
Employee’s employment by the Company. Employee hereby assigns and
agrees to assign all of Employee’s interests therein to the Company or its
nominee. Whenever requested to do so by the Company, Employee shall
execute any and all applications, assignments, or other instruments that the
Company shall deem necessary to apply for and obtain Letters Patent of the
United States or any foreign country or to otherwise protect the Company’s
interest therein.
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9. CONFIDENTIALITY AND PROPRIETARY
INFORMATION.
(a) Acknowledgement. Employee
acknowledges and agrees that in the course of rendering services to the Company
and its customers, Employee will have access to and will become acquainted with
confidential and proprietary information about the professional, business and
financial affairs of the Company, its affiliates and its vendors, suppliers and
customers, and that Employee may have contributed to or may in the future
contribute to such information. Employee further recognizes that
Employee is being employed as a key employee, that the Company is engaged in a
highly competitive business, and that the success of the Company in the
marketplace and business depends upon its goodwill and reputation for integrity,
quality and dependability. Employee recognizes that in order to guard
the legitimate interests of the Company it is necessary for the Company to
protect all such confidential and proprietary information, goodwill and
reputation.
(b) Proprietary
Information. In the course of Employee’s service to the
Company, Employee may have access to confidential know-how, business documents
or information, marketing data, client lists and trade secrets which are
confidential. Such information shall hereinafter be called
“Proprietary Information” and shall include any and all items enumerated in the
preceding sentence which come within the scope of the business activities of the
Company as to which Employee has had or may have access, whether previously
existing, now existing or arising hereafter, whether or not conceived or
developed by others or by Employee alone or with others during the period of his
service to the Company, and whether or not conceived or developed during regular
working hours. “Proprietary Information” shall not include any information which
is in the public domain during the period of service by Employee or becomes
public thereafter, provided such information is not in the public domain as a
consequence of disclosure by Employee in violation of this
Agreement.
(c) Fiduciary
Obligations. Employee agrees and acknowledges that the
Proprietary Information is of critical importance to the Company and a violation
of this Section 8 will seriously and irreparably impair and damage the Company’s
business. Employee therefore agrees, while he is an employee of the
Company and at all times thereafter, to keep all Proprietary Information
strictly confidential.
(d) Non-Disclosure. Except
as required by law or order of any court or governmental entity or in connection
with the proper performance of his duties hereunder, Employee shall not
disclose, directly or indirectly (except as required by law), any Proprietary
Information to any person other than (a) the Company, (b) persons who are
authorized employees of the Company at the time of such disclosure, (c) such
other persons, including prospective investors or lenders, to whom Employee has
been instructed to make disclosure by the Company’s Board, or (d) Employee’s
counsel, so long as such counsel agrees to keep all Proprietary Information
confidential (in the case of clauses (b) and (c), only to the extent required in
the course of Employee’s service to the Company). Upon any
termination of Employee’s employment hereunder, Employee shall deliver to the
Company all notes, letters, documents, tapes, discs, recorded data and records
which may contain Proprietary Information which are then in Employee’s
possession or control and shall not retain, use, or make any copies, summaries
or extracts thereof.
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10. INDEMNIFICATION. In
the event Employee is made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by the Company against Employee), by reason
of the fact that Employee is or was performing services under this Agreement,
then the Company shall indemnify Employee against all expenses (including
reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement,
as actually and reasonably incurred by Employee in connection
therewith. In the event that both Employee and the Company are made a
party to the same third-party action, complaint, suit, or proceeding, the
Company agrees to engage competent legal representation, and Employee agrees to
use the same representation, provided that if counsel selected by the Company
shall have a conflict of interest that prevents such counsel from representing
Employee, Employee may engage separate counsel and the Company shall pay all
reasonable attorneys’ fees of such separate counsel. Further, while
Employee is expected at all times to use Employee’s best efforts to faithfully
discharge his duties under this Agreement, Employee cannot be held liable to the
Company for errors or omissions made in good faith where Employee has not
exhibited gross, willful and wanton negligence and misconduct or performed
criminal and fraudulent acts which materially damage the business of the
Company.
11. REPRESENTATIONS OF
EMPLOYEE. Employee hereby represents and warrants to the
Company that the execution of this Agreement by Employee and his employment by
the Company and the performance of Employee’s duties hereunder will not violate
or be a breach of any agreement with a former employer, client, or any other
person or entity. Further, Employee agrees to indemnify the Company
for any claim, including but not limited to attorneys’ fees and expenses of
investigation, by any such third party that such third party may now have or may
hereafter come to have against the Company based upon or arising out of any
noncom petition agreement, invention or secrecy agreement between Employee and
such third party which was in existence as of the date of this
Agreement.
Employee
has and will continue to truthfully disclose to the Company the following
matters, whether occurring, at any time during the five (5) years immediately
preceding the date of this Agreement or at any time during the term of this
Agreement:
(1) any
criminal complaint, indictment or criminal proceeding in which Employee is named
as a defendant;
(2) any
allegation, investigation, or proceeding, whether administrative, civil or
criminal, against Employee by any licensing authority or industry association;
and
(3) any
allegation, investigation or proceeding, whether administrative, civil, or
criminal, against Employee for violating professional ethics or standards, or
engaging in illegal, immoral or other misconduct (of any nature or degree),
relating to the business of the Company.
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12. ASSIGNMENT; BINDING
EFFECT. This Agreement shall inure to the benefit of and be
binding on Employee and the Company and Employee’s and the Company’s respective
heirs, successors and assigns; provided, however, that
Employee shall have no right to assign Employee’s rights or duties under this
contract to any other person. In the event of the sale, merger or
consolidation of the Company, Employee specifically agrees that the Company may
assign the Company’s rights and obligations hereunder to the Company’s
successor, assign or purchaser. In addition, and in any event, the
Company may, at any time, assign the Company’s rights and obligations under this
Agreement to any person that is an affiliate of the Company or to any person
which, after any such assignment, employs at least 50% of the employees employed
by the Company immediately prior to the assignment.
13. COMPLETE AGREEMENT;
AMENDMENTS. This Agreement supersedes any other agreements or
understandings, written or oral, among the Company and Employee, and Employee
has no oral representations, understandings or agreements with the Company or
any of its officers, directors, or representatives covering the same subject
matter as this Agreement. This written Agreement is the final,
complete, and exclusive statement and expression of the agreement between the
Company and Employee and of all the terms of this Agreement, and it cannot be
varied, contradicted, or supplemented by evidence of any prior or
contemporaneous oral or written agreements. This written Agreement
may not be later modified except by a written instrument signed by a duly
authorized officer of the Company and Employee, and no term of this Agreement
may be waived except by a written instrument signed by the party waiving the
benefit of such term.
14. NOTICE. Whenever
any notice is required hereunder, it shall be given in writing addressed as
follows:
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To
the Company:
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OmniReliant
Holdings, Inc.
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14375
Myerlake Circle
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Clearwater,
FL 33760
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With
a copy to:
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Sichenzia
Ross Friedman Ference LLP
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61
Broadway, 32nd
Floor
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New
York, NY 10006
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Attn:
Darrin M. Ocasio
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To
Employee:
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Robert
DeCecco
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14375
Myerlake Circle
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Clearwater,
FL 33760
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Notice
shall be deemed given and effective three (3) days after the deposit in the U.S.
mail of a writing addressed as above and sent first class mail, certified,
return receipt requested, or, in any other case, when actually
received. Either party may change the address for notice by notifying
the other party of such change in accordance with this paragraph
14.
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Private & Confidential
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15. SEVERABILITY. If
any portion of this Agreement is held invalid or inoperative, the other portions
of this Agreement shall be deemed valid and operative and, so far as is
reasonable and possible, effect shall be given to the intent manifested by the
portion held invalid or inoperative. Employee and the Company agree
and acknowledge that the provisions of paragraphs 4 and 9 are material and of
the essence to this Agreement. If the scope of any restriction or
covenant contained therein should be or become too broad or extensive to permit
enforcement thereof to its fullest extent, then such restriction or covenant
shall be enforced to the maximum extent permitted by law, and Employee hereby
consents and agrees that (a) it is the parties intention and agreement that the
covenants and restrictions contained therein be enforced as written, and (b) in
the event a court of competent jurisdiction should determine that any
restriction or covenant contained therein is too broad or extensive to permit
enforcement thereof to its fullest extent, the scope of any such restriction or
covenant may be modified accordingly in any judicial proceeding brought to
enforce such restriction or covenant, but should be modified to permit
enforcement of the restrictions and covenants contained herein to the maximum
extent the court, in its judgment, will permit.
16. ARBITRATION. Any
unresolved dispute or controversy arising under or in connection with this
Agreement or Employee’s employment with the Company (or any termination thereof)
shall be settled exclusively by arbitration, conducted before a panel of three
(3) arbitrators in Hillsborogh County, Florida, in accordance with the rules of
the American Arbitration Association then in effect. A decision by a
majority of the arbitration panel shall be final and
binding. Judgment may be entered on the arbitrators’ award in any
court having jurisdiction. OmniReliant shall pay the reasonable fees
and expenses of any arbitration proceeding in connection with this
Agreement.
17. GOVERNING LAW. This
Agreement shall in all respects be construed according to the laws of the State
of Florida.
18. HEADINGS. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define, or limit the extent or intent of the
Agreement or of any part hereof.
19. COUNTERPARTS. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the
parties hereto have made and entered into this Agreement as of the date first
above written.
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The
Company:
OmniReliant
Holdings, Inc.
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| By | |||
| /s/ | |||
| Name: Robert DeCecco | |||
| Title: Chief Executive Officer | |||
| Employee: | |||
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/s/
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Robert
DeCecco
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Private & Confidential
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