HALBERD CORPORATION,
INC.
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is entered into this 28
th
day of January , 2009 , by and
between John C. Maddox , a Michigan resident
(“Maddox”), 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, Maddox has obtained certain unique and
particular talents in all aspects of managing companies;
and
WHEREAS, the Company desires to employ Maddox as
employee, and Maddox 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 Maddox as the
President & Chief Operating Officer and Maddox hereby accepts
such employment and appointment.
2.
Duties . Maddox will make the best use of his
energy, knowledge and training in advancing the Company’s
interests. Maddox 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. Maddox 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 Maddox by written letter to the
Chairman with thirty (30) days notice.
4.
Termination . Subject to the respective continuing
obligation of the Company and Maddox 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 Maddox without “Cause”
or because of a Change in Control (as defined in 4d below) shall
result in Termination payments to Mr. Maddox 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. Maddox 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 Maddox 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. Maddox’s employment and
(iv) the material default in performance of the employment
agreement by Mr. Maddox which has not been cured within 30 days
following written notice from the Company to Mr. Maddox specifying
the nature of the default; provided, that in the event the Company
provides Mr. Maddox with such written notice, Mr. Maddox 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 Maddox in the event that
Maddox 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.
Maddox’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 Maddox.
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(a)
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Salary . Maddox 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, Maddox
base salary shall increase $240,000 per annum. The Board
of Directors will conduct an annual performance and salary review
of Maddox.
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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. Maddox 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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(c)
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Benefits . Health Insurance
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