EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT, effective as of February
22, 2011 (this “ Agreement ”), between Felix
Elinson, an individual residing at 2829 West 5th Street, Brooklyn,
New York 11224, on (“Elinson"), a nd Game Face Gaming,
Inc., a Florida corporation (the “ Company
”).
W I T N E S S E T
H:
WHEREAS, subject to the terms and
conditions set forth in this Agreement, the Company desires to
engage Elinson as the Chief Executive Officer to the Company, and
Elinson desires to accept such engagement.
NOW, THEREFORE, in consideration of
the mutual agreements and covenants set forth herein, the parties
hereto agree as follows:
ARTICLE I
POSITION; DUTIES;
TERM
1.1
Engagement . The Company hereby retains Elinson
as the Chief Executive Officer of the Company which engagement
Elinson thereby accepts, all in the capacity and on the terms and
conditions hereinafter set forth.
1.2
Duties . Elinson agrees that in his capacity as
Chief Executive Officer, Elinson shall be the senior executive
officer of the Company with principal responsibility for developing
the business strategies, policies and operations of the Company and
shall perform such other duties for the Company as are consistent
with his position, all subject to the direction of the Board of
Directors of the Company. Elinson shall work full-time
for the Company and use his best efforts in a professional and
diligent manner.
1.3
Term . The term of engagement shall commence as
of the date first written above and shall continue on a month to
month basis.
ARTICLE II
COMPENSATION
2.1
Base Compensation . The compensation (the “
Compensation ”) to be paid by the Company to Elinson
shall be equal to Seven Thousand Two Hundred ($7,200) per each
month that Elinson provides services to the Company, to be paid
bi-monthly on the 1 st
and 15 th business
day of each month. Upon the earlier to occur of (i) the
consummation by the Company of equity financings (including
financings with an equity component) resulting in gross proceeds to
the Company of no less than $1,000,000 or (ii) the first full month
in which the Company has in the aggregate 15,000 paying
subscribers, the Compensation shall be increased to $12,000 per
month.
2.2
Business Expenses . The Company shall
reimburse Elinson for reasonable and necessary business expenses
incurred by him in connection with the performance of his duties
under this Agreement, so long as such as expenses are pre-approved
in writing by the Company and Elinson presents to the Company
appropriate documentation for such expenses.
ARTICLE III
TERMINATION
3.1
Termination with Cause . Elinson may be terminated by the
Company for Cause (hereafter defined) at any time immediately upon
written notice from the Company to Elinson. For purposes
hereof, “Cause” shall mean any one of the following:
(i) willful and continuing disregard of his responsibilities or
material breach by Elinson of this Agreement, which continues and
remains uncured for ten (10) days after delivery to Elinson of
written notice thereof specifying in reasonable detail the specific
nature of such breach or disregard of his responsibilities or (ii)
fraud, embezzlement, conviction of a felony or serious
crime.
3.2
Compensation Upon Termination . If Elinson’s
engagement is terminated by the Company or Elinson otherwise ceases
providing services to the Company, the Company shall pay Elinson
the Compensation accrued through the date of
termination.
ARTICLE IV
REPRESENTATION; NON-COMPETITION;
CONFIDENTIALITY
4.1
Consultant Representation . Elinson represents
that his execution of this Agreement and the performance of his
duties required hereunder will neither be a breach of any
employment, consulting, or other agreement nor a breach of any
non-competition or similar agreement.
4.2
Non-Competition . (a) Elinson agrees
that during the term of his employment with the Company and for the
period of one and a half years (1.5) years thereafter, he will not
engage, directly or indirectly, either as principal, agent,
consultant, proprietor, creditor, stockholder, director, officer or
consultant, or participate in the ownership, management, operation
or control of any business which directly or indirectly competes
with the “Business of the Company” (with
such term being defined below) as now being conducted and as
proposed to be conducted. Elinson acknowledges and
agrees that the current market for the Company's business extends
throughout the world and that it is therefore reasonable to
prohibit Elinson from competing with the Company anywhere in such
territory. This Section shall not apply to Elinson’s
ownership of less than five percent (5%) of the capital stock of a
company having a class of capital stock which is traded on any
national stock exchange.
(b) During
the term of his consultancy and for the period of three (3) years
thereafter, Elinson agrees that he will not, directly or
indirectly, (i) solicit, divert or recruit or encourage any of the
employees, agents or consultants of the Company, or any person who
was such during the period Consultant was performing services to
the Company, to leave the employ of the Company or terminate or
alter their contractual relationship in a way that is adverse to
the Company's interests, (ii) solicit or divert business from the
Company, or assist any person or entity in doing so or attempting
to do so or (iii) cause or seek to cause any person or entity to
refrain from dealing or doing business with the Company or assist
any person or entity in doing so or attempting to do so.
(c) The
Business of the Company shall mean a non-wagering, non-games of
chance (such as chess, poker, and backgammon), multi-platform,
multiplayer and social, game software platform.
4.3
Confidential Information .
(a) ElinsonElinson agrees that he
shall hold in strict confidence and shall not at any time during or
after his engagement with the Company, directly or indirectly, (i)
reveal, report, publicize, disclose, or transfer any Confidential
Information (as described below) or any part thereof to any person
or entity, (ii) use any of the Confidential Information or any part
thereof for any purpose other than in the course of his duties on
behalf of the Company, or (iii) assist any person or entity other
than the Company to secure any benefit from the Confidential
Information or any part thereof. All Confidential
Information (regardless of the medium retained) and all abstracts,
summaries or writings based upon or reflecting any Confidential
Information in ElinsonElinson's possession shall be delivered by
Elinson to the Company upon request therefor by the Company or
automatically upon the termination of this Agreement.
(b) For
purposes of this Agreement, " Confidential Information "
shall mean any information relating to the business, operations,
affairs, assets or condition (financial or otherwise) of the
Company which is not generally known by non-company personnel, or
is proprietary or in any way constitutes a trade secret (regardless
of the medium in which information is maintained) which Elinson
develops or which Elinson obtains knowledge of or access to through
or as a result of Elinson&rsq
