|
CHIEF TECHNOLOGY OFFICER SERVICES AGREEMENT
CHIEF TECHNOLOGY OFFICER SERVICES AGREEMENT, dated this 10th day of
July, 2008 (this “ Agreement ”), by and between
4C Controls Inc., (the “Company”), and Riccardo
Maggiora (the “Executive”).
WHEREAS, the Company desires to engage the Executive to serve the
Company as the Chief Technology Officer and the Executive desires
to serve as the Chief Technology Officer of the Company;
NOW THEREFORE, in consideration of the premises and the mutual
agreements made herein, the Company and the Executive agree as
follows:
1. Services; Duties . The Company hereby engages the
Executive to serve as Chief Technology Officer of the Company. The
Executive shall serve the Company in such capacity for the “
Services Period ” as defined in Section 2. The
Executive agrees that during the term of his services hereunder, he
shall give his best effort, skill and abilities to promote the
business and interests of the Company and its subsidiaries and
affiliates as requested by the Board of Directors of the Company or
a committee of the Board of Directors to which the Board of
Directors has duly delegated authority thereof (the “
Board ”). The Executive shall devote such time to the
services in the capacity of Chief Technology Officer as the
Executive shall deem reasonably necessary. The Company acknowledges
that Executive serves as an Assistant Professor at Politechnico di
Torino and shall continue such service, therefore the Company
agrees that the services of Executive shall be rendered on a
part-time basis.
2. Services Period . This Agreement shall have an
initial term of three (3) years to be effective commencing as of
the date hereof and ending on the third anniversary of thereof (the
“ Services Period ”). The Company or the
Executive may terminate this Agreement, with or without cause, upon
ten (10) days notice to the other party.
3. Compensation .
(a) Shares . In consideration for services rendered to
the Company, the Executive shall be paid a one time grant of one
million shares of Company common stock par value $0.00001 per
share (the “Shares”). The officers of the Company
shall order delivery of the Shares from the Company’s
transfer agent as of the date of execution hereof and all such
shares as and when issued shall be duly authorized, validly issued,
non-assessable and unrestricted except to the extent provided
herein and subject to any and all applicable laws, rules and
regulations pertaining to the transfer of such Shares. All such
Shares shall be deemed to be fully paid as of the date of issuance
notwithstanding the Term of this Agreement. The Shares shall be
delivered to Executive within ten (10) days of the date of
execution of this Agreement. The Executive may sell or transfer the
Shares at any time after an initial one-year holding period so long
as (1) any such sale is made pursuant to an applicable exemption
from registration under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), such as Rule 144 if available,
or pursuant to a registration statement which has been declared
effective by the U. S. Securities & Exchange Commission and (2)
such sale is made in accordance with the Company’s Policy
Against Insider Trading.
Services Agreement
(b) Expense Reimbursement . The Executive shall be
entitled to reimbursement of reasonable pre-approved out-of-pocket
expenses incurred in connection with travel and matters related to
the Company's business and affairs if requests thereto are made and
written approval is granted by the Chief Financial Officer of the
Company in advance of incurring such expenses, in each case as
further in accordance with Company policy as in effect from time to
time.
(c) Place of Services . The parties agree that the
principal place of services to be rendered to the Company by
Executive shall be in Italy and all compensation shall be paid to
Executive in such jurisdiction.
4. Trade Secrets . The Executive agrees that it is in
the Company's legitimate business interest to restrict
Executive’s disclosure or use of Trade Secrets and
Confidential Information relating to the Company or its affiliates
as provided herein, and Executive agrees not to disclose or use the
Trade Secrets and/or Confidential Information relating to the
Company or its affiliates for any purpose other than in connection
with Executive’s performance of his duties to the Company or
its affiliates. For purposes of this Agreement, “ Trade
Secrets ” shall mean all confidential and proprietary
information belonging to, or licensed for use by, the Company
(including prospective client lists, ideas, formulas, compositions,
inventions (whether patentable or unpatentable and whether or not
reduced to practice), know-how, manufacturing and production
processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical
data, copyrightable works, financial and marketing plans and
customer and supplier lists and information).
For purposes of this Agreement, “
Confidential Information ” shall mean all information
belonging to, used by, or which is in the possession of the Company
and relating to the Company’s business or assets specifically
including, but not limited to, information relating to the
Company’s products, services, strategies, pricing, customers,
representatives, suppliers, distributors, technology, finances,
employee compensation, computer software and hardware, inventions,
algorithms, developments, in each case to the extent that such
information is not required to be disclosed by applicable law or
compelled to be disclosed by any governmental authority.
Notwithstanding the foregoing, the terms “ Trade
Secrets ” and “ Confidential Information
” do not include information that (i) is or becomes generally
available to or known by the public (other than as a result of a
disclosure by the Executive), provided , that the
source of such information is not known by the Executive to be
bound by a confidentiality agreement with the Company; or (ii) is
independently developed by the Executive without violating this
Agreement. 5. Return of Documents and Property
. Upon the expiration or termination of the Executive's services to
the Company, or at any time upon the request of the Company, the
Executive (or his heirs or personal representatives) shall deliver
to the Company (a) all documents and materials (including, without
limitation, computer files) containing Trade Secrets and
Confidential Information relating to the business and affairs of
the Company or its affiliates, and (b) all documents, materials,
equipment and other property (including, without limitation,
computer files, computer programs, computer operating systems,
computers, printers, scanners, pagers, telephones, credit cards and
ID cards) belonging to the Company or its affiliates, which in
either case are in the possession or under the control of the
Executive (or his heirs or personal representatives).
2
Services Agreement
6. Discoveries and Works . All Discoveries
and Works made or conceived by the Executive while working on
Company matters which are not subject to intellectual property
interests of any third parties, that relate to the Company's
present or anticipated activities, or are used or useable by the
Company, shall be governed by that certain License Agreement
between the Company and Executive entered into as of even date
herewith. For the purposes of this Section 6, (including the
definition of “ Discoveries and Works ”) the
term “ Company ” shall include the Company and
its affiliates. The term “ Discoveries and Works
” includes, by way of example but without limitation, Trade
Secrets and other Confidential Information, patents and patent
applications, service marks, and service mark registrations and
applications, trade names, copyrights and copyright registrations
and applications.
7. No Conflicts . The Executive has represented and
hereby represents to the Company and its affiliates that the
execution, delivery and performance by the Executive of this
Agreement do not conflict with or result in a violation or breach
of, or constitute (with or without notice or lapse of time or both)
a default under any contract, agreement or understanding, whether
oral or written, to which the Executive is a party or of which the
Executive is or should be aware and that there are no restrictions,
covenants, agreements or limitations on his right or ability to
enter into and perform the terms of this Agreement, and agrees to
indemnify and save the Company and its affiliates harmless from any
liability, cost or expense, including attorney’s fees, based
upon or arising out of any such restrictions, covenants,
agreements, or limitations that may be found to exist. For purposes
of this Agreement, “ affiliate ” shall include
any subsidiary or strategic alliance partner in the case of the
Company, and any person or entity directly or indirectly controlled
by or controlling the Company.
8. Non-competition . Except as authorized by the Board
of Directors, during the Executive’s services to the Company,
Executive will not (except as an officer, director, stockholder,
employee, agent or consultant of the Company or any subsidiary or
affiliate thereof) either directly or indirectly, whether or not
for consideration, (i) in any way, directly or indirectly, solicit,
divert, or take away the business of any person who is or was a
customer of the Company, or in any manner influence such person to
cease doing business in part or in whole with Company; (ii) engage
in a Competing Business; (iii) except for investments or
ownership in public entities, mutual funds and similar investments,
none of which constitute more than 5% of the ownership or control
of such entities, own, operate, control, finance, manage, advise,
be employed by or engaged by, perform any services for, invest or
otherwise become associated in any capacity with any person engaged
in a Competing Business in the United States; or (iv) engage in any
practice the purpose or effect of which is to intentionally evade
the provisions of this covenant. For purposes of this section,
“ Competing Business ” means any company or
business which is engaged directly or indirectly in any business
carried on or planned to be carried on by the Company or any of its
subsidiaries or affiliates.
3
Services Agreement
9. Non-Solicitation . During the period of
Executive’s services to the Company (the “
Restricted Period ”), the Executive, directly or
indirectly, whether for his account or for the account of any other
individual or entity, shall not solicit or canvas the trade,
business or patronage of, or sell to, a
|
