Exhibit 10.2: Employment
Agreement
This Employment Agreement (“
Agreement ”), dated December 8, 2008, is made by and
between Christopher Wain (“ Employee ”)
and SARS Corporation , a Nevada corporation (“
Company ”). Collectively referred to herein
as the “ Parties .”
WHEREAS, Employee has extensive background in
the area of business development, engineering and
finance;
WHEREAS, Employee desires to be engaged by
Company to provide services to Company subject to the conditions
set forth herein;
WHEREAS, Employee has been engaged with the
Company as a Consultant through Employee’s entity, ASAI
Consulting, and the Parties previously executed an Amended
Consulting Agreement, dated July 16, 2008 (the “
Consulting Agreement ”);
WHEREAS, the Parties hereby agree that this
Agreement shall supersede the Consulting Agreement;
WHEREAS, Company is a publicly held corporation
with its common stock shares trading on the Over the Counter
Bulletin Board under the ticker symbol SARO and desires to further
develop its business; and
WHEREAS, Company desires to engage Employee to
provide the Services, as defined below, in his area of knowledge
and expertise on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration for those
services, Employee provides to Company, the Parties agree as
follows:
1. Position
and Services of Employee
Employee agrees
to perform for Company the Services, defined below, during the
Term, also defined below, of this Agreement, upon such terms and to
the extent the Parties agree from time to time. The
nature of the Services to be provided shall include, but are not
limited to, (i) business development, management and strategic
advice, (ii) acting as Chief Executive Officer of SARS and its
subsidiary, Secure Asset Reporting Services, Inc., (iii) assist
with securing necessary key employees, and (iv) any other services
as mutually agreed upon by the Parties (collectively referred to
herein as the “ Services ”).
Employee agrees to devote his full time,
attention, energies, solely and exclusively in the performance of
his duties under the terms of this Agreement. However,
the expenditure of reasonable amounts of time for educational,
charitable, or professional activities shall not be deemed a breach
of this Agreement if those activities do not materially interfere
with the services required under this Agreement, and shall not
require the prior written consent of the Company’s Board of
Directors. This Agreement shall not be interpreted to
prohibit Employee from making passive personal investments or
conducting private business affairs, or serving on the boards of
directors of other companies or other entities, if those activities
do not materially interfere with the services required under this
Agreement and do not violate this Agreement.
(a)
Consideration for Services
Company agrees to pay Employee, as
Employee’s salary for the Services, (i) Five Thousand Dollars
(USD $5,000) per week (paid bi-weekly) and (ii) an equity award
equal to eighteen percent (18%) of the current issued and
outstanding common stock of the stock as of December 8,
2008. As of December 8, 2008, the Company has a total of
49,407,916 shares of common stock issued and outstanding,
eighteen percent 18% of which is equal to 8,893,425 shares of
restricted common stock (the “ Shares ”). The
Shares are issuable on January 2, 2009. The Shares, when
issued, sold and delivered shall be duly and validly issued, fully
paid and nonassessable shares of the Company.
The Parties agree that the Company will be
responsible for paying any reasonable out of pocket expenses
incurred by Employee in the performance of the Services (the
“ Expenses ”). Expenses exceeding
Five Hundred Dollars (USD$500.00) shall be mutually agreed upon by
the Parties before they are incurred by Employee. If
Employee is working in Northern Ireland, then Expenses shall
include one full fair return flight to the United States per month.
The full fair return flight may be used by family, or the
reasonable equivalent cost may used for other personal
travel.
Expenses shall also include, but are not limited
to, mobile phone bill, provision of car use while in Northern
Ireland and associated running costs. Furthermore, the
Parties agree that the Company shall provide reasonable housing for
the Employee during his stay(s) in Northern Ireland. The
location and cost of which shall be mutually agreed upon by the
Parties.
Within sixty (60) days of the date of this
Agreement, the Company and Employee shall determine, in their
respective reasonable discretion, the terms of the “
Welfare Benefits ” (as hereinafter defined) to which
Employee shall be entitled. For purposes hereof, “ Welfare
Benefits ” shall mean medical, prescription and dental
plans, in no event less favorable than those applicable to any
other executive of the Company, and in all events extending to paid
vacation and holiday per annum in accordance with current Company
policy.
Each party agrees that during the course of this
Agreement, information that is confidential or of a proprietary
nature may be disclosed to the other party, including, but not
limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues,
usage rates, advertising relationships, projections, and marketing
data (“ Confidential Information ”).
Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or thereafter becomes part of the public domain through
a source other than the receiving party, (b) was known to the
receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality
obligation to the providing party. Confidential
Information need not be marked as confidential at the time of
disclosure to receive “Confidential Information”
protection as required herein, rather all information disclosed
that, given the nature of the information or the circumstances
surrounding its disclosure reasonably should be considered as
confidential, shall receive “Confidential Information”
protection.
Employee agrees not to remove from the
Company’s office or copy any of the Company’s
confidential information, trade secrets, books, records, documents
or customer or supplier lists, or any copies of such documents,
without the express written permission of the Board of Directors of
the Company or as may be required or appropriate in connection with
performance hereunder. Employee agrees, at the
termination date, to return any property belonging to the Company,
including, but not limited to, any and all records, notes,
drawings, specifications, programs, data and other materials (or
copies thereof) pertaining to the Company’s businesses or its
product(s) and service(s), generated or received by Employee during
the course of his employment with the Company.
4.
Non-Competition, Non-Solicitation .
Employee agrees
that he shall not, during the term of this Agreement and for one
(1) year subsequent thereto, without both the disclosure to
and the written approval of the Board of Directors of the Company,
directly or indirectly, engage or be interested in (whether as a
principal, lender, employee, officer, director, partner, venturer,
Employee or otherwise) any business(es) that is competitive with
the business being conducted by the Company through the termination
date, without the express written approval of the Board of
Directors.
Employee agrees
that he will not, without the prior written consent of the
Company’s Board of Directors, for a period of one (1) year
after the termination date, directly or indirectly disturb, entice,
or in any other manner persuade, any
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