EXHIBIT 10.4
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") dated September 27, 2006 by
and
between Genotec Acquisition Corp. ("Genotec" or the "Company") , a
New Jersey
corporation with an address at 5 Regent Street, Livingston, NJ
07039 (the
"Company"), and Susan Blancato, an individual having an office at
450 Commack
Road Deer Park, NY 11729 (the "Employee").
W I T N E S S E T H
WHEREAS, the Company, Genotec Nutritionals, Inc., a Delaware
corporation
("Seller"), George Kontonotas, an individual ("Kontonotas"), Joseph
Freedman, an
individual ("Freedman"), Susan Blancato, an individual
("Blancato"),
(Kontonotas, Freedman, and Blancato shall be collectively referred
to herein as
the "Shareholders"), MM(2) Group, Inc. , a New Jersey corporation
("MM2")
entered into an Asset Purchase Agreement dated September 27, 2006
(the "Asset
Purchase Agreement"); and
WHEREAS, the Company desires that Employee be employed by it and
render
services to it, and Employee is willing to be so employed and to
render such
services to the Company, all on the terms and subject to the
conditions
contained herein.
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
contained herein, and other good and valuable consideration, the
receipt
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1.
EMPLOYMENT
Subject to and upon the terms and conditions contained in this
Agreement,
the Company hereby employs Employee, for the period set forth in
Paragraph 2
(subject to the terms and conditions of this Agreement), to render
the services
to the Company, its affiliates and/or subsidiaries described in
Paragraph 3.
2. TERM
Employee's term of employment under this Agreement shall commence
on
September 21, 2006 (the "Commencement Date") and shall continue for
a period
terminating on September 30, 2009 (the "Expiration Date"), unless
earlier
terminated under the terms and conditions herein (the "Employment
Term").
3. DUTIES
(a)
The Employee agrees that she will serve the Company on a
full-time
basis faithfully and to the best of her ability as Vice President
-
Administration, subject to the general supervision of the Chief
Executive
Officer of the Company. Employee shall be based in the Company's
offices in Deer
Park, New York.
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(b)
The Employee's duties are subject to change, as determined by the
Chief
Executive Officer and/or the Company's Board of Directors. The
Employee's
primary areas of responsibility include, but are not limited to:
Office
administration, bookkeeping, human resources.
(c)
Employee agrees to abide by all By-Laws and policies of the
Company, as
promulgated from time-to-time by the Company.
(d)
Employee will serve as a member of the Company's Management
Committee
or as otherwise directed by the Chief Executive Officer of the
Company.
4.
EXCLUSIVE-SERVICES AND BEST EFFORTS
Employee shall devote her entire working time, attention, best
efforts and
ability exclusively to the service of the Company, its affiliates
and
subsidiaries during the term of this Agreement. Employee will be
permitted to
provide limited management services to the business of
CardioCeuticals LLC only
through September 30, 2006. Deviations from this shall require
written approval
by the Chief Executive Officer or the Company's Board of
Directors.
5.
COMPENSATION
(a)
Base Salary. Commencing on the Commencement Date, and for the
next
twelve (12) months following the Commencement Date, the Employee
shall receive
an annual salary, payable bi-weekly, in the amount of Forty Eight
Thousand
Dollars ($48,000), subject to all required federal, state and local
payroll
deductions. The Employee's base salary shall be increased on each
anniversary of
the Commencement Date as deemed appropriate by the Chief Executive
Officer with
the approval of the Board of Directors of the Company.
(c)
Additional Compensation. Following the first anniversary of the
Commencement Date, the Employee may be paid a bonus as set forth in
Attachment A
herein.
(d)
Stock Options. The Employee shall participate in the Company's
Incentive Stock Option Plan at the sole discretion of the Board of
Directors of
the Company.
6. BUSINESS
EXPENSES
Employee shall be reimbursed for only those business expenses
incurred by
her (a) which are reasonable and necessary for Employee to perform
her duties
under this Agreement in accordance with policies established from
time-to-time
by the Company, and (b) for which Employee has submitted vouchers
and/or
receipts.
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7. EMPLOYEE
BENEFITS, VACATIONS, PERSONAL DAYS
During the term of this Agreement:
(a)
The Employee shall participate in the Company's health
insurance
program covering herself and her immediate family at no cost to the
Employee.
(c)
The Employee shall be entitled to four (4) weeks of vacation,
sick
and/or personal days per annum during the Employment Term beginning
on the
Commencement Date, to be planned and taken (where possible) at such
times as may
be mutually agreed upon by the Chief Executive Officer of the
Company and the
Employee. Vacation may not be carried over from one calendar to the
next. Any
vacation earned and not used in the calendar year in which it is
earned will be
lost. The Employee shall also be entitled to have off all published
holidays of
the Company, as announced on December 31st of each year for the
following
calendar year.
8. DEATH AND
DISABILITY
(a)
The Employment Term shall terminate on the date of Employee's
death, in
which event Employee's base salary payable pursuant to Paragraph 5
through the
last day of the month in which the Employee's death did occur shall
be paid to
her estate. Employee's estate will not be entitled to any other
compensation
upon termination of this Agreement pursuant to this Paragraph
9(a).
(b)
If during the Employment Term, Employee, because of physical or
mental
illness or incapacity, shall become substantially unable to perform
the duties
and services required of her under this Agreement for a period of
sixty (60)
consecutive days or one hundred twenty (120) days in the aggregate,
the Company
may, upon at least ten (10) days prior written notice given at any
time after
the expiration of such 60 or 120-day period, as the case may be,
provide
Employee with a written notice of its intention to terminate this
Agreement as
of such date as may be set forth in the notice. In case of such
termination,
Employee shall be entitled to receive her salary payable pursuant
to Paragraph
5, through the date of termination. Employee will not be entitled
to any other
compensation upon termination of this Agreement pursuant to this
Paragraph 9(b).
9.
TERMINATION
(a)
The Company may terminate the employment of Employee "FOR CAUSE"
during
the Employment Term. Upon such termination, except as set forth
herein, the
Company shall be released from any and all further obligations
under this
Agreement, except that the Company shall be obligated to pay
Employee the unpaid
prorated base salary pursuant to Paragraph 5 earned or accrued up
through the
day on which Employee is terminated.
(b)
As used herein, the term "FOR CAUSE" shall mean:
(i) any material breach of this Agreement by Employee that, in
the
case of a breach that may be cured or remedied, is not cured or
remedied to the
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reasonable satisfaction of the Company within 30 days after written
notice is
given by the Company to Employee, setting forth in reasonable
detail the nature
of such breach;
(ii) Employee's failure to perform her duties and services
hereunder
to the reasonable satisfaction of the Chief Executive Officer or
the Board of
Directors of the Company that, in the case of any such failure that
may be cured
or remedied, is not cured or remedied to the reasonable
satisfaction of the
Company within 30 days after notice is given by the Company to
Employee, setting
forth in reasonable detail the nature of such failure;
(iii) any material act, or material failure to act, by Employee in
bad
faith and to the material detriment of the Company; or
(iv) commission by Employee of a material act involving moral
turpitude, dishonesty, unethical business conduct, or any other
conduct which
significantly impairs the reputation of the Company, its
subsidiaries or
affiliates.
(v) the conviction of the Employee of a felony, including the plea
of
nolo contendre.
(c)
The Employee may terminate this Agreement if MM2 fails to
contribute
the Additional Investment as set forth in Section 6.3(a) of the
Asset Purchase
Agreement within eighteen (18) months from the Closing Date of the
Asset
Purchase Agreement.
10. DISCLOSURE OF
INFORMATION AND RESTRICTIVE COVENANT
(a) The Employee acknowledges that the Employee has been informed
that it is the
policy of the Company to maintain as secret and confidential all
information
(i) relating to the products, processes, designs and/or systems
used
by the Company and its Affiliates and
(ii) relating to the customers and employees of the Company and
its
Affiliates. Confidential information and trade secrets include, but
are not
limited to, customer and client lists, price lists, marketing and
sales
strategies and procedures, operational and equipment techniques,
business plans
and systems, quality control procedures and systems, special
projects and
technological research, including projects, research and reports
for any entity
or client or any project, research, report or the like concerning
sales or
manufacturing or new technology, employee compensation plans and
any other
information relating thereto, and any other records, files,
drawings,
inventions, discoveries, applications or processes which are not in
the public
domain (all the foregoing shall be referred to herein as the
"Confidential
Information"). The Employee further acknowledges that such
Confidential
Information is of great value to the Company.
For
purposes of this Agreement, "Affiliates" means any person or entity
or
group of persons or entities acting together that, directly or
indirectly,
through one or more intermediaries, controls, or is controlled by,
or is under
common control with, the Company.
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The
parties recognize that the services to be performed by the Employee
are
special and unique, and that by reason of her employment by the
Company, the
Employee has and will acquire Confidential Information as stated
above. The
parties confirm that it is reasonably necessary to protect the
Company's (and
its Affiliates') goodwill, and accordingly the Employee does agree
that the
Employee shall not and will not directly or indirectly (except
where authorized
by the Board of Directors of the Company for the benefit of the
Company or
agreed in writing by the Company and the Employee):
A.
At any time during her employment by the Company or after the
Employee
ceases to be employed by the Company, divulge to any persons, firms
or
corpo