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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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