EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (“Agreement”) dated as of May
21, 2007, between Stephanie Hirsch, an individual residing at
254 E. 68
th St.,
Apt. 10A, New York, New York 10021 and INCA Designs, Inc., a New
York corporation having a principal office at 53 West 36
th Street,
Suite 906, New York, New York 33172 (the
“Corporation”).
WHEREAS,
in connection with the Securities Exchange Agreement between
INCA Designs, Inc. and S2 New York Design Corp., the
Corporation desires to employ the Employee, and the Employee
is willing to be employed and serve the Corporation, on the
terms and conditions herein provided; and;
NOW,
THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other valuable consideration,
the parties hereto, intending to be legally bound, hereby
agree as follows:
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1. |
EMPLOYMENT PERIOD; REPRESENTATION
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(a)
The Corporation agrees to employ Employee, and Employee hereby
agrees to such employment, subject to the terms and conditions
set forth in this Agreement.
(b)
The parties hereto agree that this Agreement is made pursuant
to the Securities Exchange Agreement dated May 21, 2007
between the Corporation and S2 New York Design Corp. This
Agreement is subject to Employee’s status as an officer
of the Corporation, and nothing herein shall be deemed to
affect or otherwise alter Employee’s status as a
shareholder of the Corporation.
The
employment of Employee by the Corporation pursuant to this
Agreement shall commence on May 21, 2007, and shall continue
for a period of five years from the date hereof, provided
however that the Corporation and the Employee, by mutual
written agreement, may extend the Agreement for additional
five-years terms.
Upon
the commencement of the Employment Term, Employee shall hold
the position and perform the duties of President and Secretary
of the Corporation. Employee shall manage the creation, design
and development of the Corporation’s products, its
physical plant and facilities, and its relationship between
other entities with which the Corporation has a relationship.
Employee shall fulfill such duties and responsibilities as are
consistent with the positions of President and Secretary, and
as are assigned to her from time to time by the Board of
Directors, including, but not limited to, any activities
necessary to run the day-to-day business of the Corporation
and manage the assets of the Corporation.
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4. |
COMPENSATION AND BENEFITS
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(a)
Base Salary. As
compensation for the Employee’s services hereunder during the
Employment Term, the Corporation shall pay the Employee a base
salary at the annual rate of $65,000.00 (said amount, together with
any increases thereunder as may be determined from time to time by
the Corporation in its sole discretion, being hereinafter referred
to as the “Base Salary”). Any Base Salary payable
hereunder shall be paid in regular intervals in accordance with the
Corporation’s payroll practices, but no less frequently than
once each month.
(b)
Bonus Compensation. In
addition to her Base Salary, Employee shall be eligible for an
annual bonus payment. The amount of any bonus shall be in the sole
discretion of the Corporation and shall be determined based upon
the Corporation’s performance and productivity. Bonus
compensation may be paid to Employee in the form of cash or stock
options, or a combination thereof, at the Corporation’s
discretion. Unless otherwise specified herein, Employee shall be
eligible to receive such bonus compensation only if she is actively
employed by the Corporation at the end of the fiscal
year.
(c)
Benefits. Employee
shall be eligible for sick leave, major medical, hospitalization,
dental and disability insurance on the same terms and conditions as
such benefits are provided for or made available to other employees
of the Corporation.
(d)
Expense Reimbursement. The
Corporation shall promptly pay the reasonable expenses incurred by
the Employee in the performance of her duties hereunder, including,
without limitation, those incurred in connection with business
related travel, telecommunications and entertainment, or, if such
expenses are paid directly by the Employee, shall promptly
reimburse the Employee for such payment, provided that Employee has
properly accounted therefore in accordance with the
Corporation’s policy.
(e)
Vacation. Employee
shall be entitled to five (5) weeks paid vacation in each calendar
at times agreed upon in advance by the Corporation. Any unused
vacation days shall not carry-over to the next year. Employee shall
also be entitled to all paid holidays given by the Corporation to
its employees.
(a)
Death or Disability .
Employee’s employment hereunder shall terminate upon her
death or disability. Disability shall be defined as the inability
to perform a substantial portion of the Employee’s service to
the Corporation as a result of a mental or physical illness which
has continued or can reasonably be expected to continue for a
period of not less than six (6) months or has continued or can
reasonably be expected to continue to for an aggregate of not less
than 180 days in any 365 day period. In the event that there is a
disagreement with regard to whether a disability exists sufficient
to trigger this section, the determination shall be based on the
determination of the disability insurance company which insures the
Corporation’s officers, which determination will have been
made in the usual and customary manner employed by the insurance
company to make such determination. Under no circumstances shall
the term disability be deemed to include an incarceration or other
legal impediment to performances.
(b)
For Cause .
The Corporation shall have the right to terminate the employment of
Employee for Cause upon written notice to Employee. For purposes of
this Agreement, “Cause” shall mean: (i)
Employee’s conviction of, or plea of nolo contendere, to a
felony or any crime involving moral turpitude; (ii)
Employee’s commission of an act of personal dishonesty or
breach of fiduciary duty involving personal profit or benefit in
connection with Employee’s employment by the Corporation, as
determined by an arbitrator in an arbitration commenced by the
Corporation; (iii) Employee’s breach of any provision of this
Agreement, as determined by an arbitrator in an arbitration
commenced by the Corporation; (iv) Employee’s willful
misconduct or gross negligence in the conduct of her duties
hereunder, as determined by an arbitrator in an arbitration
commenced by the Corporation; or (v) Employee’s willful and
repeated failure to comply with the lawful directions of the Board
of Directors as determined by an arbitrator in an arbitration
commenced by the Corporation.
(c)
Arbitration; Legal Proceedings; Rights upon Termination.
Nothing
in the Agreement shall preclude the Corporation from seeking an
interim order of relief from a court or a competent tribunal
pending the resolution of issues enumerated above by an arbitrator.
In the event of the termination of Employee’s employment by
the Corporation for Cause, all rights of Employee under this
Agreement shall cease as of the effective date of the termination,
and Employee shall only be entitled to payment of any base salary
earned but not yet paid as of the date of Employee’s
termination and any outstanding reimbursable expenses. Employee
shall not be entitled to any additional compensation or bonus,
whether accrued or not, or any other perquisites or benefits,
except those required to be paid under federal or state laws or
regulations.
(d)
Resignation .
In the event of the termination of Employee’s employment by
the resignation of Employee, all rights of Employee under this
Agreement shall cease as of the effective date of the termination,
and Employee shall be entitled to receive from the Corporation only
payment of any base salary earned but not yet paid as of the date
of Employee’s termination plus any earned but not yet paid
incentive compensation as of the date of Employee’s
termination. Employee shall not be entitled to any other bonus,
perquisites or benefits except those required to be paid under
federal or state laws or regulations.
(e)
In the event that Employee’s employment is terminated as
a result of death or disability pursuant to Section 5(a),
Employee (or her estate) shall be entitled to (1) any base
salary earned but not yet paid as of the date of
Employee’s termination, (2) any outstanding reimbursable
expenses, (3) continuation of medical benefits for the period
of the lesser of one (1) month or the remainder of the
Employment Term, and (4) payment of all bonus compensation
earned by Employee but not yet paid as of the date of her
death or Incapacity.
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6. |
NON-DISCLOSURE OF PROPRIETARY/CONFIDENTIAL
INFORMATION
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Employee
acknowledges that she will have access to information about
the Corporation and her employment with the Corporation shall
bring her into close contact with many confidential affairs of
the Corporation, its subsidiaries and affiliates, and their
respective customers, including, without limitation,
information proprietary to the Corporation, trade secrets, and
other confidential material, which information is not readily
available to the public and all of which is highly
confidential and proprietary and was developed at great effort
and expense (such material, “Confidential
Information”). In recognition of the foregoing, during
the period of her employment and thereafter, regardless of the
reason for any termination of employment (whether voluntary or
involuntary and whether for Cause or otherwise), the Employee
shall not, without the written consent of the Board of
Directors of the Corporation, disclose or use or make
available for anyone to use (except in the course of her
employment hereunder, in furtherance of the business of the
Corporation, its subsidiaries or its affiliates, or as
required by law) any Confidential Information.
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7. |
RETURN OF CORPORATION PROPERTY
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