EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, dated as
of May 1, 2009 (this “ Agreement ”), is between
Hawk Systems, Inc., a Delaware corporation, (the “
Company ”), and David Coriaty (the “
Executive ”).
RECITALS
A.
The Company believes the
Executive can make a unique contribution to the business of the
Company and the Board of Directors of the Company believes that the
services of the Executive would be of great value to the
Company.
B.
The Company is willing
to employ the Executive and the Executive is willing to accept
employment by the Company upon the terms and provisions, and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein
contained and of the mutual benefits herein provided, the receipt
and sufficiency of which are hereby acknowledged, the Company and
the Executive hereby agree as follows:
1.
TERM OF
EMPLOYMENT .
The Company hereby
employs the Executive and the Executive hereby accepts employment
by the Company, on the terms and conditions herein contained, for a
period of one (1) year commencing as of the date
hereof and ending on the first (1st) anniversary of the date
hereof, subject to termination as hereinafter provided (the period
from the date hereof through the first (1st) anniversary of the
date hereof or the date of automatic termination of the
Executive’s employment in accordance with the terms hereof,
as the case may be (the “ Employment Period ”).
This Agreement and the Employment Period shall automatically
extend for subsequent one (1) year periods by both parties, unless
either party notifies the other not later than ninety (90) days
prior to the then expiration date of the Employment Period that
such party does not intend for the Employment Period to
automatically extend.
2.
DUTIES
.
(a)
General
Duties .
During the Employment Period, the Executive shall serve the
Company as its Executive Chairman, with such duties consistent
therewith, including but not limited to overseeing the development
of the Company’s technology and assisting in the
Company’s acquisitions of other companies and/or
technologies. Executive shall perform such other services for
the Company as may be reasonably assigned to him from time to time
by the Board of Directors of the Company.
(b)
Primary
Activity .
(i)
During the Employment
Period, the Executive shall devote his full business efforts, time
and energy to the interests and business of the Company; however,
the Executive shall be excused from performing any services for the
Company hereunder during periods of temporary illness or incapacity
and during vacations. The Executive shall perform the duties
set forth in subparagraph (a) above, unless as may be otherwise
assigned by the Company from time to time. It is acknowledged
that the duties of the Executive may often require from time to
time attention to business at times other than normal business
hours. During the Employment Period, the Executive shall, to
the best of his skill and ability, perform his obligations
hereunder and to advance and promote the business of the Company.
The Executive shall perform his duties and obligations
hereunder diligently, faithfully and completely, and with the
Executive’s application of his abilities, skills and judgment
and in accordance with ethical and professional standards.
(c)
Travel
.
The Executive agrees to travel for business
purposes in connection with his responsibilities hereunder in a
reasonable amount for reasonable lengths of time, commensurate with
the Executive’s position and responsibilities.
3.
COMPENSATION .
As full compensation to
the Executive for performance of his services hereunder, the
Company agrees to pay the Executive and the Executive agrees to
accept the following salary and other benefits during the
Employment Period:
(a)
Salary
. The Company
shall pay the Executive a salary at the annual rate of Seven
Hundred Eighty Thousand Dollars ($780,000.00) per year or such
other annual rate of compensation as the Board of Directors of the
Company may from time to time determine (“ Base Salary
”). The Base Salary due the Executive hereunder shall
be payable in equal monthly installments, less any amounts required
to be withheld by the Company from time to time from such salary
under any applicable federal, state or local income tax laws or
similar laws then in effect.
(b)
Reimbursement of
Expenses .
The Company shall reimburse the Executive for all expenses
properly incurred by him in the performance of his duties hereunder
in accordance with policies established from time to time by the
Board of Directors of the Company.
(c)
Further
Benefits .
The Executive shall be entitled to participate in all health,
accident, retirement or similar employee benefit plans provided by
the Company generally to the executives of the Company to the
extent commensurate with the participation therein of the senior
executives of the Company. The Executive shall be entitled to
participate in any present or future bonus, insurance, pension,
retirement, profit sharing, or other compensation or incentive or
benefit plans adopted by the Company, for the general and overall
benefit of senior executives of the Company or the employees of the
Company, the extent and manner of participation to be reasonably
determined by the Board of Directors. The benefits provided
in this Section 3(c) shall be in addition to the compensation and
benefits provided elsewhere in this Section 3.
(f)
Offices
. The Executive
agrees to serve without additional compensation, if elected or
appointed thereto, in one or more offices or as a director of any
of the Company’s affiliates, subsidiaries or sister
companies.
(g)
Vacation
. The Executive shall
be entitled to three (3) weeks vacation per year during the
Employment Period.
4.
RESTRICTIONS AGAINST
COMPETITION, SOLICITATION, SERVICING, AND DIVULGING CORPORATE
CONFIDENTIAL DATA
(a)
Covenant Not to
Compete .
As a material inducement to sign this Agreement, the
Executive agrees that as long as he is an employee of the Company,
he will not Compete with the Company and, further, that he will not
Compete with the Company during the three (3) year period beginning
on the date of termination of this Agreement (the “
Restriction Period ”). During the Employment
Period and the Restriction Period, the Executive shall not within
the United States directly or indirectly, either for
Executive’s own account, or as a partner, shareholder (other
than shares regularly traded in a recognized market), officer,
director, employee, agent, consultant or otherwise, be employed by
connected with, acquire or own in any manner, participate in,
consult or otherwise associate with any other business, enterprise
or venture that is competitive with the Company’s
business.
(b)
Covenant Not to
Solicit Employees . During Employment Period and
Restriction Period, the Executive shall not, directly or
indirectly, solicit for employment or employ any employee of the
Company.
2
(c)
Covenant Not to
Solicit or Service . The Executive acknowledges
and agrees that the Company has spent significant amounts of time
and money in the development of lists of its Customers, clients,
liaisons, suppliers, distributors and vendors, which lists are not
available to the general public or the Company’s other
executives, and that these lists may contain other information
about the Customers, clients, liaisons, suppliers, distributors and
vendors not available to the general public and that the Executive
will be privileged to these lists. The Executive also
acknowledges and agrees that the Company and its business would be
irreparably and greatly damaged by the use of this information
other than for its benefit. Therefore, as a material
inducement to the Company to enter into this Agreement, the
Executive agrees that during the Employment Period and the
Restriction Period that the Executive will not solicit or do
business with, or attempt to solicit or do business with, directly
or indirectly any of the Company’s Customers, clients,
liaisons, suppliers, distributors or vendors, except on the
Company’s behalf and will not solicit or do business with or
attempt to solicit or do business with, directly or indirectly, any
of the Company’s Customers, clients, liaisons, suppliers,
distributors, developers and vendors.
(d)
Covenant Not to
Violate Corporate Confidences . During the Employment Period
and the Restriction Period, the Executive will have access to and
will become aware of confidential information and trade secrets of
the Company (the “ Confidential Information ”)
including Customer data, pricing, vendor data, market plans,
business plans, files, business secrets, business processes and
business techniques not generally available to the public, and this
Confidential Information has been compiled by the Company at great
expense and over a great amount of time. The parties
acknowledge that this confidential information gives the Company a
competitive advantage over other businesses in its field of
endeavor and that the Company’s business will be greatly and
irreparably damaged by the release or use of this confidential
information outside of its own business. Therefore, as a
material inducement to the Company to enter into this Agreement,
the Executive agrees that the Executive will not, during the
Employment Period and during the Restriction Period, either
disclose or divulge this Confidential Information to anyone or use
the Confidential Information in any manner, other than in the
performance of the Executive’s duties and obligations to the
Company hereunder. Notwithstanding the foregoing, the
Executive may disclose Confidential Information pursuant to the
applicable law or regulation or pursuant to subpoena or any civil
or criminal investigatory request by any governmental body or
regulatory authority. For purposes hereof, Confidential
Information shall not include information that (i) becomes publicly
known other than due to a breach of this Agreement by the
Executive; (ii) was known by the Executive prior to the
commencement of this Agreement; or (iii) is furnished to the
Executive by a third party who, to the knowledge of the Executive
after reasonable inquiry, is not bound by a confidentiality or
other similar obligation in favor of the Company.
(e)
Enforcement . The
Company may enforce the provisions of this section by suit for
damages, injunction, or both.
(i)
The Company would be
irreparably injured by the breach of any provision of this Section
4 by the Executive, and money damages alone would not be an
appropriate measure of the harm to the Company from such continuing
breach. Therefore, equitable relief, including specific
performance of these provisions by injunction, would be an
appropriate remedy for the breach of these provisions. The
right to seek equitable relief shall not be the exclusive remedy
available to the Company for any such breach and all available
remedies, including, without limitation, the right to seek
monetar
