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EMPLOYMENT
AGREEMENT
AGREEMENT made as
of January 1, 2008, by and
between ImmunoBiotics, Inc., a Florida corporation
having its principal office at 1060 Calle Negocio, Suite B,
San Clemente, California 92673 (hereinafter referred to as
the "Company"), and Thomas Lahey, currently residing at 8
Pacific Crest, Laguna Niguel, California 92677 (hereinafter
referred to as "Executive").
W
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WHEREAS, the Company
desires to employ Executive, and Executive desires to be
employed by the Company, pursuant to the terms and conditions
hereof;
NOW THEREFORE, in
consideration of the premises and of the mutual promises
herein contained, the parties hereto agree as
follows:
1.
EMPLOYMENT . The Company hereby employs Executive
and Executive hereby agrees to be employed by the Company, subject
to the terms and conditions hereinafter set forth.
2.
TERM . The initial term of this Agreement shall
begin on the date hereof (the "Employment Date") and shall continue
until December 31, 2009, subject to prior termination in accordance
with the terms hereof. Unless a new employment agreement is entered
into by the parties, this Agreement shall automatically be renewed
for successive one year periods unless either party notifies the
other in writing within 90 days prior to the expiration of this
Agreement that the Agreement will terminate upon its
expiration.
3.
DUTIES . Executive shall serve as the
President and Chief Executive Officer of the Company, with duties
and responsibilities commensurate with that position, which shall
include, but not be limited to, managing the day-to-day business of
the Company, hiring the day-to-day management staff, the
Company’s relationship with its licensees, negotiations
regarding new potential significant business relationships and any
financings, sale, partnership or strategic mergers involving the
Company. In the performance of his duties, Executive shall comply
with the policies of and be subject to the reasonable direction of
the Board of Directors of the Company. Executive's principal place
of employment shall be in San Clemente, California and
notwithstanding that Executive shall be required to travel in the
course of performing his duties, he shall not be required to move
his permanent residence outside Laguna Niguel,
California.
The Executive agrees to
devote the time he deems necessary to the performance of the
business of the Company and of any of its subsidiaries by
which he may be employed. It shall not be a violation of this
Agreement for Executive to (a) serve on corporate, civic,
charitable and professional boards and committees, (b) manage
personal investments or (c) provide consulting services to
third parties so long as they do not materially interfere
with the performance of Executive’s duties hereunder
(d) devote time and attention to the business of SYNORx, Inc.
or Vapor Extraction Technology, Inc.
4.
COMPENSATION . As compensation for the services
to be rendered by Executive hereunder, the Company agrees to pay or
cause to be paid to Executive, and Executive agrees to accept, an
annual salary of $75,000, payable in bi-weekly
installments. The Executive shall receive annual
increases in salary which shall be at least five percent (5%) per
year for each subsequent year during this Employment
Agreement. In addition, the Executive shall
receive an annual bonus based upon a percentage of the
Net Income (as hereinafter defined) of the Company equal to
fifteen percent (15%) of each dollar of Net
Income. For purposes hereof, Net Income shall be
determined by the certified public accounting firm regularly
retained by the Company in accordance with generally accepted
accounting principles and shall be calculated as income from
operations for the applicable period before the payment of any
taxes or any noncash items such as depreciation or amortization. In
addition, in the event of a change of control, as such term is
defined in section 9 hereof, then Executive shall receive in
addition to all other benefits hereunder, a bonus in the amount of
one year of base salary to be immediately paid upon the end of the
employment period.
5.
ADDITIONAL COMPENSATION . The Company may also
pay Executive such other additional compensation as may from time
to time be determined by the Company. In this regard,
Executive shall receive annual performance reviews in accordance
with the Company's customary policies and practices.
6.
EMPLOYEE BENEFITS . During the period Executive is employed
hereunder, Executive shall be permitted to participate in all group
health, life, hospitalization and disability insurance programs,
pension plans, stock option plans and similar benefits that are now
or may become available to the other senior executives of the
Company. During the period Executive is employed
hereunder, Executive shall be entitled to 4 weeks paid vacation per
year and 10 paid sick leave days. In the event the Executive does
not use the days allotted above, the Executive shall be paid for
those days as additional compensation at the end of each year.
The
Company shall obtain and maintain during Executive’s
employment, at its expense, “key man” life insurance on
the life of Executive in an amount of $2,000,000. Executive shall
be entitled to designate the beneficiary of $1,000,000 of such
insurance.
7.
REIMBURSEMENT OF EXPENSES . During the period
Executive is employed hereunder, the Company shall reimburse
Executive for reasonable and necessary out-of-pocket expenses
advanced or expended by Executive or incurred by him for or on
behalf of the Company in connection with his duties hereunder in
accordance with its customary policies and practices.
8.
CAR ALLOWANCE
. During
the period Executive is employed hereunder, Executive shall be
entitled to a car allowance of $300 per month plus monthly parking
expenses.
9.
TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION
.
(a)
The
Executive's employment hereunder may be terminated at any time upon
written notice by the Company, upon the occurrence of any of the
following events during the term of this agreement:
(i)
the
death of Executive;
(ii)
the
disability of Executive (as defined in paragraph
(b); For purposes hereof, the term "disability"
shall mean the inability of Executive, due to illness, accident or
any other physical or mental incapacity, to perform his duties in a
normal manner for a period of six (6) months (whether or
not consecutive) in any twelve (12) month period during the term of
this Agreement. or
(iii)
the
determination that there is cause (as hereinafter defined) for such
termination. For purposes hereof, "cause" shall mean and be limited
to, if one of the following events should occur during the
employment term:
(A) Executive
is convicted in a court of law of a (i) felony or (ii) any
crime or offense involving material misuse or misappropriation
of money or other property of Company; or
(B) Executive
breaches a material provision of this Agreement and such
breach continues for a period of thirty (30) days after
written notice of such breach is given to Executive by
Company.
(b)
Executive
may resign from his employment without good reason by notice to the
Company at least sixty (60) days prior to the date of
termination.
(c)
Executive
shall have the right to terminate Executive's employment hereunder
at any time for good reason. For purposes hereof,
“good reason” shall mean, a reasonable determination by
Executive that any of the following has occurred:
(i)
A
material breach by the Company of the terms of this Agreement,
which breach is not cured promptly after notice thereof from
Executive; or
(ii)
A
change in control which shall mean (a) any person becomes the
beneficial owner (as term is defined in the Securities Exchange Act
of 1934) directly or indirectly, of securities representing more
than fifty percent (50%) of the total voting power of
Company’s shares; or (b) a change in the composition of the
Board of Directors as a result of which fewer than a majority of
the directors are Incumbent Directors. Incumbent
Directors shall mean directors who are either directors of the
Company on the date hereof or are elected by the Board of Directors
with the affirmative vote of a majority
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