EXHIBIT 10.3
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 Francesco Tognoli , an individual residing at 204
½ 15 th Street, Newport Beach, CA 92663
(hereinafter referred to as “Employee”);
W I
T N E S S E T H:
WHEREAS , Employer employs Employee as CFO of
Employer; and
WHEREAS , Employee is willing to continue to be employed as
the CFO in the manner provided for herein, and to perform
the duties of the CFO 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 CFO . Employer hereby employs
Employee as CFO.
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
$50,400.00 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.
Employer shall pay
eighty percent (80%) of health insurance premiums for
Employee payable towards a health plan selected by Employer.
d.
Employee
shall have the right to participate in any other employee benefit
plans established by Employer.
e.
During the
Term, Employee shall receive as additional compensation, a cash
payment equal to 0.5% 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.
f.
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 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 his actual out-of-pocket expenses incurred in the performance of
his duties hereunder, provided such expenses are accep
