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Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made on the FIRST day of JANUARY in the year
TWO THOUSAND AND
SEVEN BETWEEN:
JOSE MATHEW MELETH of LORCRISUR 4-2A, MARBELLA 29670, SPAIN
("the Employee") AND
TALLY-HO VENTURES, INC., a company incorporated under the laws
of the State of
Delaware, with file number 3594839 and having its registered
office at 3422 Old
Capitol Trail Suite 584, Wilmington, New Castle 19808, Delaware,
USA and having
its administrative office at 115 Route D' Arlon, L-8311
Capellen, Luxembourg
("the Company"), AND
WITNESSETH:
WHEREAS, TALLY-HO VENTURES, INC. and its subsidiaries (together
referred to as
"the Company") are engaged in the business of providing
investment advise to
individuals and institutions; and
WHEREAS, the Company employs and desires to continue the
employment of the
Employee for the purpose of securing for the Company the
experience, ability and
services of the Employee; and
WHEREAS, the Company, its shareholders and management considers
that the
Employee has played a key role in establishment of a strong
asset base and
financial structure for the Company and continued employment of
the Employee is
a vital aspect for the successful operation of the Company;
and
WHEREAS, the Employee desires to continue his present employment
with the
Company pursuant to the terms and conditions herein set forth,
superseding all
prior oral and written employment agreements and term sheets and
letters between
the Company, its subsidiaries and/or predecessors and
Employee;
NOW, THEREFORE, it is mutually agreed by and between the parties
hereto as
follows:
I. DEFINITIONS
I. (a) In this agreement the following terms shall mean:
I. (a) (1) ACCRUED COMPENSATION means an amount which shall
include all amounts
earned or accrued through the Termination Date but not paid as
of the
Termination Date, including (i) Base Salary, (ii) reimbursement
for business
expenses incurred by the Employee on behalf of the Company,
pursuant to the
Company's expense reimbursement policy in effect at such time,
(iii) car
allowance, (iv) discretionary time and vacation pay, and (v)
bonuses and
incentive compensation earned and awarded prior to the
Termination Date; I. (a)
(2) ASSOCIATED COMPANY means a subsidiary company or a holding
company of the
Company;
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I. (a) (3) BASE SALARY shall mean the greater of the Employee's
annual base
compensation (i) at the rate in effect on the Termination Date
or (ii) at the
highest rate in effect at any time during the ninety (90) days
period prior to
the Termination Date or a Change in Control, and shall include
all amounts of
his base compensation that are reported as income; provided
however, Base Salary
shall not include the bonus or any other payment contingent on
performance. Base
Salary shall be paid to the Employee in regular instalments on
each of the
Company's regular pay dates for executives.
I (a) (4) The BOARD means the board of directors of the
Company;
I (a) (5) Unless otherwise specifically defined, the word
DIRECTOR, for the
purpose of this agreement, means a member of the Board who is
duly empowered by
the Board to represent the Company;
I (a) (6) DISABILITY shall mean a physical or mental infirmity
which impairs the
Employee's ability to substantially perform his duties with the
Company for a
period of ninety (90) consecutive days, and the Employee has not
returned to his
full time employment prior to the Termination Date as stated in
the "Notice of
Termination" (as defined below).
I (a) (7) HOLIDAY YEAR means each calendar year from January to
the following
December;
I (a) (8) INCAPACITY means any injury, illness, or similar cause
preventing the
Employee from attending to his duties.
I (a) (9) NOTICE OF TERMINATION shall mean a written notice from
the Company, or
the Employee, of termination of the Employee's employment which
indicates the
specific termination provision in this Agreement relied upon, if
any, and which
sets forth in reasonable detail the facts and circumstances
claimed to provide a
basis for termination of the Employee's employment under the
provision so
indicated; A Notice of Termination served by the Company shall
specify the
effective date of termination.
I (a) (10) TERMINATION DATE shall mean (i) in the case of the
Employee's death,
his date of death; (ii) in the case of termination of employment
after the
expiration date, the last day of employment; and (iii) in all
other cases, the
date specified in the Notice of Termination; provided, however,
if the
Employee's employment is terminated by the Company for any
reason except a cause
as per Clause IX (a), the date specified in the Notice of
Termination shall be
at least ninety (90) days from the date the Notice of
Termination, and provided
further that in the case of Disability, the Employee shall not
have returned to
the full-time performance of his duties during such period of at
least ninety
(90) days.
II. TERM OF APPOINTMENT
II (a) It shall be deemed that the term of employment as per
this agreement has
begun on the January 1, 2007 and the employment shall continue
for an initial
term of five (5) years which shall be automatically renewed for
another term of
two (2) years thereafter, unless either party gives to the other
ninety (90)
days notice terminating the employment if not earlier terminated
in accordance
with the provisions of Clause IX.
II (b) Any past period of employment prior to the date of
commencement as per
this agreement shall not be considered for calculating the
initial term or
subsequent term as per Clause II (a) or for any perquisites
unless expressly
provided otherwise.
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III. DUTIES
The Employee shall:
III (a) carry out the duties and use the powers given to him by
the Board in his
capacity as the positions held by him as per Clause III (b);
III (b) hold the positions of CHIEF FINANCIAL OFFICER,
TREASURER, SENIOR VICE
PRESIDENT AND COMPANY'S SECRETARY and any other powers conferred
and or inferred
by the General Corporation Law of State of Delaware;
III (c) for all purposes be considered as an authorised
signatory of the Company
and the relationship between the parties herein shall be that of
employer and
employee and during the term of the employment as per this
agreement the
Employee shall be an Officer of the Company;
III (d) have overall control of the management of finance and
accounts of the
Company and any Associated Company;
III (e) work during the working hours and further hours as are
reasonably
required for the proper discharge of his duties without
additional payment;
III (f) devote the whole of his time to the business of the
Company and any
Associated Company unless prevented by incapacity;
III (g) promote and develop the business of the Company and any
Associated
Company and comply and conform to all reasonable requests and
directions of the
Board;
III (h) work anywhere in the world as the Board may reasonably
require of him to
perform his duties towards the Company and any Associated
Company provided that
if the Company requires the Employee to work at a place that
necessitates a move
for the proper performance of the Employees duties and powers,
the Company shall
pay all reasonable removal expenses of the move;
III (i) travel to any places of business for matters associated
with business of
the Company and any Associated Company; all such travel shall be
at the sole
cost and expense of the Company; all lodging and food costs
incurred by Employee
while travelling and/or conducting business at the Company's
operational offices
shall be paid by the Company;
III (j) accept any appointment as an officer of the Company and
any Associated
Company as the Board directs;
III (k) unless instructed otherwise, in good faith, make his
best efforts to
perform his duties and devote his attention to the affairs of
the Company.
IV COMPENSATION
IV (a) The Company shall pay the Employee an annual salary of
three hundred and
thirty thousand US dollars ($330,000.00) by equal monthly
instalments in arrears
on the last day of each month. The salary shall accrue on a
daily basis.
IV (b) The Board (or its Compensation Committee if one is in
place at the time
of such review) shall review the Employee's salary during the
month of December
of every year to revise the salary upwards subject to a minimum
of 10% increase
per year.
IV (c) In addition, the Company shall pay the Employee an annual
bonus of 2.5%
of net profits, as defined below, in respect of each of the
Company's financial
year during which it employs the Employee as an officer of the
Company and such
bonus shall be paid to the Employee by cash or by fully paid
bonus shares of the
Company each valued at the market price on the last day of the
relevant
financial year to which the bonus share belongs to.
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VI (d) The Company shall issue to the Employee, as an incentive
to join the
company, 200,000 common stock shares, which shares shall be
restricted under
section 144 of the Securities Act 1933. The Employee hereby
acknowledges the
receipt of 200,000 shares as per this agreement.
IV (e) If the Employment as per this agreement continues for
only part of the
Company's financial year, the bonus will be calculated on a pro
rata basis.
IV (f) The net profit figure is to be calculated as the net
profits of the
Company and any Associated Company before the deduction of
income and
corporation tax shown in the audited accounts adjusted by:
IV (f) (1) deducting an amount equivalent to the capital profits
for the
financial year;
IV (f) (2) adding the amount equivalent to the capital losses
for the financial
year and
IV (f) (3) adding the amount equivalent to the estimated bonus
of the Employee
calculated by the provisions of this Clause in preparing the
audited accounts.
IV (g) The Company's auditors shall calculate the net profits
and shall promptly
report in writing to the Board (or to the Compensation Committee
thereof if one
is in place at the time of review).
IV (h) The auditors' calculation shall be binding on the
Employee and the
Company.
IV (i) The bonus shall be paid within 30 days after the date of
the auditors
report.
IV (j) The Company may deduct from the Employee's salary or
bonus any money that
the Employee owes to the Company.
IV (k) The Employee shall sign a receipt for any amount received
from the
Company on account of salary, bonus or re-imbursement or
compensation.
IV (l) Any tax or levy that becomes due on the income of the
Employee shall be
the sole responsibility of the Employee and any tax deducted at
source shall be
considered as payments made to the Employee.
IV (m) Any unpaid part of the salary, bonus or other form of
compensation shall
become due on the date it became accrued and shall be accounted
as a liability
to the Employee in the accounts of the Company.
V. SICKNESS
V (a) If the Employee is absent from work due to incapacity, the
Company shall
continue to pay the Employee for a period of 6 weeks.
V (b) If the Employee receives any statutory sick pay or social
security
benefits while the Company continues to pay him, he shall either
pay back such
benefits to the Company or give credit to the Company for such
money received.
V (c) If the Employee is absent from work due to an incapacity
caused by the
actionable negligence of another, the Employee shall notify the
Board of the
details. He shall include within any claim arising there from
the money that the
Company has paid to him by reason of the absence and pay to the
Company any
money recovered that represents the money paid to him by the
Company for the
absence.
VI. HOLIDAY ENTITLEMENT AND OTHER PERQUISITES
VI (a) The Employee may take in addition to the usual public and
bank holidays
six (6) weeks paid holiday in each holiday year.
VI (b) The Employee shall give four (4) weeks notice before
taking any holiday
entitlement and shall not take more than three consecutive
weeks.
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VI (c) The Employee shall not take holiday at times when it
conflicts with his
duties under the Agreement.
VI (d) The Company shall not require that the Employee works on
any bank or
public holiday.
VI (e) Upon the termination of his employment, the Employee's
accrued holiday
entitlement will be calculated on a pro rata basis in respect of
each completed
month of service of the holiday year in which the employment
terminates and the
appropriate amount shall be paid to the Employee provided that
he has taken no
more than his accrued entitlement. If the Employee has taken
more than his
accrued entitlement, the Company may make an appropriate
deduction from the
Employee's final salary payment.
VI (f) The Company shall provide an automobile for the use of
the Employee not
to exceed a lease payment of one thousand US dollars ($1,000.00)
per month plus
pay Employee such amount of cash as is necessary to enable the
Employee to pay
all taxes and insurance associated with such automobile
allowance. The Company
shall reimburse Employee, upon presentation of appropriate
vouchers, for all
reasonable business expenses incurred by Employee on behalf of
the Company upon
presentation of suitable documentation. Upon termination of
employment as per
this agreement the Employee shall become the owner of the
vehicle and shall
become liable to pay the leases and taxes. In the event of the
Employee opts to
obtain an automobile with a higher lease payment than approved
as per this
Clause, payment by the Company over and above one thousand US
dollars
($1,000.00) shall be deducted from the remuneration of the
Employee.
VII. CONFIDENTIALITY
VII (a) The Employee shall not, at any time during or five (5)
years after the
termination of his employment hereunder, except when acting on
behalf of and
with the authorization of the Company, make use of or disclose
to any person,
corporation, or other entity, for any purpose whatsoever, any
trade secret or
other confidential information concerning the Company's
business, finances,
marketing, computerized payroll, accounting and information
business, personnel
and/or employee leasing business of the Company and its
subsidiaries, including
information relating to any customer of the Company or pool of
temporary
employees, or any other non-public business information of the
Company and/or
its subsidiaries learned as a consequence of Employee's
employment with the
Company (collectively referred to as the "Proprietary
Information"). For the
purposes of this Agreement, trade secrets and confidential
information shall
mean information disclosed to the Employee or known by him as a
consequence of
his employment by the Company, whether or not pursuant to this
Agreement, and
not generally known in the industry. The Employee acknowledges
that trade
secrets and other items of confidential information, as they may
exist from time
to time, are valuable and unique assets of the Company and at
all times shall
remain the property of the Company and that disclosure of any
such information
would cause substantial injury to the property of the Company.
Trade secrets and
confidential information shall cease to be trade secrets or
confidential
information, as applicable, at such time as such information
becomes public
other than through disclosure, directly or indirectly, by
Employee in violation
of this Agreement.
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VII (b) If the Board makes a request and in any event upon the
termination of
the Agreement, the Employee shall surrender to the Company all
proprietary
information and all notes and memoranda related thereto together
with any copies
thereof that are in his possession and relate to the business of
the Company and
any Associated Company or any suppliers, agents, distributors,
or customers
acquired, received or made by the Employee at any time during
the course of his
employment.
VII (c) The Employee shall not without the prior written consent
of the Board
either directly or indirectly:
VII (c) (1) publish any opinion, fact or material;
VII (c) (2) deliver any lecture or address;
VII (c) (3) participate in the making of any film, radio,
broadcast, or
television transmission;
VII (c) (4) communicate with any journalist or other
representative of the media
in relation to the business or affairs of the Company and any
Associated
Company.
VIII. INTELLECTUAL PROPERTY
The Employee shall:
VIII (a) promptly disclose to the Company all copyright works,
designs or
patented works originated, conceived, written or made by him or
in which he has
participated with others when completed or in a marketable
form;
VIII (b) shall hold all copyrights and patents (for purposes of
this agreement,
patent applications shall be included in the term patent or
patents) in trust
for the Company until such rights shall be fully and absolutely
vested in the
Company;
VIII (c) assigns to the Company by way of future assignment all
design rights,
copyrights, patents and other intellectual property rights (if
any) for their
full terms throughout the world in respect of all copyright
works, designs or
patentable works originated, written or made by the
Employee;
VIII (d) unconditionally and irrevocably waives in favour of the
Company any and
all moral rights conferred on him by and copyright, designs and
patent law for
any work in which copyright, patent or design right is vested in
the Company;
VIII (e) at the request and cost of the Company, do any and all
things necessary
or desirable to substantiate the rights of the Company under
this Clause and in
the event of his failure to do any such thing within seven days
of the request
the Employee hereby irrevocably authorises the Company to
appoint some person in
his name and on his behalf to execute any document and do all
things necessary
to give effect to the provisions in this Clause provided that
nothing will not
apply to those works originated, conceived, written or made by
him wholly
outside his normal working hours and which are wholly
unconnected with his
obligations under the Agreement.
IX. TERMINATION OF EMPLOYMENT
IX (a) If the Employee:
IX (a) (1) is guilty of any gross default or misconduct in
connection with or
affecting the business of the Company and any Associated
Company;
IX (a) (2) commits a serious breach or repeatedly breaches the
terms of the
Agreement;
IX (a) (3) is declared bankrupt or makes an arrangement or
composition with his
creditors or has an interim order made aga
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