Exhibit 10.1
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of
this 30th day of June 2005, by and between
Eugene V. Gartlan (the "Executive")
and Innova Holdings, Inc., a Delaware
corporation (the "Company").
R E C I T A L S:
A.
Company is
in the primary business of developing, marketing and
selling software products for use in the operation of robots
and
automated systems for the industrial and service markets. The
Company also designs and sells computer hardware necessary to
operate the software.
B.
Executive
has certain business planning, financial and accounting
experience that the Company believes to be valuable to it.
C
The
Company desires to employ the Executive and the Executive
desires to accept such employment.
NOW
THEREFORE, in consideration of the promises, mutual covenants
and
agreements contained herein, and for other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the Company and the
Executive do hereby agree as follows:
1.
Employment and Duties. On the terms and subject to the job
conditions
set forth in this Agreement, the Company
shall employ the Executive as the Chief
Financial Officer, and to perform such
duties as are consistent with such
position as may be assigned, from time to
time, by the Chief Executive Officer
of the Company and to render such
additional services and discharge such other
responsibilities as the Company may, from
time to time, stipulate.
2.
Performance. Performance. The Executive accepts the employment
described in Paragraph 1 of this Agreement
and agrees to devote all of his
business time and efforts to the faithful
and diligent performance of the
services described therein, including the
performance of such other services and
responsibilities as the Corporation may,
from time to time, stipulate.
3. Term.
The term of employment as the Chief Financial Officer under
this
Agreement is effective as of June 14, 2005
(the "Commencement Date") and shall
remain in effect for a period of five (5)
years from the date Executive first
became an Executive, ending on June 13,
2010 (the "Termination Date") (and each
subsequent one year anniversary, if
extended, as provided herein shall also be
referred to herein as a Termination Date)
unless sooner terminated hereunder
(the "Employment Period"). This Agreement
shall be automatically extended each
year for an additional one (1) year period
unless terminated by either party by
giving written notice to the other no less
than thirty (30) days prior to the
Termination Date.
4.
Compensation. For all the services to be rendered by the
Executive
beginning on the Commencement Date and
ending December 14, 2005, and in lieu of
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all other compensation - cash or otherwise,
Executive shall be granted stock
options to purchase eighteen million
(18,000,000) shares of common stock of the
Company at the purchase price of $.036.
Such options shall be granted under the
terms of the Company's Stock Option Plan
and shall vest equally over a period of
three years, or upon the death of the
Executive if sooner. After December 14,
2005, Executive shall be paid a salary of
Fifteen Thousand Dollars ($15,000) per
month. The Company shall have the option to
pay the salary in cash or in S-8
shares of common stock of the Company. The
stock price shall be determined by
the ending market price for the shares on
the first business day of the month in
which the salary is earned (the "Market
Price").
If the
Executive is terminated without Just Cause as defined in Section
11
(b) hereof, all remaining outstanding stock
options that have not been exercised
by the Executive, including additional
stock options to purchase twelve million
one hundred twenty one thousand two hundred
seventy six (12,121,276) shares of
common stock of the Company awarded by the
Board of Directors of the Company to
Stratex Solutions, LLC on April 12, 2005
and the stock options granted under
this section 4. of this agreement shall
immediately vest one hundred percent
(100%) to the benefit of the Executive on
the effective date of termination. If
there is a change of ownership of the
Company or any of its subsidiaries, all
remaining outstanding stock options that
have not been exercised by the
Executive shall immediately vest one
hundred percent (100%) to the benefit of
the Executive on the day immediately
preceding the effective date of the change
of ownership.
5.
Incentive Bonus Opportunity. During the Employment Period, the
Executive shall be eligible for such
incentive bonus as may be deemed advisable
by the Board of Directors of the Company in
consideration of the Executive's
performance during each year of the
Employment period and the Company's
profitability. The Company, however, shall
not be obligated to pay any bonus
until the Board of Directors approves and
declares such incentive fee.
6.
Reimbursement of Expenses. The Company shall reimburse Executive
for
Executive's health insurance expenses until
such time as the Company offers a
health insurance plan for its employees and
Executive is eligible gor such plan,
and for other normal expenses, including
cell phone expenses, on a monthly
basis. Executive shall provide the Company
with copies of all bills associated
with reimbursed expenses. The Company has
the option to reimburse Executive
either in cash or in S-8 shares of common
stock of the Company at the Market
Price
7.
Surrender of Properties. Upon termination of the Executive's
employment
with the Company, regardless of the cause
therefore, the Executive shall
promptly surrender to the Company all
property provided Executive by the Company
for use in relation to Executive's
Employment, and, in addition, the Executive
shall surrender to the Company any and all
financial and tax records, accounting
work papers, correspondence relating to SEC
or legal matter, any other materials
related to financial or SEC matters, sales
materials, lists of customers and
prospective customers, price lists, files,
patent applications, records, models,
software files, listings, copies of
Windows(R) software, or other materials and
information of or pertaining to the Company
or its customers or prospective
customers or the products, business, and
operations of the Company.
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8.
Inventions and Secrecy. Except as otherwise provided in this
Section 8,
the Executive: (a) shall hold in a
fiduciary capacity for the benefit of the
Company all secret or confidential
information, knowledge, or data of the
Company or its business operations obtained
by the Executive during Executive's
employment by the Company, which shall not
be generally known to the public or
recognized as standard practice (whether or
not developed by the Executive) and
shall not, during his employment by the
Company and after the termination of
such Employment for any reason, communicate
or divulge any such information,
knowledge or data to any person, firm or
corporation other than the Company or
persons, firms or corporations designated
by the Company; (b) shall promptly
disclose to the Company all inventions,
ideas, devices, and processes made or
conceived by Executive alone or jointly
with others, from the time of entering
the Company's employment until such
employment is terminated and within the six
(6) month period immediately following such
termination, relevant or pertinent
in any way, whether directly or indirectly,
to the Company's business or
production operations or resulting from or
suggested by any work which the
Executive may have done for the Company or
at its request; (c) shall, at all
times during his Employment with the
Company, assist the Company in every proper
way (entirely at the Company's expense) to
obtain and develop for the Company's
benefit patents or copyrights on such
inventions, ideas, devices and processes
including without limitation software and
software files and listings to be used
with industrial automation and industrial
robots, whether or not patented; and
(d) shall do all such acts and execute,
acknowledge and deliver all such
instruments as may be necessary or
desirable in the opinion of the Company to
vest in the Company the entire interest in
such inventions, ideas, devices, and
processes referred to above. The foregoing
to the contrary notwithstanding, the
Executive shall not be required to assign
or offer to assign to the Company any
of the Executive's rights in any invention
for which no equipment, supplies,
facility, or trade secret information of
the Company was used and which was
developed entirely on the Executive's own
time, unless (a) the invention related
to (i) the business of the Company or (ii)
the Company's actual or demonstrably
anticipated research or development, or (b)
the invention results from any work
performed by the Executive for the Company.
The Executive acknowledges
Executive's prior receipt of written
notification of the limitation set forth in
the preceding sentence on the Executive's
obligation to assign or offer to
assign to the Company the Executive's
rights in inventions.
9.
Confidentiality of Information; Duty of Non-Disclosure.
(a) The Executive acknowledges and agrees that Executive's
Employment by the Company under this
Agreement necessarily involves Executive's
understanding of and access to certain
trade secrets and confidential
information pertaining to the business of
the Company. Accordingly, the
Executive agrees that after the date of
this Agreement at all times Executive
will not, directly or indirectly, without
the express written consent of the
Company, disclose to or use for the benefit
of any person, corporation or other
entity, or for Executive any and all files,
trade secrets or other confidential
information concerning the internal affairs
of the Company, including, but not
limited to, information pertaining to its
trade secrets, business plans,
clients, services, products, earnings,
finances, operations, methods or other
activities, provided, however, that the
foregoing shall not apply to information
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which is of public record or is generally
known, disclosed or available to the
general public or the industry generally.
Further, the Executive agrees that
Executive shall not, directly or
indirectly, remove or retain, without the
express prior written consent of the
Company, and upon termination of this
Agreement for any reason shall return to
the Company, any figures, calculations,
letters, papers, records, computer disks,
computer print-outs, lists, documents,
instruments, drawings, designs, programs,
brochures, sales literature, business
plans or any copies thereo
