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Exhibit
10.1
EMPLOYMENT AGREEMENT
This
Employment Agreement (this “Agreement”) is entered
into by and between FreeStar Technology Corporation having an
address at Neil
Road, STE 430, Reno, Nevada 89502, United States of
America (the
“Employer”), and Paul Egan, an individual (the
“Executive”).
AGREEMENT
The
parties, intending to be legally bound, agree as
follows:
1.
DEFINITIONS
For
the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section
1.
“Agreement”
- This employment agreement.
“Board
of Directors” - The board of directors of the
Employer.
“Confidential
Information” - Any and all:
(a)
Trade secrets concerning the business and affairs of the
Employer, product specifications, data, know-how, formulae,
compositions, processes, designs, sketches, photographs,
graphs, drawings, samples, inventions and ideas, past,
current, and planned research and development, current and
planned manufacturing or distribution methods and processes,
customer lists, current and anticipated customer requirements,
price lists, market studies, business plans, computer software
and programs (including object code and source code), computer
software and database technologies, systems, structures, and
architectures (and related formulae, compositions, processes,
improvements, devices, know-how, inventions, discoveries,
concepts, ideas, designs, methods and information, including
but not limited to technology associated with off shore
banking), and any other information, however documented, that
is a trade secret within the meaning of applicable state or
federal trade secret law; and
(b)
Information concerning the business and affairs of the
Employer (which includes historical financial statements,
financial projections and budgets, historical and projected
sales, capital spending budgets and plans, the names and
backgrounds of key personnel, personnel training and
techniques and materials, however documented);
and
(c)
Notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Employer containing or based,
in whole or in part, on any information included in the
foregoing.
“Disability”
- As defined in Section 5.2.
“Effective
Date” - The date first appearing below.
“Employment
Period” - The term of the Executive's employment under
this Agreement.
“Fiscal
Year” - The Employer's fiscal year, as it exists on the
Effective Date or as changed from time to time.
“For
Good Reason” - As defined in Section 5.3
“Person”
- Any individual, corporation (including any non-profit
corporation), general or limited partnership, limited
liability company, joint venture, estate, trust association,
organization, or governmental body.
“With
Cause” - As defined in Section 5.4.
“Without
Cause” - As defined in Section 5.5.
2.
EMPLOYMENT TERMS AND DUTIES
2.1
EMPLOYMENT
The
Employer hereby employs the Executive, and the Executive
hereby accepts employment by the Employer, upon the terms and
conditions set forth in this Agreement.
2.2
TERM
Subject
to the provisions of Section 5, the term of the Executive's
employment under this Agreement will be five (5) years,
beginning on the Effective Date and ending on the fifth
anniversary of the Effective Date.
2.3
DUTIES
The
Executive will have such duties as are assigned or delegated
to the Executive by the Board of Directors and will serve as a
Director, President, Chairman of the Board of Directors and
Chief Executive Officer of the Employer. The Executive will
devote the time, attention, skill, and energy necessary to
accomplish the Executive's duties under this Section 2.3, will
use his best efforts to promote the success of the Employer's
business, and will cooperate fully with the Board of Directors
in the advancement of the best interests of the Employer.
Nothing in this Section 2.3, however, will prevent the
Executive from engaging in additional activities that are not
inconsistent with the Executive's duties under this
Agreement.
3.
COMPENSATION
(A)
SALARY. The Executive will initially be paid an annual salary
of €300,000 which will be payable in equal periodic
installments according to the Employer's customary payroll
practices, but no less frequently than monthly. The annual
salary will be reviewed by the Board of Directors not less
frequently than annually, and may be adjusted in the sole
discretion of the Board of Directors, but in no event will the
salary be less than €25,000 per month.
(B)
BONUS. The Executive will participate in an executive bonus
plan (the “Executive Bonus Plan”) whereby the
Executive will be eligible for an annual bonus payable in (i)
unregistered shares of the Company’s common stock, and
S-8 shares of the Company’s common stock (ii) an option
or options to purchase S-8 shares of the Company’s
common Stock. Such options will be convertible in a
“cash-free” conversion by the Executive, whereby
the conversion price of the stock, upon exercise, will be
deemed additional compensation to the Executive and will not
require the Executive to remit cash to the Company. Specific
terms and trigger events of the Executive Bonus Plan will be
determined annually, prior to the end of the applicable fiscal
year, by the Board of Directors and also maybe adjusted at any
time in the sole discretion of the Board of Directors;
provided, that ,
once an Executive Bonus Plan is approved, the Board may not reduce
the compensation payable or increase the targets, if any, under
such plan for the then-current fiscal year without the written
consent of Executive.
(C)
BENEFITS. The Executive will, during the Employment Period, be
permitted to participate in such pension, profit sharing,
bonus, life insurance, hospitalization, major medical, and
other employee benefit plans of the Employer that may be in
effect from time to time, to the extent the Executive is
eligible under the terms of those plans.
4.
EXPENSES
4.1
GENERAL
The
Employer will pay the Executive's dues in such professional
societies and organizations as the Board of Directors deems
appropriate, and will pay on behalf of the Executive (or
reimburse the Executive for) reasonable expenses incurred by
the Executive at the request of, or on behalf of, the Employer
in the performance of the Executive's duties pursuant to this
Agreement, and in accordance with the Employer's employment
policies, including reasonable expenses incurred by the
Executive in attending conventions, seminars, and other
business meetings, in appropriate business entertainment
activities, and for promotional expenses.
4.2
AUTOMOBILE
The
Employer will also pay the Executive's automobile allowance of
€1,500, to include lease and tax payments, maintenance
and repair, insurance premiums, and fuel charges, but in no
event shall the automobile allowance be less than €1,500
per month.
5.
TERMINATION
5.1
EVENTS OF TERMINATION
The
Employment Period, the Executive's compensation and any and
all other rights of the Executive under this Agreement, with
the exception of the severance and/or other rights of
Executive under Section 5.6 of this Agreement, will terminate
(except as otherwise provided in this Section 5):
(a)
Upon the death of the Executive;
(b)
Upon the Disability of the Executive (as defined in Section
5.2) immediately upon notice from either party to the
other;
(c)
Upon termination of this Agreement by Executive, For Good
Reason (as defined in Section 5.3) upon not less than thirty
days' prior notice from the Executive to the
Employer;
(d)
Upon
termination of this Agreement by the Company
With
Cause (as defined in Section 5.4); or
(e)
Upon
termination of this Agreement by the Company
Without
Cause (as defined in Section 5.5)
5.2
DEFINITION OF DISABILITY
For
purposes of Section 5.1, the Executive will be deemed to have
a “Disability” if, for physical or mental reasons,
the Executive is unable to perform the essential functions of
the Executive's duties under this Agreement for 120
consecutive days, or 180 days during any twelve month period,
as determined in accordance with this Section 5.2. The
disability of the Executive will be determined by a medical
doctor selected by written agreement of the Employer and the
Executive upon the request of either party by notice to the
other. If the Employer and the Executive cannot agree on the
selection of a medical doctor, each of them will select a
medical doctor and the two medical doctors will select a third
medical doctor who will determine whether the
Executive
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