EXHIBIT 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (“Agreement”) made as of
this day, June 1, 2008, by and between Vidshadow, Inc., a Delaware
corporation, having an office at 1970 Estelle Lane, Placentia, CA
92870, (hereinafter referred to as “Employer”)
and Mark Gaeta , an individual residing at 43
Ambroise, Newport Coast CA, 92657 (hereinafter referred to as
“Employee”);
W I
T N E S S E T H:
WHEREAS , Employer employs Employee as President of
Employer; and
WHEREAS , Employee is willing to continue to be employed as
the President in the manner provided for herein, and to
perform the duties of the President 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 President . Employer hereby
employs Employee as President.
2.
Term . Subject to Section 9 below, the term of
this Agreement shall be for a period of twenty-four (24)
months commencing on June 1, 2008 (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 his 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 of Directors
(the “Board”), 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. For all services rendered by
Employee, Employer shall pay Employee the salary of
$138,000.00 per year. Employer shall undertake to
make deductions, withholdings and tax reports with respect to
payments and benefits under this Agreement to the extent that it
reasonably and in good faith believes that it is required to make
such deductions, withholdings and tax reports. Payments
under
this Agreement shall be in
amounts net of any such deductions or withholdings. Nothing
in this Agreement shall be construed to require the Employer to
make any payments to compensate the Employee for any adverse tax
effect associated with any payments or benefits or for any
deduction or withholding from any payment or benefit.
b.
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.
c.
Employee
was granted options, pursuant to a Stock Option Agreement dated May
20, 2008, to purchase up to 1,299,962 , 1,949,943 and
3,249,906 shares of common stock of the Employer at exercise
prices of $1.54 , $1.08 , and $0.77 ,
respectively, per share. Such options were originally granted on
December 28, 2007 by Vidshadow, Inc., a California corporation
(“Vidshadow California”), modified effective December
31, 2007, and then effectively replaced on March 13, 2008 with
identical options from the Company, pursuant to the share exchange
agreement between Vidshadow California and the Company in
connection with a reverse merger. Such options are still in effect
and remain unmodified by this Agreement.
d.
Employer shall pay
eighty percent (80%) of health insurance premiums for
Employee payable towards a health plan selected by Employer.
e.
Employee
shall have the right to participate in any other employee benefit
plans established by Employer.
f.
During the
Term, Employee shall receive as additional compensation, a cash
payment equal to 2.75% of the Employer’s monthly
revenues. Such payments shall be made within (30) days
of the end of each month to which such payment relates.
g.
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, if any, 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 t
