Exhibit 10.1
Employment Accrued Compensation Agreement
with - Christopher J. LeClerc
November 15, 2005
Liska Biometry, Inc.
100 Main Street
Dover, New Hampshire
03820
Dear Chris:
In reference to your employment agreement
"adjustment to employment position/
compensation" dated April 1, 2005, we are
pleased to inform you that the Company
has awarded you 120,841 shares of common
stock of Liska Biometry, Inc. as
additional compensation for the period
April 1, 2005 to July 22, 2005. By
accepting these shares, you are
acknowledging that you have received full
payment for any and all obligations under
that agreement for the referenced
period. Please be advised that said shares
will be registered pursuant to Form
S-8. We recognize and acknowledge that your
services were not, in any way, in
connection with the sale of securities in a
capital-raising transaction, nor
were they directly or indirectly in
connection with promoting or maintaining a
market for Liska's securities.
Regards,
------------------
Manoj E. Hippola
Chief Financial Officer
Liska Biometry, Inc.
<PAGE>
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This
AGREEMENT, effective as of the 1st day of April 2005, is made by
and
between Liska Biometry, Inc., a Florida
corporation (the "Company"), and
Christopher LeClerc, a resident of the
state of New Hampshire (the "Executive").
RECITALS
A.
The
Company is in the business of developing a Finger Print
Biometrics business (the "Business");
B.
The
Company desires to retain the services of the Executive;
C.
The
Executive is willing to be employed by the Company; and
D.
The
parties hereto desire to enter into this Agreement in order to
set forth the respective rights, limitations and obligations of
both
the Company and the Executive with respect to the Executive's
employment with the Company, the Confidential Information, the
Discoveries, and the other matters set forth herein.
NOW
THEREFORE, in consideration of the employment of the Executive by
the
Company, the compensation paid to the
Executive and the Company continuing to
provide Confidential Information to the
Executive, as well as the other mutual
promises and consideration hereinafter
contained, the receipt and sufficiency of
which are hereby acknowledged, the parties
hereto agree as follows:
1. Term.
Subject to the provisions for termination
hereinafter provided, the Executive's
employment hereunder shall commence on the
first day of the month after the
Company receives funding in the amount of
US$ 2,000,000 (the "Employment Date")
and unless otherwise extended, end one year
after the Employment Date commences
(the "Contract Termination Date"). The
Contract Termination Date shall be
automatically extended for a successive one
(1) year period at the end of each
contract year unless the Board of Directors
of the Company (the "Board") shall
give contrary notice to the Executive,
pursuant to the terms of Section 11
below, at least ninety (90) days prior to
the end of the each contract year. In
the event that the Company does not receive
funding in the amount of $2,000,000
on or before December 31, 2005, this
agreement shall become null and void.
2. Position and Duties.
During the
Employment Term, the Executive shall serve as Chief Executive
Officer. The Executive will report to the
Company's Board of Directors as
required by law and by the Company's
governance policy in effect from time to
time, and perform such employment duties,
consistent with his position, as
specified in the Job Description. The
Executive shall devote his full productive
time, energy and ability to the proper and
efficient conduct of the Company's
business. The Executive may only devote
reasonable periods of time to service as
a Director of other businesses, with the
prior written approval and consent of
the President, to the extent that such
service does not interfere with the
performance of his obligations hereunder.
Similarly, the Executive may engage in
such charitable or community activities as
shall not interfere with the
performance of his obligations hereunder.
The Executive shall observe and comply
with all lawful and reasonable rules of
conduct set by the Board for executives
of the Company, and shall endeavor to
promote the business, reputation and
interests of the Company.
<PAGE>
3. Compensation.
(a) Base
Compensation.
As defined
in further detail below, during the Employment Term the Company
shall pay
the Executive a Base Compensation, subject to annual review, as
the Board,
in its sole discretion, may determine. The Base Compensation
shall be
paid in U.S. Dollars in accordance with the Company's normal
payroll
practices. The Base Compensation paid to the Executive shall be
ninety
thousand ($90,000) per year, payable bi-weekly in arrears.
ther
Compensation.
(i)
Annual Bonus:
The Executive shall be eligible to receive a
Performance Bonus (the "Bonus") for the achievement of the
performance goals as determined by the Board, and dependent upon
the
financial performance of the Company. The annual bonus may be
paid
in cash, fully vested stock, restricted stock, or a combination
thereof.
(ii)
The Executive shall be
granted 100,000 free trading shares upon
signing of this agreement.
(iii) The
Executive shall be granted 150,000 restricted stock upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone I as defined in Schedule A
attached
hereto
(iv)
The Executive shall be
granted 200,000 restricted stock upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone II as defined in Schedule A
attached hereto
(v)
The Executive
shall be granted 200,000 restricted stock upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone III as defined in Schedule A
attached hereto
(vi)
The Executive shall be
eligible to participate in any Company
incentive plan established by the Company under the terms and
conditions of the Plan.
(b)
Expenses.
The
Executive shall be entitled to receive prompt reimbursement for
all
reasonable
business expenses (exclusive of any commuting expenses)
incurred
by him in the course of his employment by the Company.
<PAGE>
(c) Other
Benefits.
(i)
Insurance: The Executive shall be entitled to participate in or
receive
benefits on the same basis as other executive officers of the
Company
under any employee benefit plans and arrangements applicable to
senior
management including life insurance plans, pension and
profit-sharing plans, medical and health plans or other employee
welfare
benefit
plans, annual paid vacation, sick leave, sick pay and
short-term
and
long-term disability benefits and holidays, as in effect from time
to
time.
(ii)
Vacation: The Executive shall be entitled to receive three (3)
weeks
of paid
vacation per contract year, which shall accrue from April 1,
2005
to
recognize the efforts of the executive in the founding of the
Company's
business.
Such vacation days shall accrue and become vested on the first
anniversary day of each year of the Employment Term. This benefit
shall be
reviewed
by the Board of Directors and the Executive from time to time
and
increased
when appropriate.
(iii)
Holidays: The Executive shall be entitled to the designated
Company
holidays.
4. Termination.
The
Executive's employment by the Company pursuant hereto is subject
to
termination during the Employment Term as
follows:
(a) Death.
The Executive's employment hereunder shall terminate upon his
death. In such event, the Executive's Base
Compensation and any prorated amount
of the Bonus, if any, shall be paid through
the date of the Executive's death.
Eligibility for all other benefits shall be
determined by the terms of any
applicable plan or program.
(b)
Disability. The Company may, by written notice to the
Executive,
terminate the Executive's employment if, as
a result of the Executive's
incapacity due to physical or mental
illness, the Executive shall have been
absent from his duties hereunder for ninety
(90) consecutive days or for a total
of one hundred eighty (180) days in any
three hundred sixty five (365) day
period (the "Disability Period"). In the
event of such termination, the
Executive shall receive the same benefits
payable in the event of death;
provided however that, if the Company
should adopt a disability policy at any
time during the Employment Term, the terms
of such policy shall govern.
(c)
Termination by the Company for Cause or Executive's Voluntary
Termination. The Company shall be entitled
to terminate the Executive's
employment at any time, by written notice
to the Executive, for Cause, as
defined herein:
(i) fraud or embezzlement on the part of the Executive;
(ii) conviction of or the entry of a plea of nolo contendere by
the
Executive
to any felony or other crime of fraud or moral turpitude;
<PAGE>
(iii) any act of willful or negligent misconduct by the
Executive
which is
either intended to result in substantial personal enrichment of
the
Executive at the expense of the Company or any of its subsidiaries
or
affiliates, or has a material adverse impact on the business or
reputation
of the
Company, any of its subsidiaries or affiliates, or directors or
other
officers (such determination to be made by the Company's Board
of
Directors
in the good faith exercise of its reasonable judgment); or
In the
event of termination for Cause, the Executive's Base
Compensation
and other benefits shall be paid through
the Date of Termination (as hereafter
defined), and the Executive shall have no
further rights to compensation or
benefits other than as determined by the
terms of any applicable plan or
program. The Executive shall not be
eligible to receive any portion of his
Annual Bonus.
The
Executive may terminate his employment hereunder voluntarily at
any
time with ninety (90) day's written notice
to the Board. In the event of the
Executive's voluntary termination, the
Executive shall be entitled to receive
his Base Compensation and prorated Bonus,
if any, and benefits through the Date
of Termination.
(d)
Without Cause. The Company may terminate the Executive's employment
at
any time by giving written notice to the
Executive of its intent to terminate
this Agreement without Cause. In such
event:
(i) the Executive shall be paid his Base Compensation, any
prorated Bonus and other benefits to which
the Executive is entitled for the
remainder of the Employment Term, provided
that the Base Compensation shall
represent not less than 3 months pay in
lieu of notice of termination;
(ii) all stock options held by the Executive under any stock
option plan of the Company shall become
fully exercisable, and shall remain
exercisable for a period of 180 days
following the Date of Termination; and
(iii) the Executive shall have such other rights in respect of
any incentive, other compensation plan or
benefit plan or program as may be set
forth in such plan or program.
Change in
Control. Notwithstanding any other provision of this Agreement,
should a "change in control" occur, the
Employee, at his sole option and
discretion, may terminate his employment
under this Agreement at any time within
one (1) year after such change of control
upon fifteen (15) days notice. In the
event of such termination, Company shall
pay to the Employee a severance payment
("Severance Payment") equal to three (3)
times the base amount as defined in
Section 280G(b)(3) of the Internal Revenue
Code of 1986, as amended ("Code")
minus One Dollar ($1.00). Notwithstanding
the foregoing, (a) if the Severance
Payment and any other amounts payable by
the Company to the Employee are
parachute payments under Code Section 280b
(collectively, "Parachute Payments")
and, (b), if reducing the Severance Payment
would eliminate the tax provided for
in Code Section 4999 ("Section 4999 Tax")
which would otherwise be applicable to
the Parachute Payments, and (c) if, because
of such elimination, the
<PAGE>
net amount of the Parachute Payments (total
payments minus Section 4999 Tax)
would be greater than such net amount
without reduction, then the Severance
Payment shall be reduced by the smallest
amount required to eliminate the
imposition of the Section 4999 Tax, the
foregoing determination shall be made by
Company's general counsel, and his
determination shall be binding upon the
Company and the Employee. The amount
determined under the foregoing provisions
of this Section 4(e) shall be payable no
later than one (1) month after the
effective date of the Employee's
termination of employment. A change in control
means: the acquisition, without the
approval of the Company's board of
directors, by any person or entity, other
than Company or a "related entity," of
more than twenty percent (20%) of the
outstanding shares of Company's voting
common stock through a tender offer,
exchange offer or otherwise; the
liquidation or dissolution of the Company
following a sale or other disposition
of all or substantially all of its assets;
a merger of consolidation involving
the Company which results in the Company
not being the surviving parent
corporation; or any time during any
two-year (2) period in which individuals who
constituted the board of directors of
Company at the start of such period (or
whose election was approved by at least
two-thirds of the then members of the
board of directors of Company who were
members at the start of the two-year
period) do not constitute at least fifty
(50%) of the board of directors, for
any reason. A related entity is the parent,
a subsidiary or any employee benefit
plan (including a trust forming a part of
such a plan) maintained by the
Company, its parent or a subsidiary
(f) Date
of Termination. The date upon which a termination pursuant to
this Section 4 becomes effective (the "Date
of Termination" or "Termination
Date") shall be: the date upon which the
party terminating this Agreement gives
the other party written notice thereof in
accordance with Section 11 hereof.
5. Confidential Informatio
