EXHIBIT 10.5
EMPLOYMENT AGREEMENT
AGREEMENT
made this 13th day of April, 2008 by and
between ADVANCED
TECHNOLOGIES GROUP, LTD (THE "COMPANY") AND ABEL RASKAS (THE
"EMPLOYEE").
1. EMPLOYMENT
The Company agrees to employ
the Employee during the Term specified
in
section 2 in the capacity of PRESIDENT and the Employee accepts
such employment,
subject to the terms and conditions in this Agreement.
The Employee's primary
responsibilities shall include Mergers and Acquisitions,
Sales and Marketing as
well as Director of Software Development of the Company.
2. TERM
The Employee's employment by the
Company pursuant to this Agreement shall
be for a term commencing on the date hereof and continuing for a
period of three
(3) years (the "Term"), unless sooner
terminated by the Company pursuant to
section 4 below or by the Employee on thirty- (30) days
written notice to the
Company.
3. COMPENSATION
(A) BASE SALARY. As
compensation for his services, during the Term, the
Company shall pay the Employee an annualized base salary equal to $
250,000. The
salary shall be less applicable withholding taxes and
deductions, in accordance
with the Company's normal payroll
practices. Notwithstanding any of the
foregoing, Employee shall be paid a
Base Salary (calculated retroactively
beginning from April 13, 2002) only after the Company has begun
receiving profit
distributions from its 25% share ownership in FX Direct Dealer,
LLC.
(B) BONUS. Additionally, the Company may
determine, in its sole discretion,
to pay the Employee an annual bonus, not to exceed
Thirty Percent (30%) of the
Base Salary, based upon the Company's assessment of the
Employee's performance
over the previous year and available funds.
(C) EXPENSES. The
Company agrees to pay or to reimburse the Employee for
all reasonable, ordinary, necessary and
documented business expenses incurred
during the Term in the performance of his services hereunder
in accordance with
the policy of the Company as from time to time in effect
as determined by the
Company in its sole discretion. The Employee
shall provide to the Company any
and all statements, bills or receipts evidencing
the travel or out-of-pocket
expenses for which the Employee seeks payment or
reimbursement, and any other
information or materials, as the
Company may from time to time reasonably
require.
(D) BENEFITS. Employee acknowledges
that he will be entitled to health and
life insurance benefits and any other benefits in connection with
his employment
set forth in this Agreement or as otherwise
determined by the Company in its
sole discretion.
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(E) VACATION. The
Employee shall be entitled to up to three (3) weeks of
vacation in accordance with the Company's policy, to be
taken at such times as
shall not, materially interfere with the
Employee's fulfillment of his duties
hereunder.
4. TERMINATION FOR CAUSE
The Company may terminate this Agreement
for: (1) Conviction of a felony or
any act of involving moral turpitude; (2) Commission of any act of
theft, fraud,
dishonesty or falsification of any employment
record; (3) Material breach of
this Agreement by Employee, which breach is not cured within
30 days of written
notice from Company; and/or
(4) Improper disclosure of the
Company's
confidential information. In the event of
termination of this Agreement by
Company, which is not for cause, Employee will receive a
payment equal to three
(3) times the Base Salary.
5. RESTRICTIVE COVENANTS
As a condition of employment,
Employee agrees to sign a Non-Disclosure,
NonSolicitation, and Works for Hire Agreement, a
copy of which is attached as
Appendix A. By executing this Agreement, Employee
agrees to abide by the terms
and conditions of the enclosed Non-Disclosure,
Non-Solicitation, and Works for
Hire Agreement.
6. MODIFICATION
This Agreement may not be orally
canceled, changed, modified or amended,
and no cancellation, change, modification
or amendment shall be effective or
binding, unless in writing and signed by the parties to this
Agreement.
7. WITHHOLDINGS
The Company may
withhold (from any compensation or
benefits payable
hereunder to Employee) from any amounts
payable under this Agreement such
federal, state or local taxes as shall be required or appropriate
to be withheld
in the reasonable judgment of the Company to comply
with any applicable law or
regulation.
8. APPLICABLE LAW
This Agreement shall
be governed by and construed
and enforced in
accordance with the laws of the State of New York applicable
to agreements made
and to be performed therein. Each of the parties hereto
hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of any
court of the State
of New York, County of New York or any federal court sitting in the
State of New
York, County of New York for purposes of any suit,
action or other proceeding
arising out of this Agreement (and agrees not to
commence any action, suit or
proceedings relating hereto except in such courts).
Each of the parties hereto
agrees that service of any process,
summons, notice or document by U.S.
registered mail at its address set forth herein shall
be effective service of
process for any action, suit or proceeding brought against it in
any such court.
Each of the parties hereto hereby irrevocably and
unconditionally waives any
objection to the laying of venue of any action, suit or
proceeding arising out
of this Agreement, which is brought by or against it, in the courts
of the State
of New York or any federal court sitting in
the State of New York and hereby
further irrevocably and unconditionally waives and agrees not
to plead or claim
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in any such court that any such action, suit or
proceeding brought in any such
court has been brought in an inconvenient forum.
9. NOTICES
Any notice, request, demand, statement,
authorization, approval, consent or
acceptance made hereunder shall be in writing and
shall be hand delivered or
sent by Federal Express or other reputable courier service,
or by registered or
certified mail, postage prepaid with return
receipt requested, and shall be
deemed given (i) upon delivery, if delivered in
person, (ii) one (1) business
day after being deposited with Federal Express or any other
reputable overnight
courier service, or (iii) three (3) business days after
being postmarked and
addressed as follows if sent by registered or certified
mail, return receipt
requested, addressed as follows:
If to the Company:
Advanced Technologies Group, Ltd.
# 921 Bergen Ave., Suite 405
Jersey City, NJ 07306
If to Employee:
Mr. Abel Raskas
10. COUNTERPARTS
This Agreement may be executed in two
counterparts, each of which shall be
deemed an original, but both of which taken
together shall constitute one
instrument.
11. SEVERABILITY
If any provision of
this Agreement, or part thereof,
is held to be
unenforceable, the remainder of such provision and this
Agreement, as the case
may be, shall nevertheless remain in full force and effect.
12. AGREEMENT AND REPRESENTATION
This Agreement contains the entire
agreement and understanding between the
Company and Employee with respect to the subject matter
hereof. This Agreement
supersedes any prior agreement between
the&
