EXHIBIT 10.3
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EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT (the "Agreement") dated September 21, 2006 by
and
between Genotec Acquisition Corporation ("Genotec" or the
"Company") , a New
Jersey corporation with an address at 5 Regent Street, Livingston,
NJ 07039 (the
"Company"), and Joseph Freedman, an individual having his 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
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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
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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
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(a) The Employee agrees that he will serve the Company on a
full-time basis faithfully and to the best of his ability as Vice
President -
Product Development, 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.
<PAGE>
(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
developing new products for the Company
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(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
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Employee shall devote his 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
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(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
Seventy Thousand
Dollars ($70,000), 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
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Employee shall be reimbursed for only those business expenses
incurred
by him (a) which are reasonable and necessary for Employee to
perform his 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.
7.
EMPLOYEE BENEFITS, VACATIONS, PERSONAL DAYS
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<PAGE>
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. Should Employee elect not to participate in the Company's
health
insurance program, then in lieu of such participation, the Employee
shall
receive a Six Hundred Dollar ($600) per month expense
allowance.
(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. During the term of this Agreement:
8.
DEATH AND DISABILITY
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(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 his 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 him 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 his 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
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(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.
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<PAGE>
(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 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 his 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
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(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.
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<PAGE>
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.
The parties recognize that the services to be performed by the
Employee
are special and unique, and that by reason of his 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 Employe
