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EXHIBIT 10.2
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") shall be effective on
the 1st
day of November 2004 ("Effective Date") between PalWeb
Corporation (the
"Company") and Robert H. Nelson ("Nelson").
RECITALS
WHEREAS, the Company has determined that Nelson's services to
the
Company will be of value to the Company, and accordingly, the
Company desires to
enter into this Agreement with Nelson as set forth herein in
order to secure
such services;
WHEREAS, Nelson hereby represents and warrants to the Company
that he
is free to work for the Company without violation of any other
agreements or
employment to which Nelson is a party;
WHEREAS, Nelson desires to serve as an employee of the Company
on the
terms set forth herein;
NOW THEREFORE, for and in consideration of Nelson's employment
by the
Company, the promises and the mutual agreements set forth
herein, Nelson and the
Company agrees as follows:
1. Employment Duties.
(a) The Company agrees to employ Nelson as its Director of
Finance with the duties and responsibilities generally
associated
with such position, and such other reasonable additional
responsibilities as may be added to Nelson's duties from
time-to-time by Warren F. Kruger ("Kruger"), the President and
CEO
of the Company. Nelson shall report directly to Kruger.
(b) Nelson shall (i) diligently follow and implement all
policies and decisions communicated by Kruger; (ii) timely
prepare
business plans, lease/finance plans and will be in charge of
and
prepare all financial reports and accountings reports as may
be
requested; and, (iii) devote all of his professional time,
attention
and efforts to the business and affairs of the Company, subject
to
vacations and to reasonable periods of illness and/or
disability
consistent with the Company's policy and applicable law.
(See
Attachment A)
(c) The work product to be produced hereunder by Nelson
shall be considered a work made for hire as defined in the
Copyright
Act of 1976, and is therefore owned exclusively by the Company
which
vests copyright ownership of works for hire in the Company for
whom
the work is prepared. If any works hereunder shall be found not
to
be works made for hire, or ownership does not otherwise
automatically vest in the Company, Nelson shall immediately
disclose
and assign to Company any right, title and interest in any
inventions, models, processes, patents, copyrights and
improvements
thereon relating to services or processes or products of
Company
that Nelson conceives or acquires during the
<PAGE>
employment relationship with Company or that Nelson may conceive
or
acquire, during the period of (1) one year after termination of
this
Agreement.
2. Term. The initial term of employment shall be thirty months
(30)
("Initial Term"). The Initial Term shall begin November 1, 2004
and shall have
two (2) automatic thirty (30) month renewal periods; however,
the terms shall
not renew in the event that either party gives the other party
written notice of
non-renewal ("Notice") at least ninety (90) days prior to the
end of the
then-current term. In the event either party provides Notice or
terminates this
Agreement pursuant to Section 4, Nelson shall diligently assist
the Company in
transitioning all matters and work for which he was responsible
as the Company
shall direct.
3. Compensation.
(a) Nelson shall be paid a monthly compensation of
$15,245/month plus travel and entertainment expenses. Nelson
will be
obligated to work approximately four (4) days a week either at
the
Company's headquarters in Tulsa, Oklahoma, or at the Company's
plant
in Bettendorf, Iowa.
(b) Not later than the end of the first One Hundred Twenty
(120) days ("Move In Date") of this Agreement Nelson will have
moved
his residence to Tulsa, Oklahoma.
(c) The Company will reimburse Nelson for moving expenses to
Tulsa and incurred by Nelson based on the average cost of three
(3)
written bids.
(d) Upon the Move In Date, Nelson will receive an option to
purchase up to 500,000 shares of the Company Common Stock
immediately and 500,000 shares thirty (30) months thereafter for
a
total of 1,000,000 shares. The option price shall be $0.50/share
and
related terms and conditions shall be set in accordance with
the
Company's stock option plan.
(e) At such time that either the gross sales as booked by
the Company exceed $1.2 million per month for at least six
(6)
consecutive months or the Company secures $25,000,000 of
additional
debt and/or equity financing, Nelson will receive an annual
bonus of
not less than $65,000 per year.
(f) Throughout the term of the Agreement, Nelson will in
addition be entitled to related benefits as provided by the
Company
to other management of the Company such as:
(i)
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