EXHIBIT 10.3
EMPLOYMENT AGREEMENT
This employment agreement
(“Agreement”) is made as of the 1 day of January, 2005,
between Gabriel Technologies Corporation, organized and existing
under the laws of Delaware, with its principal office located at
Omaha, Douglas County, Nebraska (“Employer”), and
Keith R. Feilmeier, whose address is 20740 Timberlane Dr.,
Elkhorn, Nebraska (“Employee”).
RECITALS
A. Employer is engaged in the business of
producing and distributing locking devices for use in the
transportation industry and maintains business premises at 4538 So.
140 th Omaha, Nebraska 68137 (the “business
premises”).
B. Employee is willing to be employed by Employer,
and Employer is willing to employ Employee,
on the terms and conditions set forth below. In consideration of
the matters described above, and of the mutual benefits arid
obligations set forth in this agreement, the parties agree as
follows:
1. EMPLOYMENT. Employer employs Employee at the
business premises to serve in the position of its Chief Executive
Officer and Employee accepts and agrees to
such employment.
2. DUTIES. Subject to the supervision arid
pursuant to the orders, advice, and direction of employer, Employee
shall perform such duties as are customarily performed by one
holding such position in other businesses or enterprises of the
same or similar nature as that engaged in by employer. Employee
shall additionally render such other and unrelated services and
duties as may be assigned to him from time to time by
Employer.
3. MANNER OF PERFORMANCE. Employee shall at all
times faithfully, industriously, and to the best of his ability,
experience, and talent, perform all duties that may be required of
and from him pursuant to the express and implicit terms of this
agreement, to the reasonable satisfaction of Employer. Such duties
shall be rendered at the business premises and at such other place
or places as Employer shall in good faith require or as the
interests, needs, business, and opportunities of Employer shall
require or make advisable.
4 . TERM. The term of employment shall be three
year, commencing on January 1, 2005 and terminating December 31,
2008, subject, however, to prior termination as
otherwise provided in this agreement. Upon expiration of the term
of this Agreement, or any renewal thereof, this Agreement will be
automatically renewed. for an additional one year term unless on
party gives the other party written notice of its intent to
terminate the Agreement at least forty five (45) days prior to the
end of the term, or any extension thereof.
5. COMPENSATION. Employer shall pay Employee and
Employee agrees to accept from Employer, in full payment for
Employee’s services under this agreement, compensation at the
rate of Two Hundred Fifty Thousand and 00 / l00ths Dollars
$250,000.00 per annum, payable monthly in equal installments of
Twenty Thousand Eight Hundred Thirty Three and 33 / l00ths Dollars
($20,833.33), which shall be payable of the first
clay of each month. In addition to the foregoing, Employer will
permit Employee to participate in any health insurance, retirement
plans and other fringe benefit: programs that are provided to
Employees of the Company generally, and, will reimburse Employee
for any and all necessary, customary, and usual expenses incurred
by him while traveling for and on behalf of Employer pursuant to
Employer’s directions.
In addition to Employee’s regular salary
and benefits, Employer will pay a cash bonus to Employee in the
amount of Two Hundred Fifty Thousand and no/ l00ths Dollars
($250,000.00) within sixty (60) days of a successful private
placement of the Company’s equity securities and listing of
the same for trading on a NASDAQ OTC BB securities exchange. After
such listing has been obtained, the Company will distribute to
Employee Warrants for the purchase of the Company’s listed
securities in the event certain sales goals have been obtained, on
the following basis:
|
Annual
Sales
|
Number of Warrants
|
|
$10,000,000
|
500,000
|
|
$20,000,000
|
500,000
|
|
Listing on
NASDAQ
|
500,000
|
6. LOYALTY. Employee shall devote all of his time,
attention, knowledge, and skill solely and
exclusively to the business and interests of Employer, and Employer
shall be entitled to all benefits, emoluments, profits,
