Exhibit 10.36
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is
made effective as of the 1st day
of April, 2007 (the
“Effective Date”).
AMONG:
WPCS INTERNATIONAL INCORPORATED, a
corporation formed pursuant to the laws of the State of Delaware
and having an office for business located at One East Uwchlan
Avenue, Exton, PA 19341 ("Employer");
AND
CHARLES H. MADENFORD ,
an individual having an address at 10556 Combie Road, Auburn, CA
95602 (“Employee”)
WHEREAS, Employee
has agreed to continue to serve as an Employee of Employer, and
Employer has agreed to hire Employee as such, pursuant to the terms
and conditions of this Employment Agreement (the
“Agreement”).
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT
in
consideration of the premises and the mutual covenants, agreements,
representations and warranties contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Employee and Employer hereby agree as
follows:
ARTICLE 1
EMPLOYMENT
Employer
hereby affirms, renews and extends the employment of Employee
as Executive Vice President, and Employee hereby affirms,
renews and accepts such employment by Employer for the
“Term” (as defined in Article 3 below), upon the
terms and conditions set forth herein.
ARTICLE 2
DUTIES
During
the Term, Employee shall serve Employer faithfully, diligently
and to the best of his ability, under the direction and
supervision of the President of Employer and shall use his
best efforts to promote the interests and goodwill of Employer
and any affiliates, successors, assigns, subsidiaries, and/or
future purchasers of Employer. Employee shall render such
services during the Term at Employer’s principal place
of business or at such other place of business as may be
determined by the President of Employer, as Employer may from
time to time reasonably require of him, and shall devote all
of his business time to the performance thereof. Employee
shall have those duties and powers as generally pertain to
each of the offices of which he holds, as the case may be,
subject to the control of the President.
ARTICLE 3
TERM
The
“Term” of this Agreement shall commence on the
Effective Date and continue thereafter for a term of three (3)
years, as may be extended or earlier terminated pursuant to
the terms and conditions of this Agreement. The Term of this
Agreement shall automatically renew for successive one (1)
year periods unless, prior to the 30
th calendar
day preceding the expiration of the then existing Term, either
Employer or Employee provides written notice to the other that it
elects not to renew the Term. Upon delivery of such notice, this
Agreement shall continue until expiration of the Term, whereupon
this Agreement shall terminate and neither party shall have any
further obligation thereafter arising under this Agreement, except
as explicitly set forth herein to the contrary.
ARTICLE 4
COMPENSATION
Salary
4.1
Employer
shall pay to Employee through the Clayborn Contracting Group
(“CCG”) subsidiary an annual salary (the
“Salary”) of One Hundred Fifty Thousand Dollars
($150,000.00), payable in equal installments at the end of
such regular payroll accounting periods as are established by
Employer, or in such other installments upon which the parties
hereto shall mutually agree, and in accordance with
Employer’s usual payroll procedures, but no less
frequently than monthly.
Benefits
4.2
During
the Term, Employee shall be entitled to participate in all
medical and other employee benefit plans, including vacation,
sick leave, retirement accounts and other employee benefits
provided by the CCG subsidiary to similarly situated employees
on terms and conditions no less favorable than those offered
to such employees. Such participation shall be subject to the
terms of the applicable plan documents, Employer’s
generally applicable policies, and the discretion of the Board
of Directors or any administrative or other committee provided
for in, or contemplated by, such plan.
Expense Reimbursement
4.3
Employer
shall reimburse Employee through the CCG subsidiary for
reasonable and necessary expenses incurred by him on behalf of
Employer in the performance of his duties hereunder during the
Term in accordance with Employer's then customary policies,
provided that such expenses are adequately
documented.
Automobile
4.4
Employee
shall be entitled to the full-time use of an automobile owned
or leased by the CCG subsidiary. In addition, Employer shall
reimburse Employee through the CCG subsidiary for all
maintenance and gasoline expenses associated with the
automobile, provided that such expenses are adequately
documented.
Bonus
4.5
In
addition to the Salary, Employee shall be entitled to receive
through the CCG subsidiary an annual bonus equal to 3% (the
"Bonus") of the consolidated annual operating income, before
the deduction of interest and taxes of designated subsidiaries
as assigned by Employer. The amount of the Bonus shall be
determined based upon the operating income reported in the
financial statements of each designated subsidiary, as
calculated based on U.S. generally accepted accounting
principles and as audited by the Employer’s accounting
firm at year end. Any Bonus amount will be payable within
thirty (30) days from completion of the audit. Employee shall
have the right to review and independently verify the
conclusions of any audit by delivering notice in writing to
Employer within 30 days after receipt of such audit indicating
that Employee wishes to exercise his right of review and
verification. Within 10 business days after receipt of any
such notice, Employer shall make available to Employee and his
representatives, at reasonable times during normal business
hours, the books and records of Employer which are reasonably
necessary to conduct such review and verification. Employee
shall cause such review to be conducted and concluded as
quickly as reasonably practicable and in such a manner so as
not to unreasonably interfere with the business and operations
of Employer. Any representatives conducting such review shall,
prior to being given access to such books and records, be
required to enter into confidentiality and non-disclosure
agreements with Employer on terms and conditions satisfactory
to Employer, acting reasonably. If Employee disputes the
results of the audit, he shall, within 20 days after notice is
delivered by Employee to Employer that there exist a dispute,
be submitted to arbitration as set forth below. . Employer can
assign subsidiaries at its sole discretion.
Arbitration
4.6
Any
unresolved disputes in regards to the Bonus due from Employer
to Employee will be subject to arbitration by an independent
chartered accountant mutually chosen by Employer and Employee
at an expense equally borne by both parties. The parties
shall, within 20 days after appointment of the Arbitrator
present their written position and related evidence with
respect to the unresolved disputes. The Arbitrator shall
review evidence accordingly and submit a written decision
which shall be final and binding on the parties within 20 days
after submission of such evidence. The Arbitrator shall
comply, and the arbitration shall be conducted in accordance
with, the Commercial Arbitration Rules of American Arbitration
Association then in force.
ARTICLE 5
OTHER EMPLOYMENT
During
the Term of this Agreement, Employee shall devote
substantially all of his business and professional time and
effort, attention, knowledge, and skill to the management,
supervision and direction of Employer’s business and
affairs as Employee’s highest professional priority.
Except as provided below, Employer shall be entitled to all
benefits, profits or other issues arising from or incidental
to all work, services and advice performed or provided by
Employee. Provided that the activities listed below do not
materially interfere with the duties and responsibilities
under this Agreement, n othing
in this Agreement shall preclude Employee from devoting
reasonable periods required for:
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(a)
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Serving
as a member of any organization involving no conflict of interest
with Employer, provided that Employee must obtain the written
consent of Employer;
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(b)
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Serving
as a consultant in his area of expertise to government, commercial
and academic panels where it does not conflict with the interests
of Employer; and
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(c)
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Managing
his personal investments or engaging in any other non-competing
business
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ARTICLE 6
CONFIDENTIAL INFORMATION/INVENTIONS
Confidential Information
6.1
Employee
shall not, in any manner, for any reasons, either directly or
indirectly, divulge or communicate to any person, firm or
corporation, any confidential information concerning any
matters not generally known or otherwise made public by
Employer which affects or relates to Employer’s
business, finances, marketing and/or operations, research,
development, inventions, products, designs, plans, procedures,
or other data (collectively, “Confidential
Information”) except in the ordinary course of business
or as required by applicable law. Without regard to whether
any item of Confidential Information is deemed or considered
confidential, material, or important, the parties hereto
stipulate that as between them, to the extent such item is not
generally known, such item is important, material, and
confidential and affects the successful conduct of
Employer’s business and goodwill, and that any breach of
the terms of this Section 6.1 shall be a material and
incurable breach of this Agreement. Confidential Information
shall not include information in the public domain at the time
of the disclosure of such information by Employee or
information that is disclosed by Employee with the prior
consent of Employer.
Documents
6.2
Employee
furthe
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