|
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.
-1-
4. Compensation.
(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.
5. Stock
Incentives.
(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.
-2-
(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, violation of any rule set forth in the
Company’
|
