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:
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.
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.
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.
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