HALBERD CORPORATION,
INC.
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is entered into this 28
th
day of January , 2009 , by and
between Mark S. Lundquist , a Michigan resident
(“Lundquist”), and Halberd Corporation, Inc ., a
Nevada corporation (the “Company”).
RECITALS
WHEREAS, the Company operates as a Holding
Company with the operations in subsidiaries under the umbrella of
the Company; and
WHEREAS, Lundquist has obtained certain unique
and particular talents in all aspects of managing companies;
and
WHEREAS, the Company desires to employ Lundquist
as employee, and Lundquist desires to be employed by the Company,
subject to the terms, conditions and covenants hereinafter set
forth.
AGREEMENT
NOW, THEREFORE, in consideration of the
promises, representations, and covenants described herein, and in
consideration of the recitals above, which are incorporated herein
by reference, and for other good and valuable consideration, the
receipt and sufficiency of which the Parties hereby acknowledge,
the Parties hereby agree as fellows:
1.
Employment . Subject to all of the terms and conditions of
this Agreement, the Company agrees to employ Lundquist as the
President & Chief Operating Officer and Lundquist hereby
accepts such employment and appointment.
2.
Duties . Lundquist will make the best use of his
energy, knowledge and training in advancing the Company’s
interests. Lundquist will work full-time for the
Company and diligently and conscientiously perform the duties of
President & Chief Operating Officer, and such other positions
within the general guidelines as determined by the Company’s
Board of Directors. Lundquist will keep the Company informed of any
other business activities or outside employment, and will promptly
restrict or stop any activity or employment that might conflict
with the Company’s interests upon written notice of the Board
of Directors.
3.
Term . Subject to earlier termination in
accordance with Section 4 below, this Agreement shall take effect
as of the date hereof and shall remain in effect for a period of
Three (3) years. This Agreement shall automatically renew for
successive one (1) year periods after such initial term, unless and
until terminated by either the Board of Directors as prescribed in
the Company’s by-laws or by Lundquist by written letter to
the Chairman with thirty (30) days notice.
4.
Termination . Subject to the respective continuing
obligation of the Company and Lundquist under Section 6 and 7
below:
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(a)
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The Company may terminate this
Agreement upon written notice to Lundquist without
“Cause” or because of a Change in Control (as defined
in 4d below) shall result in Termination payments to Mr. Lundquist
equal to 100% of base salary plus premiums on health insurance for
either (i) the immediate 18-month period following the date of
termination if termination occurs in the first 24 months of
employment or (ii) the 12-month period beginning on the date of
termination if termination occurs after the first 24 months of
employment. Such amount will be paid in a lump sum on
termination in consideration for an 18-month or 12-month
non-compete agreement, depending on the period for determining the
termination payment. In the event the company waives its
non-compete rights, then the company shall pay Mr. Lundquist an
amount equal to his normal pay for a period of 12-months post
termination;
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(b)
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The Company may terminate this
Agreement immediately upon written notice to Lundquist for cause,
which is hereby defined as (i) the willful commission of an act of
fraud or embezzlement against the Company, (ii) conviction or plea
of nolo contendere of a crime constituting a felony, (iii) the
commission of actions involving willful malfeasance or gross
misconduct in connection with Mr. Lundquist’s employment and
(iv) the material default in performance of the employment
agreement by Mr. Lundquist which has not been cured within 30 days
following written notice from the Company to Mr. Lundquist
specifying the nature of the default; provided, that in the event
the Company provides Mr. Lundquist with such written notice, Mr.
Lundquist will have a right to make a presentation to the Board,
either personally or through counsel, to present his viewpoint on
the issue prior to any final decision being made by the
Board;
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(c)
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The Company may terminate this
Agreement upon 12-weeks written notice to Lundquist in the event
that Lundquist has been determined by a certified medical review
board to be disabled in such a way that no reasonable
accommodations can be made to allow him to be capable of performing
his duties hereunder. However, the Board, in its sole
discretion, may extend the period of any compensation or
benefits;
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(d)
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Termination because of “Change
in Control.” a “Change in Control” as defined by
the Company’s by-laws or by the laws of the State in which
the Company is incorporated as in effect on the date of Mr.
Lundquist’s employment; provided , however ,
that notwithstanding the foregoing, a Change in Control shall not
include the following: (i) any transaction (or series of
related transactions) in which the stockholders of the Company (or
their affiliates) immediately prior thereto own, directly or
indirectly, at least 50% of the outstanding voting power of the
surviving or acquiring entity (or any parent entity) immediately
thereafter; or (ii) any transaction the primary purpose of which is
to generate financing for the Company; and
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(e)
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This Agreement will terminate upon
the death of Lundquist.
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(a)
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Salary . Lundquist shall receive an annual
base salary of $120,000 to be paid as per the Company’s usual
and standard payroll practices, with an annual salary increase of
not less than the national average for the Cost of Living Index for
the positions as described in Section 1 above. Further, upon an
effective Form S-1, and with Board of Director approval, Lundquist
base salary shall increase $240,000 per annum. The Board
of Directors will conduct an annual performance and salary review
of Lundquist.
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(b)
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Bonus . The Board of Directors shall determine the
amount of bonuses to be paid, if any, based upon the
individual’s performance and the Company’s performance,
during each calendar year. For 2009 and for each successive annual
period completed, Mr. Lundquist will be eligible for bonus payments
of up to 80% of his annual base salary. Such payments
shall be determined by the Board, based upon achievement of the
annual business objectives set by the Company’s Board of
Directors.
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