EMPLOYMENT
AGREEMENT
AGREEMENT entered into this 14th day of
November, 2006, by and between JUMA TECHNOLOGY,
CORP., a New York Corporation with offices located at 154
Toledo Street, Farmingdale, New York 11735 (hereinafter, the
“Company”) and FRANCES R. VINCI , c/o
Juma Technology, Corp., 154 Toledo Street, Farmingdale, New York
11735 (hereinafter, “Executive”).
W I T N E S S E T
H:
WHEREAS, the Company is engaged in a business
that includes the installation and wiring of Digital Video
Surveillance and Recording Systems, Access Control Security
Systems, Network Data Security, Phone Systems, Information
Technology (IT) Services and Related Equipment, that is provided to
its corporate, commercial, retail, business and educational
customers; and
WHEREAS, the Company desires to employ the
Executive as Executive Vice President, and desires to provide her
with compensation and other benefits on the terms and conditions
set forth in this Agreement; and
WHEREAS, the Executive wishes to accept such
employment and perform services for the Company on the terms and
conditions hereinafter set forth;
NOW THEREFORE, it is hereby agreed by and
between the parties as follows:
1.1 Subject to the terms and conditions of this
Agreement, the Company agrees to employ Executive during the term
hereof as its Executive Vice President.
1.2 Subject to the terms and conditions of this
Agreement, Executive hereby accepts employment as Executive Vice
President of the Company and agrees to devote her full working time
and efforts, to the best of her ability, experience and talent, to
the performance of services, duties and responsibilities in
connection therewith.
Executive’s term of employment under this
Agreement (the “Term”) commenced on November
14, 2006 and, subject to the terms hereof, shall continue for
three (3) years until November 15, 2009. Thereafter, this Agreement
shall automatically renew, annually, upon the terms and conditions
set forth herein; however, the parties have the right, at the
election of the Company, to change the terms of this Agreement by
the execution of an Addendum Agreement by each party.
3.1 Salary. During the Term,
the Company shall pay Executive a Base Salary at the rate of One
Hundred Twenty Five Thousand ($125,000.00) Dollars per annum. Base
Salary shall be payable in accordance with the ordinary payroll
practices of the Company, but no less frequently than semi-monthly.
Unless this Agreement is terminated, extended or a new Agreement is
negotiated, at the end of the initial Term hereof, the
Executive’s Base Salary shall increase at the rate of fifteen
(15%) percent, per annum, thereafter, and, as so increased, shall
constitute “Base Salary” hereunder.
3.2 Bonus. As an inducement to
the Executive, during the Term of this Agreement and any renewal or
extension period thereafter, the Executive shall be entitled to
receive an annual Bonus of up to: (i) One Hundred (150%) percent of
her then Base Salary in cash and, (ii) Two Hundred (225%) of her
then Base Salary in Company Common Stock, which may include Stock
Options, Restricted Stock and/or Deferred Compensation, pursuant to
the terms of the Executive Bonus Plan, which is a weighted Formula
based upon the approved Budget by the Company’s Board of
Directors and/or its Compensation Committee. Under the terms of
said Executive Bonus Plan, there are three (3) equal components to
the Budget, to wit: (a) Sales of Professional Services; (b) Gross
Profit Percentage of Professional Services; and (c) Net Income of
Professional Services. In the event that the Company successfully
achieves 100% to 149% of the approved Budget Target (whether for a,
b or c, above), then the Executive shall be entitled 100% of his
Base Salary, times one-third (representing equal weight for each
category, a, b or c, above). In the event that the Company
successfully achieves 150% to 199% of the approved Budget Target
(whether for a, b or c, above), then the Executive shall be
entitled 125% of her Base Salary, times one-third (representing
equal weight for each category, a, b or c, above). Likewise, in the
event that the Company successfully achieves 200% or more of the
approved Budget Target (whether for a, b or c, above), then the
Executive shall be entitled 150% of his Base Salary, times
one-third (representing equal weight for each category, a, b or c,
above). In no event shall the three (3) Bonus components identified
above, when combined, exceed 150% of the Executive’s Base
Salary, then in effect for the cash component of the Bonus. The
Executive shall exclusively determine whether said cash component
of the Bonus, if any, shall be paid in the form of Cash or the
issuance of Company Stock, or a combination thereof.
3.3 Compensation Plans and
Programs. Executive shall be eligible to participate in
any Compensation Plan or Program [401(k) Stock Option Plan]
maintained by the Company in which other Executives or employees of
the Company participate, on similar terms.
3.4
Loans. Under no circumstances may the Executive
receive a Loan from the Company, of any kind or fashion, or of any
duration, whatsoever.
4.1 Medical, Dental and Vision Benefit
Plans. The Company shall provide to the Executive and her
Family, during the Term of his employment, or any renewal or
extension thereafter, with coverage under all Employee medical,
dental and vision benefit programs, plans or practices adopted by
the Company and made available to all employees of the
Company.
4.2 Life and Disability Insurance
Benefit Plans. The Company shall provide Executive during
the Term of her employment, or any renewal or extension thereafter,
with coverage under all Employee life insurance and disability
insurance plans as may be adopted and in effect by the Company and
made available to all employees of the Company.
4.3 Vacation Benefit. The
Executive shall be entitled to four (4) weeks paid vacation in each
calendar year (but no more than ten [10] consecutive business days
at any given time), which shall be taken at such times as are
consistent with Executive’s responsibilities hereunder. The
Executive’s vacation schedule shall be submitted and approved
by the Company. The Executive agrees and understands that vacation
days shall not be taken during any period upon
which the Company is undergoing a financial audit by its approved
Financial Auditors. Unless otherwise approved by the Company, any
vacation days not taken in any calendar year shall be forfeited
without payment therefore.
4.4 Expenses. The Executive is
authorized to incur reasonable expenses in carrying out her duties
and responsibilities under this Agreement, including expenses for
travel, automobile
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