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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: SYSVIEW TECHNOLOGY, INC. You are currently viewing:
This Employee Retention Agreement involves

SYSVIEW TECHNOLOGY, INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/7/2007

EMPLOYMENT AGREEMENT, Parties: sysview technology  inc.
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EXHIBIT 99.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT ("Agreement") made as of this 1st day of November,

2007 by and between Sysview Technology, Inc., a Delaware corporation, having an

office at 1772 Technology Drive, (hereinafter referred to as "Employer") and

Carolyn Ellis, an individual residing at [____________________________________]

(hereinafter referred to as "Employee");

W I T N E S S E T H:

WHEREAS, Employer employs directly or through a co-employment agreement

with a Professional Employer Organization (PEO) licensed in the State of

California, and desires to employ, Employee as Chief Financial Officer of

Employer; and

WHEREAS, Employee is willing to be employed as the Chief Financial

Officer of Employer in the manner provided for herein, and to perform the duties

of the Chief Financial Officer of Employer upon the terms and conditions herein

set forth;

NOW, THEREFORE, in consideration of the promises and mutual covenants

herein set forth it is agreed as follows:

1. EMPLOYMENT OF CHIEF FINANCIAL OFFICER OF EMPLOYER. Employer hereby

employs Employee as Chief Financial Officer of Employer.

2. TERM.

a. Subject to Section 9 and Section 10 below, the term of this

Agreement shall be for a period of twelve (12) months commencing on November 1,

2007 (the Term). The Term of this Agreement shall be automatically extended for

additional one (1) year periods, unless either party notifies the other in

writing at least ninety (90) days prior to the expiration of the then existing

Term of its intention not to extend the Term. During the Term, Employee shall

devote substantially all of her business time and efforts to Employer and its

subsidiaries and affiliates.

3. DUTIES. The Employee shall perform those functions generally

performed by persons of such title and position, shall attend all meetings of

the stockholders and the Board (if invited to attend), shall perform any and all

related duties and shall have any and all powers as may be prescribed by

resolution of the Board, and shall be available to confer and consult with and

advise the officers and directors of Employer at such times that may be required

by Employer. Employee shall report directly and solely to the Board.

4. COMPENSATION.

a. (i) Employee shall be paid a base pay of $135,000 per year during

the Term of this Agreement. Employee shall be paid periodically in accordance

with the policies of the Employer during the term of this Agreement, but not

less than monthly.

(ii) Employee is eligible for an annual bonus, if any, which will

be determined and paid in accordance with policies set from time to time by the

compensation committee of the Board.

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b. Employer shall grant Employee 150,000 options ("Options") to

purchase shares of the Company's common stock at an exercise price of $0.60 per

share for a period of seven (7) years, upon execution of this Agreement. The

Options shall vest and become exercisable on the date that is 12 months from the

issuance date of the Options.

c. Employer shall include Employee in its health insurance program,

payment of premiums in accordance with company policy.

 

d. Employee shall have the right to participate in any other

employee benefit plans established by Employer and PEO.

e. (i) In the event of a "Change of Control" whereby:

(A) A person (other than a person who is an officer or a Director of

Employer on the effective date hereof), including a "group" as defined in

Section 13(d)(3) of the Securities Exchange Act of 1934, after execution of this

Agreement becomes, or obtains the right to become, the beneficial owner of

Employer securities having 30% or more of the combined voting power of then

outstanding securities of the Employer that may be cast for the election of

directors of the Employer;

(B) At any time, a majority of the Board-nominated slate of candidates

for the Board is not elected;

(C) Employer consummates a merger in which it is not the surviving

entity;

(D) Substantially all Employer's assets are sold; or

(E) Employer's stockholders approve the dissolution or liquidation of

Employer; then

(ii) All stock options and warrants ("Rights") granted by

Employer to Employee under any plan or otherwise prior to the effective date of

the Change of Control, shall become vested, accelerate and become immediately

exercisable; any time within twelve months after the effective date of the

change of control, adjusted for any stock splits and capital reorganizations

having a similar effect, subsequent to the effective date hereof. In the event

Employee owns or is entitled to receive any unregistered securities of Employer,

then Employer shall use its best efforts to effect the registration of all such

securities as soon as practicable, but no later than 120 days after the Change

of Control; provided, however, that such period may be extended or delayed by

Employer for one period of up to 60 days if, upon the advice of counsel at the

time such registration is required to be filed, or at the time Employer is

required to exercise its best efforts to cause such registration statement to

become effective, such delay is advisable and in the best interests of Employer

because of the existence of non-public material information, or to allow

Employer to complete any pending audit of its financial statements.

5. EXPENSES. Employee shall be reimbursed for all of her actual

out-of-pocket expenses incurred in the performance of her duties hereunder,

provided such expenses are acceptable to Employer, which approval shall not be

unreasonably withheld, for business related travel and entertainment expenses,

and that Employee shall submit to Employer detailed receipts, according to IRS

guidelines, with respect thereto.

6. RESERVED.

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7. SECRECY. At no time shall Employee disclose to anyone any

confidential or secret information (not already constituting information

available to the public) concerning (a) internal affairs or proprietary business

operations of Employer or (b) any trade secrets, new product developments,

patents, programs or programming, especially unique processes or methods.

8. COVENANT NOT TO COMPETE.

(a) Subject to, and limited by, Section 10(b), Employee will not, at

any time, during the term of this Agreement, and for one (1) year thereafter,

either directly or indirectly, engage in, with or for any enterprise,

institution, whether or not for profit, business, or company, competitive with

the business (as identified herein) of Employer as such business may be

conducted on the date thereof, as a creditor, guarantor, or financial backer,

stockholder, director, officer, consultant, advisor, employee, member, inventor,

producer, director, or otherwise of or through any corporation, partnership,

association, sole proprietorship or other entity; provided, that an investment

by Employee, her spouse or her children is permitted if such investment is not

more than four percent (4%) of the total debt or equity capital of any such

competitive enterprise or business and further provided that said competitive

enterprise or business is a publicly held entity whose stock is listed and

traded on a national stock exchange or through the NASDAQ Stock Market. As used

in this Agreement, the business of Employer shall be deemed to include the

manufacturing and marketing of imaging systems.

(b) For a period one year from the date of termination of this

agreement Employee shall not contact or solicit any of the Companies customers,

employees or suppliers.

(c) During the entire time of employment, any outside consulting

(paid or unpaid), employment, business venture or compensated activities must

receive the written approval of the employee compensation commi


 
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