EXHIBIT 10.19
EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this
“Agreement”) is made and entered into
as of this 19th day of January, 2006 by and between Gabriel
Technologies Corporation, a Delaware corporation, having
its principal offices at 4538 S. 140
th Street, Omaha, NE 68137 (hereinafter referred to as
the “Company”), and
Steven E. Campisi, an
individual residing at 21050 Rawhide Road, Elkhorn, NE 68022
(hereinafter referred to as the
“Executive”). This Agreement shall be effective as of
January 19, 2006 (“Effective Date”).
WITNESSETH:
WHEREAS, the Executive has demonstrated unique
qualifications to act in an executive capacity for the. Company,
and the Company expects that Executive’s contribution will be
substantial and meritorious; and
NOW THEREFORE, in consideration of the
foregoing, the mutual covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1.
Employment.
The Company
agrees to employ the Executive, and the Executive agrees to accept
such employment, all in accordance with the terms of this
Agreement.
2.
Capacity and
Duties. The
Executive shall serve as President of Resilent,
LLC and serve in such other offices as he may be appointed
or elected to from time to time. The Executive shall perform the
duties assigned to him by the Chairman of the board of directors of
the Company (the “Board”) and the President of the
Company to the best of his ability in a diligent, trustworthy,
businesslike, and efficient manner for the purposes of
advancing the business of the Company and,
to this end, will devote his full time and attention to the
business of the Company. Furthermore, Executive shall comply with
the Company’s rules and regulations as may be set forth in
the Company’s Employee Handbook, or similar document. In the
event Executive observes unlawful acts or practices by the Company,
he shall promptly notify the President of the Company or the
Chairman of the Board of Directors, as he may deem appropriate.
Executive shall serve as a director of the Company and as a
director of Resilent LLC and may in the future serve as a director
of any of the Company’s other affiliates or subsidiaries.
Executive will fulfill his duties as such director without any
additional compensation.
3.
Term.
The term of Executive’s
employment hereunder (the “Employment Period”) shall
commence on the Effective Date and continue on an indefinite basis,
unless earlier terminated hereunder.
(a)
Base Salary.
For all services rendered by
the Executive under this Agreement, the Company shall pay the
Executive an annual salary of $175,000.00 dollars,
payable in monthly installments beginning on the Effective Date
(“Salary”). Executive shall not draw a salary from
Resilent LLC after the Effective Date.
(b)
Expenses.
To the extent not otherwise paid for
by the Company, the Company will reimburse the Executive for
reasonable and necessary expenses incurred in promoting the
Company’s business, including expenses for travel and
entertainment, such reimbursement to be made periodically upon
presentation of appropriate receipts or other
substantiation.
(c)
Plans.
The Executive will be permitted to
participate in such pension, profit sharing, bonus, life insurance,
hospitalization, major medical, vacation and other employee benefit
plans of the Company that may be in effect from time to time, to
the extent that the Executive is eligible under the terms of those
plans. Unless stated otherwise in this Agreement, Executive’s
benefits under any such plans shall be the same as those extended
to other employees of the Company and as may be published by the
Company from time to time.
(d)
Taxes, Etc.
All compensation payable to
Executive hereunder is stated in gross amount and shall be subject
to all applicable withholding taxes and other normal payroll
deductions and any other amounts required by law to be
withheld.
(a) The Company hereby grants Executive options to
purchase 500,000 shares of the Company’s
common stock (the “Performance Options”) at an exercise
price of $1.00 per share. The Performance Options
shall vest and become exercisable on April 1, 2007 as follows: 100%
of the Performance Options in the event the audited
financial statements of Resilent LLC for the twelve (12) calendar
months following its initial shipment of products
(“Performance Period”) report actual pre-tax income to
have met or exceeded $1,000,000.00 (“Target”). In the
event Company’s actual revenue for the Performance Period is
less than the Target, the Performance Options shall be reduced by
the same percentage by which actual pre-tax income for fiscal 2006
was less than the Annual Target.
(b) The Company shall include the shares underlying
the Options issued to Executive in any registration statement filed
with the Securities and Exchange Commission hereafter if such
shares are not already registered. The term
“registration” for the purposes of this Section 5(b)
refers to a registration effected by preparing and filing a
registration statement in compliance with the Securities Act of
1933, as amended, and the declaration or ordering of effectiveness
of such registration statement.
(c) Notwithstanding any provision to the contrary
contained herein, Executive acknowledges and agrees that by signing
this Agreement he agrees not to sell any of the Company’s
Equity Securities (whether acquired pursuant to this agreement or
otherwise) at a time when applicable laws, Company policies or an
agreement between the Company and its underwriters prohibit such
sale. Executive further acknowledges and agrees that this
restriction will apply, to any position that he may now, or in the
future hold with the Company, whether as an employee, consultant or
director of the Company or any subsidiary of the Company. Company
policies restricting such sale shall no longer apply upon
termination of Executive’s employment with the
Company.
6.
Voting
Proxy. The Company
and Executive acknowledge that Company granted Executive an
Irrevocable Proxy (“Proxy”) to vote the membership
interest units (“Units”) in Resilent LLC, owned and
held by the Company, at any meeting of the members of Resilent LLC,
specifically excluding any votes related to the issuance of
additional Units or other securities as described in the Proxy. The
Company and Executive agree that this Agreement hereby requires the
appointment of Executive as holder of said Proxy pursuant to the
terms of said Proxy and said Proxy is, accordingly, coupled with an
interest. The Company and Executive agree that upon termination of
Executive’s employment caused by Executive’s
resignation or termination of Executive’s employment for
“good cause”, as defined in Section 7.1 below, at any
time, whether during the Initial Period as defined in Section 7.1
below, or after said Initial Period, the Proxy shall be cancelled
and be deemed null and void. Any termination of Executive’s
employment hereunder at any time, whether during the Initial Period
or after said Initial Period, for any reason other than his
resignation from employment or his termination from employment for
“good cause”, shall not result in the cancellation of
said Proxy and said Proxy shall not be deemed null and void, but
instead said Proxy shall remain in full force and
effect.
7.
Termination by
Company.
7.1
Termination for
Cause. The Company
shall not terminate
Executive’s employment hereunder for any reason during the
first twenty four (24) calendar months following
the Effective Date of this Agreement (“Initial
Period”), except for “good cause”. For purposes
of this Section 7.1, and at any time following the Initial Period,
the term “good cause” shall mean (i) willful
misconduct; (ii) dishonesty; (iii) conviction of a felony; (iv)
theft; (v) unethical business conduct; (vi) illegal substance
abuse; (vii) the failure of Executive, for any reason, within
thirty (30) days after receipt by Executive of written notice
thereof from the Company, to correct, cease, or otherwise alter any
bona fide and documented insubordination, failure to comply with
instructions
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