THIS EMPLOYMENT AGREEMENT (hereinafter "Agreement"), is made and entered into this 13th day of April 2012, by and between Leann Gilberg and PCS EDVENTURES!.COM, INC., an Idaho corporation (the Company).
In consideration of the mutual promises and agreements set forth herein, the Company hereby extends and Ms. Gilberg hereby accepts extension of employment with the Company effective April 13, 2012
Ms. Gilbergs employment with the Company may not be terminated by the Company prior to October 13, 2012, except for cause. As defined herein, cause shall mean if Ms. Gilberg is charged with a criminal law violation which constitutes a felony under Idaho law or a crime involving dishonesty, or a violation of the Companys employment policies as set forth in the Companys Employee Handbook (a copy of which has been provided to Ms. Gilberg), including, but not limited to, sexual harassment, violation of the Companys Insider Trading Policy, Trade Secrets or Confidentiality Policy. Ms. Gilbergs employment with the Company after October 13, 2012 shall be at will. Ms. Gilberg my voluntarily terminate her employment with the Company at any time upon 30 days written notice prior to the effective date of termination. In the event the Company elects to terminate Ms. Gilbergs employment after October 13, 2012, the Company shall give Ms. Gilberg 30 days written notice prior to the effective date of termination.
The Company shall pay to Ms. Gilberg an annual salary of $87,500 paid monthly, each and every month, one half thereof on the 15th of the month and one half on the last day of the month. In addition, Ms. Gilberg shall receive 50,000 shares of fully vested restricted stock upon executing this agreement. Ms. Gilberg shall be eligible for such increases in salary as may be determined by the Chief Executive Officer and the
EMPLOYMENT AGREEMENT - 1
Board of Directors of the Company as appropriate, if any, during Ms. Gilbergs future employment with the Company. Ms. Gilberg shall be eligible as a full-time employee for participation in the Companys health, dental, vision and other group insurance plans in accordance with the terms of such plans as currently exist and as may be amended from time to time in the future. As an employee Ms. Gilberg shall continue to be eligible for participation in and eligible for any benefits or awards deemed by the Board of Directors of the Company to be appropriate under the Companys 2009 Equity Incentive Plan as the same exists and may be amended or restated from time to time in the future. The Company shall reimburse Ms. Gilberg for any business, client or vendor entertainment or meal expense consistent with the Companys policies as set forth in the Employee Handbook. Ms. Gilberg shall be entitled to three weeks of paid vacation annually for the first two years and then four weeks of vacation each year thereafter and to such other medical and family leave benefits as are available to full-time employees of the Company.
In addition to the monthly salary and the aforementioned 50,000 shares of common restricted stock award, the company will issue to Ms. Gilberg an Incentive Stock Option Award grant in the form required and in accordance with the Companys 2009 Equity Incentive Plan granting Ms. Gilberg the option to purchase up to 450,000 shares of common stock of the Company, in accordance with the terms of the grant agreement including an exercise price at the closing price on the date this agreement is effective. Said ISOs shall vest ratably as described in the ISO, contingent upon Ms. Gilbergs continued employment with the Company and achievement of mutually agreed upon goals as attached hereto and made a part of this agreement and/or as amended in writing and agreed to between the CEO and Ms. Gilberg from time to time as warranted. Said incentive stock option award agreement shall be executed by the Company and provided to Ms. Gilberg at the time of or as soon as practicable after the execution of this Agreement.
EMPLOYMENT AGREEMENT - 2
Ms. Gilbergs responsibility as an employee of the Company and as its Chief Finance Officer shall be to actively manage and oversee all Finance, Accounting and Human Resources activities of the Company as detailed on the attached listing of goals and responsibilities and support the strategic plan as defined by the Board of Directors and executive management team. Other responsibilities may from time to time be added or requested at the pleasure of its Chief Executive Officer and Board of Directors.
Ms. Gilberg, as an employee and Shareholder of the Company, will be eligible for such additional incentive awards or grants as may be determined by the Board of Directors and the Chief Executive Officer of the Company, in their sole discretion, consistent with the terms of the Companys 2009 Equity Incentive Plan during her employment.
As an employee of the Company Ms. Gilberg acknowledges and agrees to be bound by the Companys policies regarding Trade Secrets, Confidential Information, Nondisclosure, and Insider Trading as set forth in the Employee Handbook of the Company and as set forth separately in other documents and agreements between the Company and its employees, and as the same may be amended from time to time.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement to be effective as first above written.
PCS EDVENTURES!.COM, INC.
By /s/Robert Grover
Chief Executive Officer
EMPLOYMENT AGREEMENT - 3
By /s/Leann Gilberg
Chief Finance Officer
EMPLOYMENT AGREEMENT - 4
Addendum: Job Description
Job Title: CFO
Department: Accounting and Finance
Reports To: CEO
Summary: Directs the Companys accounting practices, financial planning, and compliance as related to various rules and regulations as applicable to the Company. Builds and strengthens open communication and relationship with the Board of Directors and Audit Committee, as well as establishes and maintains relationships with other professional resources such as external auditors and legal counsel and advisors. Duties and responsibilities include (but are not limited to) the following:
Accounting, Finance and Tax:
Oversees all accounting and financial functions including preparation and management of:
the Companys quarterly and annual financial statements
the annual audit and quarterly reviews of the Companys financial statements
all outside reports including those required by the Securities and Exchange Commission, federal and state law and regulations
the annual report to shareholders and its dissemination for the annual meeting of shareholders
the Companys quarterly and annual tax and payroll returns
Manages and oversees Companys accounting policies and procedures, and directs and oversees accounting systems to maintain proper records and to afford proper and adequate accounting controls and services.
Coordinates with the Audit Committee of Companys board of directors, auditors and legal counsel to ensure adherence to applicable laws and regulations, specifically those related to the adherence and conformity to U.S. GAAP, federal and state tax laws, and Securities and Exchange Commission (SEC) regulations.
Oversees purchasing and inventory.
Directly supervises employees in the Accounting and Procurement Departments. Carries out supervisory responsibilities in accordance with the Company's policies and applicable laws. Responsibilities include interviewing, hiring and training Accounting and Procurement Department personnel; planning, assigning and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.
EMPLOYMENT AGREEMENT - 5
Compliance: Serves as Compliance Coordinator, with the following duties and responsibilities:
Works with management to ensure the Companys compliance policies are reviewed and updated as needed; and examines policies, procedures and practices to ensure compliance with existing laws and regulations;
Works with management, the Board of Directors, the Audit Committee, and outside legal, accounting and other advisors to ensure compliance with all rules and regulations applicable to the Company.
Administers Companys Insider Trading Policy, including:
On hiring and on an annual basis, distributing copies of Companys current Insider Trading Policy to all employees with a reminder that each employee is responsible for reading, understanding and complying with the policy; and ensuring that the Company obtains and maintains written acknowledgements from the employees that they have read and understand the policy; overseeing responses to questions from individual employees; and providing for employee training sessions
Pre-approval and documentation of purchase/sale of Company stock by any of the Companys directors, officers and other employees
Review/pre-approval of 10b5-1 plans proposed by any of Companys directors, officer or employees, and any amendment or termination of such plans
Oversight of Rule 144 compliance in connection with purchase/sale of Companys restricted securities
Preparation and filing of SEC Forms 3, 4 and 5
Coordination with transfer agent in connection with issuance of stock certificates for restricted stock and shares registered on Form S-8
Works with management in communicating and upholding the Companys Code of Ethics for Senior Financial Officers and its Standards of Conduct for all employees and representatives to ensure compliance with such codes.
Educates, informs and advises management and the Audit Committee of conditions and status of Company adherence to laws and regulations.
Education and/or Experience
Certified Public Accountant(CPA) preferred or
Masters Degree in Accounting or Business Finance
Ten plus years of progressively responsible and relevant experience
Experience partnering with executive team
High level of written and oral communication skills
EMPLOYMENT AGREEMENT - 6
Proficient in computer skills
Knowledge of US GAAP and SEC reporting requirements. Ability to interpret laws and regulations and apply them to the specific business operations of the Company.
Must be a member in good standing with the AICPA
EMPLOYMENT AGREEMENT - 7
Addendum: Responsibilities & Goals
Responsibilities oversee all aspects of the Accounting, Finance and Human Resources functions at PCS Edventures!
Accurate, timely and compliant periodic filings with the Securities and Exchange Commission;
Accurate, timely and compliant periodic filings with taxing authorities;
Regular and special request reporting to PCS Board;
Revise and update Personnel Policy;
Implement and oversee employee review and progress assessments;
Update and maintain personnel files;
Lead strategic financing initiatives;
Team player and integral part of executive management team.
Initial period goals (9/11/11-3/31/12) 150,000 shares
Evaluate and refine Company financial policies, procedures, and internal controls to assure Company a continuously sound financial accounting structure.
Establish cash flow control through policies and procedures for credit and collections, payment of financial obligations, budget and expense control
Collaborate with Company management team and establish credibility throughout organization
Effectively manage the Company liabilities, contingent obligations and covenants
Effectively communicate Company performance to internal and external constituents
Effectively manage Accounting, Finance, Human Recourses and Compliance responsibilities
Develop and maintain relationships with investors,lenders,employees ,auditors and board
Implement initiatives for provision of capital
Review and approve all agreements concerning financial obligations
Ensure compliance with financial reporting and regulatory requirements.
Provide technical financial advice and knowledge to others within organization
Second period goals (4/1/12-3/31/13) 150,000 shares
EMPLOYMENT AGREEMENT - 8
Refine CFO job description to include the next three responsibilities
Provide advice and support in development of Company Strategy and Business Plan
Develop Financing Plan in support of Business Plan
Oversee development of Company Budgets in collaboration with COO and CEO
Lead implementation of Financing plan initiatives
Develop key Company performance metrics reports for management and employees
Monitor the public perception of PCSV on public stock watch sites for accuracy
Develop a plan and budget for compliance with Foreign Corrupt Practices Act
Third period goals (4/1/13-3/31/14) 150,000 shares
Ongoing job description responsibilities continue
Develop strategic roadmap and budget for taking PCSV from OTC to NASDAQ
Specific other new goals to be determined before period begins
EMPLOYMENT AGREEMENT - 9