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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is entered
into by and
between AcuNetx, Inc. ("Company"), a Nevada corporation, AND
RONALD A. WALDORF
("Executive") (collectively, "Parties"), effective as of January
2008
("Effective Date").
WITNESSETH
WHEREAS, the Company desires to employ Executive, to assure
itself of
the continued services of Executive:. and to have the Executive
provide "best
efforts" to support the growth and operations of the
Company.
WHEREAS, Executive desires to be employed by the Company under
the terms
and conditions herein.
Now, THEREFORE, in consideration of the mutual covenants and
agreements
set Faith herein AND for other good and valuable consideration,
the receipt and
sufficiency of which are hereby acknowledged, the Panics agree
as follows:
1. EMPLOYMENT BY THE COMPANY. The Company hereby employs
Executive to
render exclusive and full-time services to the Company as
PRESIDENT AND CHIEF
EXECUTIVE OFFICER of the Company pursuant to the terms and
conditions of this
Agreement. Executive will report directly to the Company's Board
of Directors.
Executive will have the responsibilities, duties and authorities
that are
customarily associated with such position. The Company's Board
of Directors may
modify Executive's duties and objectives at its discretion from
time to time.
2. COMPENSATION. The Company agrees to pay Executive
compensation
including base salary, and bonuses, if any as set forth in this
Section 2 below.
2.1 SALARY. Executive's monthly base salary WILL be $12,500
per
month (an annualized rate of $150,000) payable at such times as
the Company's
payroll obligations are normally paid.
Executive's base salary shall be automatically increased on
each
anniversary of the date of this Agreement by the Adjustment
Percentage (as
defined below) of the base salary applicable to the previous
year. As used
herein, "Adjustment Percentage" means the percentage increase,
if any, in the
Consumer Price Index for Urban Wage Earners and Clerical Workers
(Los
Angeles-Long Beach-Anaheim). as published by the Bureau of Labor
Statistics of
the U.S. Department of LABOR, over the preceding twelve (I 2)
months
In addition, Executive's salary will be reviewed annually by
the
Compensation Committee of the Board of Directors. The
Compensation Committee
shall advise the Board of its review and make recommendations
concerning
Executive's ongoing compensation for the consideration of the
entire Board, it
being contemplated that increases in Executive's salary will
generally keep pace
with increases in the salaries of other executive officers of
the Company.
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2.2 BENEFITS. The Company also agrees to provide Executive
with
benefits consistent with Company policy and practice for its
Executives. The
Compensation Committee of the Board will establish an Executive
Benefit Plan,
consistent with the financial circumstances of the Company. Such
benefits may
include health, life and disability insurance, 401(k) plans,
etc.
2.3 EXPENSES. Executive is authorized to incur reasonable
expenses for promoting the business of the Company, including
expenses for
entertainment, travel and similar items. The Company shall
reimburse Executive
for all such expenses on the presentation by Executive of
itemized accounts of
such expenditures in accordance with guidelines set forth by the
Internal
Revenue Service.
2.4 EQUITY INCENTIVE. Effective as of the date of this
Agreement, the Company shall grant Executive qualified options
to purchase 1.5
million shares of the Common Stock of the Company (the "Bonus
Shares") in
accordance with the Stock Option Agreement in the form attached
hereto, which
shall vest at the rate of 33% per year as specified therein, The
options granted
herein supersede any and all options previously granted and not
vested pursuant
to the previous Employment Agreement between the Executive to
act as President
the Company's subsidiary.
3. NON-COMPETITION AND CONFIDENTIALITY.
a. NON-COMPETITION. The Company and Executive acknowledge
and
agree that Executive's services are of a special and unusual
character which
have a unique value to the Company, the loss of which cannot be
adequately
compensated by damages in an action at law and if used in
competition with the
Company, could cause serious harm to the Company. Accordingly,
Executive agrees
that during the term of this Agreement and for a period of 12
months after the
termination of this employment by the Company, irrespective of
the reason for
such termination, Executive will not (1) enter into any
agreement with or
directly or indirectly solicit or attempt to solicit any
employee or other
representatives of the Company (the "Company") for the purpose
of causing them
to leave the Company to take employment with any other business
entity, or (2)
compete, directly or indirectly, with the Company in any way and
that Executive
will not act as an officer, director, employee, consultant,
shareholder, lender
or agent of any entity engaged in any business of the same
nature as, or in
competition with, the business in which the Company is now
engaged, was engaged
during Executive's employment or is engaged at the time of
Executive's
termination of employment, except for the ownership of less than
five percent
(5%) of the outstanding capital stock of a publicly traded
company.
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b. CONFIDENTIALITY.
(1) Executive acknowledges that in Executive's employment
hereunder,
Executive will be making use of acquiring and adding to the
Company's trade
secrets and its confidential and proprietary information of a
special and unique
nature and value relating to such matters as, but not limited
to, the Company's
business operations, internal structure, financial affairs,
programs, software
systems, procedures, manuals, confidential reports, lists of
clients and
prospective clients and sales and marketing methods, AS well as
the amount,
nature and type of services, equipment and methods used and
preferred by the
Company's clients and the fees paid by such clients, all of
which shall be
deemed to be confidential information. Executive acknowledges
that such
confidential information has been and will continue to be of
central importance
to the business of the Company and that disclosure of it to or
its use by others
could cause substantial loss to the Company. In consideration of
employment by
the Company, Executive agrees that during the Term and any
renewal term of this
Agreement and upon and after leaving the employ of the Company
for any reason
whatsoever, Executive shall not, for any purpose whatsoever,
directly or
indirectly, divulge or disclose to any person or entity any of
such confidential
information which was obtained by Executive AS a result of the
Executive's
employment with the Company or any trade secrets of the Company,
but shall hold
all of the same confidential and inviolate.
(2) All contracts, agreements, financial books, records,
instruments
and documents; client lists; memoranda; data; reports; programs;
software.
tapes; Rolodexes; telephone and address books; letters;
research; card decks;
listings; programming; and any other instruments, records or
documents relating
or pertaining to clients serviced by the Company or Executive,
the services
rendered by Executive, or the business of the Company
(collectively, the
--Records") shall at all times be and remain the property of the
Company. Upon
termination of this Agreement and Executive's employment under
this Agreement
for any reason whatsoever, Executive shall return to the Company
all Records
(whether furnished by the Company or prepared by Executive), and
Executive shall
neither make nor retain any copies of any of such Records after
such
termination.
(3) All inventions and other creations, whether or not
patentable or
copyrightable, and all ideas, reports and other creative works,
including,
without !imitation, computer programs, manuals and related
materials, made or
conceived in whole or in part by Executive while employed by the
Company and
within six months thereafter, which relate in any manner
whatsoever to the
business, existing or proposed, of the Company or any other
business or research
or development effort in which the Company or any of its
subsidiaries or
affiliates engages during Executive's employment by the Company
will be
disclosed promptly by Executive to the Company and shall be the
sole and
exclusive property of the Company. All copyrightable works
created by Executive
and covered by this Section 3b(3) shall be deemed to be works
for hire.
Executive shall cooperate with the Company in patenting or
copyrighting all such
inventions, ideas, reports and other creative works, shall
execute, acknowledge,
seal and deliver all documents tendered by the Company to
evidence its ownership
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