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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: ADVANCED COMMUNICATIONS TECHNOLOGIES INC You are currently viewing:
This Employment Agreement involves

ADVANCED COMMUNICATIONS TECHNOLOGIES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 9/29/2006
Industry: Business Services    

EMPLOYMENT AGREEMENT, Parties: advanced communications technologies inc
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EMPLOYMENT AGREEMENT

 

EMPLOYMENT   AGREEMENT (this " Agreement "), dated as of the 8th day of September, 2006, by and between Advanced Communication Technologies, Inc., a Florida corporation (" ACT "), and Steven J. Miller, an individual whose current address is 102 Steeplechase Lane, Winchester, Virginia 22602 (" Executive "). ACT together with any and all of its respective subsidiaries shall be referred to collectively herein as the " Company ."

 

WITNESSETH

 

WHEREAS , the Company desires to employ Executive, and Executive desires to accept employment by the Company, on the terms and conditions set forth herein.

 

NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.    Employment .   

 

(a)   ACT hereby employs Executive, and Executive hereby accepts employment with ACT, as Chief Operating Officer, or such other executive position with similar responsibilities and duties of a chief operating officer of a company as may be determined by the Board of Directors of ACT (the " Board ") from time to time during the Employment Period (as defined below).

 

(b)   In addition to his duties set forth in this Section 1 and in Section 3 below, Executive shall at the request of the ACT CEO (as defined below) or the Board serve as an officer or director of a subsidiary of ACT, without additional compensation and subject to any policy of the Compensation Committee of the Board (the " Compensation Committee ") with respect to directors' fees.

 

2.    Term . The initial term of this Agreement shall commence on September 25, 2006 (the “ Effective Date ”) and expire on the second anniversary thereof (the " Initial Employment Period "), unless earlier terminated in accordance with its terms; provided , however , that the Company shall have the option of retaining the services of Executive, on the terms set forth in this Agreement, for an additional one-year period by providing Executive with written notice thereof not less than thirty (30) days prior to the expiration of the Initial Employment Period (the " Option Period " and together with the Initial Employment Period, the " Employment Period "). Unless earlier terminated in accordance herewith, upon expiration of the Option Period, this Agreement shall be deemed to have been extended for additional terms of successive one year periods commencing on the day after the expiration of the then current Employment Period.

 


3.    Employment and Duties .

 

3.1      D uties and Responsibilities .

 

(a)   Executive’s area of responsibility during the Employment Period shall be that of Chief Operating Officer of ACT and any such other position as an officer or director of a subsidiary of ACT to which the ACT CEO or the Board may appoint him. Executive shall directly report to the Chief Executive Officer of ACT (the " ACT CEO "), or such other senior executive officer of ACT, as determined from time to time by the Company. The services to be rendered by Executive pursuant to this Agreement shall consist of such services as defined and directed by the Board or the ACT CEO.

 

(b)   During the Employment Period, Executive shall serve the Company faithfully and to the best of his ability; shall devote his entire working time, attention, energy and skill to his employment and the benefit and business of the Company; and shall use his best efforts, skills and ability to promote its interests and to perform such duties as from time to time may be reasonably assigned to him and are consistent with his titles and positions with the Company.

 

(c)   During the Employment Period, in addition to any other duties or responsibilities the Company gives to Executive, Executive shall be required to sign, and shall sign, all certifications and such other documents or instruments required of an executive of a public company or otherwise by (i) the Securities and Exchange Commission, (ii) any exchange or association on which the Company's shares of capital stock are listed, (iii) any federal, state or local authority, (iv) any other governmental, quasi-governmental or non-governmental entity or organization (foreign or domestic) that regulates or has authority over the Company, and/or (v) the Company in connection with any of the foregoing.

 

(d)   During the Employment Period, Executive shall be required to be physically present at ACT’s headquarters, currently located at 420 Lexington Avenue, New York, New York, on a regular basis and no less than four (4) days per month to ensure the efficient conduct of the Company’s business.

 

3.2       Relocation . Executive agrees that he will relocate his primary residence from Winchester, Virginia to the vicinity of Longwood, Florida (the current location of the principal offices of Cyber-Test, Inc.), within six (6) months from the Effective Date. Executive will be entitled to reimbursement in accordance with the relocation policy then offered by the Company which reimbursement shall be for not less than Executive’s reasonable out-of-pocket costs and expenses of relocating from Winchester, Virginia to the vicinity of Longwood, Florida. Until Executive relocates, the Company will reimburse Executive each month in the manner dictated by the Company’s payroll policies and for procedures for his reasonable temporary living and travel expenses between Winchester Virginia and the vicinity of Longwood, Florida.

 

3.3       Observance of Rules and Regulations . Executive agrees to observe and comply with all applicable laws and regulations, as well as the rules and regulations of the Company, with respect to the performance of his duties.

 

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3.4       Resignation from Other Positions . On or prior to the date hereof, Executive shall resign from any and all other positions he may hold as an officer or director with any other company.

 

4.    Compensation; Benefits and Expenses .

 

4.1       Restricted Stock Award . Upon the Effective Date, ACT shall grant to Executive an award of 50,000,000 restricted shares of common stock, no par value, of ACT, priced at the Fair Market Value per share as of the date of grant, of which (i) 10,000,000 shares shall be vested immediately upon the Effective Date, (ii) 15,000,000 shares will fully vest on September 26, 2007, and (iii) 25,000,000 shares will fully vest on September 26, 2008 (together, the " ACT Shares "); provided, as to each vesting tranche, that Executive is then employed by the Company; and provided further that the number of ACT Shares shall be adjusted accordingly for stock splits, reverse stock splits and other recapitalizations effected by ACT. The Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the common stock of ACT is a national securities exchange, the closing price thereof on the relevant date or (if there were no trades on that date) the latest preceding date upon which a sale was reported, or (y) if the common stock of ACT is not principally traded on such exchange, the mean between the last reported “bid” and “asked” prices of the common stock of ACT on the relevant date, as reported by the NASDAQ OTC Bulletin Board, the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as applicable and as the Board determines. If the common stock of ACT is not publicly traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked” quotations as set forth above, the Fair Market Value per share shall be as determined by the Board.

 

4.2       Base Salary . As compensation for the services to be rendered hereunder, during the Initial Employment Period, the Company shall pay to Executive an annual base salary (the " Base Salary ") of $175,000 during the first year of the Initial Employment Period, and $200,000 during the second year of the Initial Employment Period; and during the Option Period, the Base Salary shall be $225,000. The Base Salary shall be payable in accordance with usual payroll practices of the Company.

 

4.3       Bonus .

 

(a)   For each fiscal year or portion thereof after the Effective Date and during the Employment Period, the Company shall pay to Executive an annual performance bonus, in cash, options to purchase shares of ACT’s common stock and/or restricted shares of ACT’s common stock, in an amount determined at the sole discretion of the Compensation Committee, taking into account such factors as it considers appropriate, including but not necessarily limited to, Executive's contribution to ACT's consolidated net earnings and stock appreciation during such fiscal year (the " Performance Bonus ").

 

(b)   In addition to the Performance Bonus, the Company may grant cash bonuses, options to purchase shares of ACT’s common stock and/or restricted shares of ACT’s common stock to Executive, with a vesting schedule and other terms established by the Compensation Committee, in its sole discretion (the " Incentive Bonus ").

 

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(c)   Executive acknowledges that the amount of the Performance Bonus, if any, and the amount of the Incentive Bonus, if any, shall at all times be determined by the Compensation Committee, in its sole discretion. The Company shall pay each of the Performance Bonus and the Incentive Bonus to Executive within thirty (30) days after the Company's audited results for the applicable fiscal year are delivered to the Company, but in no event later than September 15th of the immediately following fiscal year.

 

4.4       Life Insurance .

 

(a)   During the Employment Period, the Company shall provide Executive with term life insurance with a death benefit equal to $1,000,000, provided that Executive is insurable. The Company shall pay all premiums with respect to such life insurance. Such life insurance may be provided either through the Company's group life insurance programs, by an individual policy, or by a combination of both group and individual policies. Executive shall at all times designate the beneficiary(ies) of such life insurance.

 

(b)   In addition to Section 4.4(a) above, the Company shall maintain "key man" life insurance on the life of Executive with a death benefit equal to $2,000,000. The Company shall pay all premiums with respect to such life insurance. The Company shall at all times designate the beneficiary(ies) of such "key man" life insurance.

 

4.5       Other Benefits . Executive shall also be eligible to participate in any life and health insurance programs that the Company makes available to all of its executives of similar seniority. Executive shall also be eligible to receive discretionary performance based bonuses as approved and authorized by the Compensation Committee, including any incentive stock programs approved by ACT’s shareholders.

 

4.6       Business Expenses . Executive will be reimbursed, in accordance with the Company’s expense reimbursement policy, for travel and lodging expenses as contemplated by Section 3.1(d) and Section 3.2 hereof and for business expenses that have been pre-approved by the Board or the ACT CEO upon presentation of vouchers or other documents reasonably necessary to verify the expenditures and sufficient, in form and substance, to satisfy Internal Revenue Service requirements for such expenses.

 

4.7       Automobile Allowance . Executive will receive an automobile allowance of Seven Hundred Fifty Dollars ($750.00) per month, payable at the time and in the manner dictated by the Company’s payroll policies and procedures, but not less frequently than monthly. Executive shall provide his own automobile and pay all operating expenses of any nature whatsoever with regard to such automobile.

 

4.8       Vacation .  Executive shall be entitled to take up to four (4) weeks of vacation per calendar year, which shall be taken in accordance with the Company’s vacation policy in effect from time to time for executives of comparable seniority.

 

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5.    No Competitive Activities; Confidentiality; Invention

 

5.1       General Restriction . During the Employment Period and for a period of two (2) years thereafter (the " Restricted Period "), Executive covenants and agrees that, except on behalf of the Company, he will not, directly or indirectly:

 

(a)   Competing Business . Own, manage, operate, control, participate in the ownership, management, operation or control of, be employed by, or provide services as a consultant to, any individual or business that is involved in business activities that are the same as, similar to or in competition with, directly or indirectly, with any business activities conducted, or actively being planned, by the Company during the Restricted Period (it being acknowledged that the Company's business is national in scope). The ownership of less than one percent (1%) of the outstanding stock of any public corporation shall not be deemed a violation of this provision.

 

(b)   Soliciting Customers . Attempt in any manner to contact or solicit any individual, firm, corporation or other entity (i) that is or has been, a customer of the Company at any time during the Restricted Period, (ii) to which a proposal has been made by the Company during the Restricted Period or (iii) appearing on the Company's new business target list on the date of Executive's termination (as such list has been prepared and maintained in accordance with the Company's past practice), for the purpose of providing services or products similar to the services and products provided by the Company, or engaging in any activity which could be, directly or indirectly, competitive with the business of the Company.

 

(c)   Interfering with Other Relations . Persuade or attempt to persuade any supplier, vendor, licensor or other entity or individual doing business with the Company to discontinue or reduce its business with the Company or otherwise interfere in any way with the business relationships and activities of the Company.

 

(d)   Employees . Attempt in any manner to solicit any individual, who is at the time of such attempted solicitation, or at any time during the one (1) year period preceding the termination of Executive's employment, an employee or consultant of the Company, to terminate his or her employment or relationship with the Company, or engage such individual, as an employee or consultant. Cooperate with any other person in persuading, enticing or aiding, or attempting to persuade, entice or aid, any employee of or consultant to the Company to terminate his or her employment or business relationship with the Company, or to become employed as an employee or retained as a consultant by any person other than the Company.

 

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5.2       Confidentiality Agreement . Executive shall not, either during the Employment Period or at any time thereafter, use or disclose to any third person any Confidential Information of the Company, other than at the direction of the Company, or pursuant to a court order or subpoena, provided that Executive will give notice of such court order or subpoena to the Company prior to such disclosure. Upon the termination of Executive’s employment with the Company for any reason, Executive shall return any notes, records, charts, formulae or other materials (whether in hard copy or computer readable form) containing Confidential Information, and will not make or retain any copies of such materials. Without limiting the generality of the foregoing, the parties acknowledge that the Company from time to time may be subject to agreements with its customers, suppliers or licensors to maintain the confidence of such other persons’ confidential information. The terms of such agreements may require that the Company's employees, including Executive, be bound by such agreements, and Executive shall be deemed so bound upon notice t


 
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