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Exhibit 10.10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into,
and
effective as of June 8, 2007 (the "Effective Date"), by and between
Seamless
Wi-Fi, Inc., a Nevada corporation ("Company"), and Albert Reda, an
individual
("Employee") (individually, a "Party"; collectively, the
"Parties").
RECITALS
WHEREAS, Company desires to employ Employee, and Employee desires
to be
employed as the Chief Executive Officer of Company; and
WHEREAS, Company desires to have an employment agreement with
Employee
as its Chief Executive Officer, subject to the terms and conditions
of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions
contained herein, the Parties hereto hereby agree as follows:
AGREEMENT
1. TERM
OF EMPLOYMENT.
a.
SPECIFIED PERIOD. Company hereby employs Employee and Employee
accepts employment with Company for a period of five years
beginning on June 8,
2007, and terminating on June 7, 2012.
b. RENEWAL. This Agreement is subject to automatic renewal for
successive one year terms, upon the same terms and conditions as
set forth
herein, unless either this Agreement is terminated pursuant to
Section 8 hereof
or a Party gives written notice to the other Party of its intent to
terminate,
at least 30 days prior to expiration of the then-current term.
c. EMPLOYMENT TERM DEFINED. "Employment Term" refers to the
entire
period of employment of Employee by Company, whether for the period
provided
above, or whether terminated earlier as hereinafter provided or
extended by
automatic renewal as described above.
2. DUTIES AND OBLIGATIONS OF EMPLOYEE. Employee shall serve as
Chief Executive
Officer of the Company. Employee shall report to the Board of
Directors or any
other individual designated by the Board of Directors of the
Company. Employee
shall faithfully and diligently perform all professional duties and
acts as may
be requested and required of Employee by Company or its Directors.
Employee
shall devote such time and attention to the business of Company as
shall be
required to perform the required services and duties. Employee at
all times
during the Employment Term shall strictly adhere to and obey all
policies, rules
and regulations established from time to time governing the conduct
of employees
of Company.
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3. EXCLUSIVITY, NON-DISCLOSURE.
a. DEVOTION TO COMPANY BUSINESS. Employee agrees to perform
Employee's
services efficiently and to the best of Employee's ability.
Employee agrees
throughout the term of this Agreement to devote his time, energy
and skill to
the business of the Company and to the promotion of the best
interests of the
Company.
b. TRADE SECRETS. Employee agrees that he shall not at any time,
either
during or subsequent to his Employment Term, unless expressly
consented to in
writing by Company, either directly or indirectly use or disclose
to any person
or entity any confidential information of any kind, nature or
description
concerning any matters affecting or relating to the business of
Company,
including, but not limited to, information concerning the customers
of Company,
Company's marketing methods, compensation paid to employees,
independent
contractors or suppliers and other terms of their employment or
contractual
relationships, financial and business records, know-how, or any
other
information concerning the business of Company, its manner of
operations, or
other data of any kind, nature or description. Employee agrees that
the above
information and items are important, material and confidential
trade secrets and
these affect the successful conduct of Company's business and its
goodwill.
c. INVENTIONS AND PATENTS. All processes, inventions, patents,
computer
software, copyrights, trademarks and other intangible rights
(collectively
referred to as "Intellectual Property") that may be conceived or
developed by
Employee during the Employment Term, either alone or with others,
made or
conceived by him shall remain the sole property of Company.
4. COMPENSATION.
a. SALARY. Subject to the termination of this Agreement as
provided
herein, Company shall compensate Employee for his services
hereunder at a
monthly salary of $20,000 until June 30, 2007. Thereafter, Company
shall
compensate Employee for his services hereunder at a monthly salary
of $25,000
for the remainder of the Employment Term. All salary payments
hereof shall be
payable in accordance with the Company's practices, less normal
payroll
deductions, and prorated for the actual Employment Term.
b. SALARY INCREASES; ADDITIONAL COMPENSATION. In the event that
the
Company becomes profitable according to generally accepted
accounting principles
("GAAP"), Employee's monthly salary shall be increased to $30,000
for the
remainder of the Employment Term. Such salary increase shall become
effective on
the first day of the month following the month in which the Company
becomes
profitable according to GAAP.
c. BONUS. Employee shall receive bonuses as may be determined by
the
Board of Directors of the Company in its sole discretion.
5. EMPLOYEE INCENTIVES. Employee shall be entitled to receive
incentives under
all incentive plans made available by Company or in the future to
similarly
situated employees, subject to the terms, conditions and overall
administration
of such plans, including but not limited to stock
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options, bonuses, profit sharing, and any other incentive plans
that the Company
has made available to similarly situated employees.
6.
EMPLOYEE BENEFITS.
a. VACATION. Employee shall be entitled, during each employment
year,
to four weeks vacation, per annum, non-cumulative. Employee may be
absent from
his employment for Vacation only at such times as may be convenient
to Company
and Employee.
b. MEDICAL COVERAGE. Company agrees to include Employee in the
coverage
of its medical and dental insurance as provided to other employees
of the
Company.
c. PLAN PARTICIPATION. Employee shall be entitled to participate in
or
to receive benefits under all of Company's employee benefit plans
made available
by Company or in the future to similarly situated employees,
subject to the
terms, conditions and overall administration of such plans,
including but not
limited to 401(k) plans, IRA plans, E.R.I.S.A Plans, any other
retirement or
benefit plans that the Company has made available to similarly
situated
employees.
7. BUSINESS EXPENSES. Employee will be required to incur travel,
meals,
entertainment and other business expenses on behalf of the Company
in the
performance of Employee's duties hereunder. Company will reimburse
Employee for
all such reasonable business expenses incurred by Employee in
connection with
Company's business upon presentation of receipts or other
acceptable
documentation of the expenditures. In compensating Employee for
expenses, the
ordinary and usual business guidelines and documentation
requirements shall be
adhered to by Company and Employee.
8.
TERMINATION OF EMPLOYMENT.
a. TERMINATION FOR CAUSE. Company may terminate this Agreement
for
cause at any time. For purposes of this Agreement, the term "cause"
shall
include, but not be limited to, in the Company's reasonable but
sole discretion,
the following: a material breach of or failure to perform any
covenant or
obligation in this Agreement, disloyalty, dishonesty, neglect of
duties,
unprofessional conduct, acts of moral turpitude, disappearance,
felonious
conduct, or fraud. Company may terminate this Agreement for cause
by giving
written notice of termination to Employee without prejudice to any
other remedy
to which Company may be entitled either at law, in equity, or under
this
Agreement. The notice of termination required by this section shall
specify the
ground for the termination and shall be supported by a statement of
all relevant
facts
