|
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") made as of
the 5th day of September, 2007 ("Effective Date").
BETWEEN:
IA Global, Inc.
101 California Street, Suite 2450
San Francisco, CA 94111
and its successor entities
(the "Company")
AND:
Mark Scott
____________________
____________________
(the "Executive")
WHEREAS:
|
A.
|
The Company has offered employment to the
Executive;
|
|
B.
|
The Executive has accepted such offer of
employment;
|
|
C.
|
The Executive shall begin his employment on
September 5, 2007 ("Start Date"); and
|
|
D.
|
The Executive is to be primarily based in
Atlanta, Georgia.
|
NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the promises and mutual agreements
contained herein the parties hereto agree as follows:
|
|
1.1
|
The Executive shall be employed by the Company as
Chief Operating and Financial Officer and a Director of the Board
and shall have such responsibilities, duties and authority as are
generally associated with each such office and such other authority
as may from time to time be assigned to the Executive by the
Company’s Board of Directors (the "Board") including, but not
limited to, responsibility for the overall financial, investor
relations, AMEX and SEC operations ("Duties"). The Executive shall
be primarily based at the Company’s offices in Atlanta,
Georgia. The Executive shall, at all times during the Term, report
directly to the Board of Directors.
|
|
|
1.2
|
The Executive shall perform the Duties diligently
and faithfully. The Executive shall devote substantially all of his
working time, attention and effort to the performance of the Duties
for the Company and shall not undertake any other
|
employment or business association which requires
the rendering of personal services without the prior written
consent of the Company. Notwithstanding the foregoing provisions of
this Paragraph 1.2, the Executive may devote reasonable time to
activities, other than those required under this Agreement,
including activities involving professional, charitable, community,
educational, religious and similar types of organizations, speaking
engagements, membership on the boards of directors of other
organizations, and other similar types of activities, to the extent
that such other activities do not materially inhibit or prohibit
the Executive from performing his Duties under this Agreement, or
conflict in any material way with the business of the
Company.
|
|
1.3
|
The Executive shall at all times well and
faithfully serve the Company and devote his or her best effort and
skill to his position with the Company and to promote the business
and interests of the Company.
|
|
2.
|
Compensation and
Benefits
|
|
|
2.1
|
Signing Bonus . Upon the execution of
this Agreement, the Executive shall be paid a Signing Bonus of $0,
payable by wire transfer in immediately available funds to a bank
account designated by the Executive. The Company shall pay the
Signing Bonus to the Executive no later than ten (10) business days
following the execution of this Agreement. The Signing Bonus shall
be in addition to the annual Base Salary set forth below.
|
|
|
2.2
|
Salary . The Company shall pay the
Executive the base salary of TWO HUNDRED THOUSAND AND NO/100
DOLLARS (US $200,000) per year ("Base Salary") in accordance with
the Company’s usual payroll schedule. All payments made to
the Executive by the Company will be subject to normal employee
withholdings and deductions.
|
|
|
2.3
|
Benefits . During the Term, the Company
shall make available those benefits to the Executive that are
available to senior executives of the Company, which shall include
family medical insurance, term life insurance, term disability
insurance, dental insurance, a Simple IRA, and annual travel policy
(including medical for international travel). Such benefits shall
be made available subject to and on a basis consistent with the
terms, conditions (including the cost of the benefits to the
Executive) and overall administration of such plans and
arrangements and the Company’s practices with respect to such
plans.
|
(a) The
Executive shall be eligible to receive bonuses during the Term
(each, a "Bonus") provided certain requirements are satisfied. In
order to receive each Bonus, the Executive must (i) meet certain
performance goals and objectives and (ii) be continuously employed
by the Company from the date the Bonus terms are established by the
Board through the date the Board determines whether the applicable
performance goals are satisfied and the Executive is entitled
to
2
payment of the Bonus (the "Bonus Term"). The
Executive and the Board shall agree on the Executive’s
performance goals and objectives prior to the beginning of each
Bonus Term. The amount of each Bonus, if any, shall be determined
by the Board based upon the Executive’s performance against
such goals and objectives for the relevant Bonus Term, as
determined in good faith by the Board. For the Initial Term, the
Executive’s Bonus will be based on performance criteria as
set forth in Schedules A and B hereto.
(b) Provided the
Executive remains continuously employed by the Company through the
end of the Bonus Term, as required by Paragraph 2.4(a), and the
Board has determined that the applicable performance goals have
been satisfied, notwithstanding anything herein to the contrary,
each Bonus shall be paid to the Executive in the form of a lump sum
within fifteen (15) days of the end of the Bonus Term, whether or
not the Executive is employed by the Company on the actual date of
payment. Notwithstanding the foregoing, provided the Executive
remains continuously employed by the Company through the end of any
Bonus Term ending in 2007, as required by Paragraph 2.4(a), and the
Board has determined that the applicable performance goals have
been satisfied for each Bonus with a Bonus Term ending in 2007,
each such Bonus shall be paid to the Executive immediately upon the
end of such Bonus Term.
|
|
2.5
|
Stock Options . The Executive will be
eligible to be granted stock options under the Company’s
stock option plans.
|
(a) The
Company shall reimburse the Executive for all reasonable business
expenses actually and properly incurred by the Executive during the
Term, in connection with taking up and performing the Duties,
provided that all such expenses are incurred and accounted for in
accordance with reasonable policies and procedures of the Company
as are in effect from time to time.
(b) The Executive is to
be provided an American Express Corporate credit card to cover
reasonable business expenses, which may include but are not limited
to travel, lodging, meals, gasoline and entertainment. Reasonable
and standard corporate expenses include:
(i) Business
class airfares for flights above four hours or multiple flights in
combination above four hours; and
(ii) Hotels while
traveling on business (Marriott class or similar style).
(c) All reimbursements
provided for in this Paragraph 2.6 shall be paid to the Executive
no later than thirty (30) days following the date the Executive
provides all required documentation and submits a request with the
Company for reimbursement, provided that no reimbursement shall be
paid later than the end of the year following the year in which the
Executive incurs the expense. The
3
amount of expenses eligible for reimbursement in
any one year will not affect the expenses eligible for
reimbursement in any other year.
|
|
2.7
|
Vacation . The Executive shall be
entitled to twenty-five (25) vacation days per year, plus ten (10)
holidays and five (5) days of paid sick leave per year, to accrue
(except in the case of holidays) pro rata on a daily basis
beginning on the Start Date. Unused vacation days will be carried
over each year.
|
|
|
3.1
|
Subject to earlier termination as provided in
Sections 4 through 8 hereof, the initial employment term of this
Agreement shall be two (2) years beginning on the Start Date
("Initial Term"). The Initial Term shall be automatically extended,
subject to earlier termination as provided in Sections 4 through 8
hereof, for successive additional one (1) year periods (the
"Additional Term," and together with the Initial Term, the "Term"),
unless, at least twelve (12) months prior to the end of the Initial
Term or the then Additional Term, the Executive or the Company has
notified the other in writing that the Term shall terminate at the
end of the then current term.
|
|
4.
|
Termination of Employment by the Company
For Cause
|
|
|
4.1
|
The Company may terminate the Executive’s
employment at any time for Cause by providing written notice to the
Executive.
|
|
|
4.2
|
For this purpose, the term "Cause" shall mean the
following: (a) the Executive’s performance of the Duties in a
grossly negligent manner, (b) the Executive’s repeated
failure to perform the Duties as the Company reasonably requires or
to abide by the Company’s polices and/or procedures for the
operation of its business and the continuation thereof after the
receipt by the Executive of written notice from the Company, (c)
the Executive’s willful and material breach of a provision of
this Agreement, or (d) actions or omissions by the Executive that
are criminal, fraudulent, or involve dishonesty, or constitute
intentional breach of fiduciary obligation or intentional
wrongdoing or malfeasance, and, in each instance, result in harm to
the operations or reputation of the Company; provided that no act
or failure to act shall be considered "willful" unless it is done,
or omitted to be done, by the Executive in bad faith or without
reasonable belief that his act or failure to act was in the best
interest of the Company; and provided further, that Cause shall not
include any actions taken by the Executive on behalf of or at the
direction of any controlling shareholder or shareholder group (as
such terms are used under the US Federal securities laws) or any
refusal by Executive to take any actions on behalf of such
shareholder or shareholder group. Before terminating the
Executive’s employment for Cause, the Company shall provide
notice to the Executive of the Company’s intention to
terminate the Executive’s employment for Cause and the
specific grounds for such termination. The Company will give the
Executive ten (10) business days to cure the event constituting
Cause (if such is curable, in the sole discretion of the Board) and
will
|
4
not terminate the Executive’s employment if
the Executive affects such cure during that time.
|
|
4.3
|
In the event that the Executive incurs a
Separation from Service (within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code")) with the
Company on account of the Company’s involuntary termination
of the Executive’s employment for Cause, the Company shall
pay the Executive any earned but unpaid Base Salary, and accrued
and unused vacation days, in accordance with the Company’s
customary payroll practices and vacation plan, provided, however,
that such payments shall in no event be made later than thirty (30)
days following the Executive’s Separation from Service or, if
earlier, the latest time permitted by applicable law. The
Executive’s business expenses incurred through the date of
the Executive’s Separation from Service shall be reimbursed
pursuant to Paragraph 2.6 hereof.
|
|
|
4.4
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Company’s involuntary termination of the Executive’s
employment for Cause, and the Company satisfies its obligations
under Section 4 hereof, the Company shall have no further
obligation or liability to the Executive, except as provided under
Paragraph 2.4(b) hereof.
|
|
5.
|
Termination of Employment by the Company
Without Cause
|
|
|
5.1
|
The Company may involuntarily terminate the
Executive’s employment without Cause at any time and for any
reason, or no reason whatsoever, upon thirty (30) days written
notice to the Executive.
|
|
|
5.2
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Company’s involuntary termination of the Executive’s
employment without Cause, the Company shall pay the Executive any
earned but unpaid Base Salary, and accrued and unused vacation
days, in accordance with the Company’s customary payroll
practices and vacation plan, provided, however, that such payments
shall in no event be made later than thirty (30) days following the
Executive’s Separation from Service or, if earlier, the
latest time permitted by applicable law. The Executive’s
business expenses incurred through the date of the
Executive’s Separation from Service shall be reimbursed
pursuant to Paragraph 2.6 hereof.
|
|
|
5.3
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Company’s involuntary termination of the Executive’s
employment without Cause, the Company shall, in addition to the
payment set forth in Paragraph 5.2:
|
(a) Pay
the Executive an amount equivalent to one (1) year’s then
applicable Base Salary; and
(b) Cause any unexpired
options granted to the Executive under Paragraph 2.5 to vest
immediately.
5
|
|
5.4
|
As a prerequisite to receiving any of the
payments and benefits provided for in Section 5.3, the Executive
shall be required to sign a "Waiver and Release of All Claims," in
a form acceptable to Company. No payment or benefit shall be
provided under Section 5.3 unless such Waiver and Release of All
Claims has been signed and become irrevocable within 60 days of the
Executive’s Separation from Service (the "Release Effective
Date").
|
|
|
5.5
|
The additional payment provided in Paragraph
5.3(a) shall be paid to the Executive in the form of a lump sum no
later than (i) seventy (70) days following the Executive’s
Separation from Service and (ii) ten (10) days following the
Release Effective Date. In the event that the Executive incurs a
Separation from Service with the Company in 2007 on account of the
Company’s involuntary termination of the Executive’s
employment without Cause, three-fourths of the additional payment
provided in Paragraph 5.3(a) shall be paid in the form of a lump
sum immediately upon the Executive’s Separation from Service
and the provisions of Paragraph 5.4 shall not apply to such
payment. The balance of the payment due under 5.3(a) shall be made
in accordance with the terms of Paragraph 5.4 and the first
sentence of this Paragraph 5.5.
|
|
|
5.6
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Company’s involuntary termination of the Executive’s
employment without Cause, and the Company satisfies its obligations
under Section 5 hereof, the Company shall have no further
obligation or liability to the Executive, except as provided under
Paragraph 2.4(b) hereof.
|
|
6.
|
Termination of Employment by the
Executive
|
|
|
6.1
|
The Executive may terminate his employment with
the Company at any time for any reason by providing not less than
twelve (12) months written notice to the Company.
|
|
|
6.2
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Executive’s termination of his employment with the Company,
the Company shall pay the Executive any earned but unpaid Base
Salary, and accrued and unused vacation days, in accordance with
the Company’s customary payroll practices and vacation plan,
provided, however, that such payments shall in no event be made
later than thirty (30) days following the Executive’s
Separation from Service or, if earlier, the latest time permitted
by applicable law. The Executive’s business expenses incurred
through the date of the Executive’s Separation from Service
shall be reimbursed pursuant to Paragraph 2.6 hereof. Subject to
Paragraph 2.4(b), the Company shall have no further liability or
obligation to the Executive.
|
|
|
6.3
|
In the event that the Executive incurs a
Separation from Service with the Company on account of the
Executive’s termination of his employment with the Company,
and the Company satisfies its obligations under Section 6 hereof,
the
|
6
Company shall have no further obligation or
liability to the Executive, except as under Paragraph
2.4(b).
|
7.
|
Termination of Employment on Account of the
Executive’s Death or Disability
|
|
|
7.1
|
Termination of Employment on Account of
Disability . The Company shall have the right to
involuntarily terminate the Executive’s employment effective
after the determination that the Executive is unable to work due to
a Disability. If the Executive incurs a Separation from Service
with the Company on account of the Company’s termination of
his employment for Disability, then:
|
(a) The
Base Salary provided for in Paragraph 2.2 shall cease to accrue as
of the Executive’s Separation from Service;
(b) The Company shall
pay the Executive any earned, but unpaid Base Salary, and accrued
and unused vacation days, in accordance with the Company’s
customary payroll practices and vacation plan, provided, however,
that such payments shall in no event be made later than thirty (30)
days following the Executive’s Separation from Service or, if
earlier, the latest time permitted by applicable law. The
Executive’s business expenses incurred through the date of
the Executive’s Separation from Service shall be reimbursed
pursuant to Paragraph 2.6 hereof.
(c) At the option of
the Executive, the Executive and his dependents may continue to
participate in the benefit plans as described in Paragraph 2.3 to
the extent the Executive and his dependents are eligible to
participate in such benefit plans pursuant to the terms of such
benefit plans, and to the extent continuation in such benefit plans
does not violate Code Section 409A.
(d) In the event that
the Executive incurs a Separation from Service with the Company on
account of the Company’s termination of his employment for
Disability, and the Company satisfies its obligations under Section
7 hereof, the Company shall have no further obligation or liability
to the Executive, except as under Paragraph 2.4(b) hereof.
|
|
7.2
|
Disability . For purposes of this
Agreement, "Disability" shall mean (i) the Executive has begun
receiving disability income insurance payments under any long-term
disability income insurance policy that the Company is then
maintaining for the benefit of the Executive, among others; or (ii)
a physical or mental disability, as determined by an independent
physician selected by the Company, that renders the Executive
incapable of performing his Duties under this Agreement for 180
days
|
|
