EMPLOYMENT
AGREEMENT
PAIGE BURKES
THIS EMPLOYMENT AGREEMENT (“
Agreement ”) is entered into this
8th day of June, 2009, by and between Global
Employment Solutions, Inc. (“ Company ”), and
Paige Burkes, an individual (“ Manager ”).
Company and Manager are jointly referred to herein as the “
Parties .”
In consideration of the mutual promises and
agreements contained herein, and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged), Company’s continued employment of
Manager.
ARTICLE 1. TERMS AND CONDITIONS
OF EMPLOYMENT
1. Employment and Duties . Company
agrees to employ Manager and Manager hereby accepts employment as
Chief Financial Officer under the terms and conditions set forth in
this Agreement. As Chief Financial Officer, Manager agrees to
perform the duties and responsibilities described more fully in
Exhibit A to this Agreement (“
Manager’s Duties ” or “ Duties
”). Company explicitly reserves the right to expand,
diminish, or otherwise change the Duties (including related tasks)
or require Manager to work in other positions depending upon the
Company’s operational or business needs. Manager agrees to
devote Manager’s best efforts in performing the Duties and to
observe and comply with all work rules, laws, and
policies.
2. Employment Term. Company hereby
employs the Manager and the Manager hereby accepts employment upon
the terms and conditions contained herein. Employment shall
commence on June 8 th 2009 and shall continue for an indefinite time
until terminated by either party, for any reason, with or without
notice or cause.
(a) During
the Employment Period, Manager’s base salary (the “
Base Salary ”) shall be $165,000.00 per annum, which
salary shall be payable in regular installments in accordance with
the Company’s general payroll practices.
(b) Car
Allowance: $400.00 per month
(c) Bonus:
At the end of each fiscal year during the Employment Period,
Employee shall be eligible to receive a bonus based on
Holding’s achieving annual EBITDA target amounts and
performance criteria (MBO’s) established annually by the
Compensation Committee and the CEO. However, during
employee’s first year of employment, this bonus amount will
be prorated for time worked. You qualify for up to $40,000.00
prorated for time worked between your start date and
December 31, 2009. $10,000.00 prorated for time worked between
your start date and December 31, 2009 of which will be
guaranteed. Payment is due after the receipt of an annual audit
generated by the Company’s accountants, but in no case later
than 120 days after the Company’s fiscal year-end, the
Company shall notify Employee of the bonus earned in the preceding
fiscal year. Employee must be employed with the Company or its
subsidiaries as of the end of each fiscal year to be eligible for
the bonus. Terms associated with how you earn the prorated bonus
amount will be reviewed with you during your first 30 days of
employment.
(d) Stock
Options: The Company agrees to grant you 25,000 Options
commensurate with your date of hire. You will also qualify for an
additional 25,000 Options to be granted after you have completed
6 months of time worked.
(e) Relocation: The Company agrees to:
(i) pay you $10,000.00 when you relocate your family to the
Denver metro area. This must occur prior to 12/31/09 in order to
qualify for payment or (ii) $5,000.00 of the $10,000.00 when you
sign a lease for temporary housing in the Denver metro area. This
should occur within 45 days of your start date. To qualify for
the balance $5,000.00, you need to have relocated your family to
the Denver metro area prior to 12/31/09. Should you voluntarily
terminate or are terminated for cause, within your first
12 months of employment, you agree to reimburse the Company
for all relocation payments that you have received including
deducting said amounts from your final pay.
(f) During
the Employment Period, Manager may participate in all of the
Company’s employee benefit programs for which similarly
situated managers of the Company are generally eligible. Nothing
contained herein should be construed, however, as a guarantee of
coverage or eligibility in any of Company’s benefit programs.
Manager shall be entitled to two weeks (2) vacation per year.
Earned in accordance with the Company’s accrual practice with
no carry over from year to year.
(g) Company shall reimburse Manager for all
reasonable out-of-pocket expenses incurred by Manager in the course
of performing Manager’s Duties under this Agreement after
completion of an expense report and in accordance with
Company’s reimbursement, reporting and documentation policies
in effect from time to time with respect to travel, entertainment
and other business expenses.
4. Termination of Employment . The
Manager’s employment under this Agreement shall terminate
upon the occurrence of any one or more of the following:
(a) the
termination by the Company of Manager’s employment for Cause
(as defined below);
(b) the
termination by the Company of Manager’s employment without
Cause;
(c) the
Disability of Manager (as defined below); or
(d) the
death of Manager.
5. Termination for Cause . Company
shall have the right to terminate Manager’s employment at any
time, without prior notice, for cause. “ Cause ”
shall mean:
(a) Manager’s breach of any part of
this Agreement;
(b) Manager’s failure to adhere to
any written Company policy;
(c) Manager’s failure to
substantially perform the Duties on a full-time basis as assigned
by his / her manager;
(d) Manager’s failure to adhere to
any of the requirements imposed on the Company by the Securities
Exchange Commission (SEC).
(e) Manager’s misappropriation or
attempted misappropriation of Company’s funds, property,
Trade Secrets (defined below), or Confidential Information (defined
below);
(f) Manager’s appropriation or
attempted appropriation of a material business opportunity of the
Company, including, without limitation, securing or attempting to
secure personal profit or other benefit in connection with any sale
or transaction entered into on behalf of the Company; or
(g) Manager’s conviction of,
indictment (or its procedural equivalent) for, or entrance of a
guilty plea or plea of no contest with respect to, any charge or
crime involving fraud or moral turpitude or any other charge or
crime for which imprisonment is a possible punishment (excepting
traffic or moving vehicle violations).
6. Termination Payments
.
(a) In the
event that Manager’s employment is terminated pursuant to
Paragraph 3 (a), (b), (c), (d), (e), (f) or (g) then
all of Manager’s rights to the Base Salary and Benefits shall
immediately terminate as of the date that Manager’s
employment is terminated, except that Manager (or, in the event
that Manager’s employment hereunder is terminated due to
Manager’s death, Manager’s heirs, personal
representative or estate) shall be entitled to any earned and
unpaid portion of the Base Salary, less all deductions or offsets
for amounts owed by Manager to the Company (including but not
limited to any unearned salary advances or outstanding
loans).
(b) If
Manager is terminated without Cause, except in the case of the Sale
of the Company (see Paragraph 11 below), Manager shall be
entitled to continue to receive Three (3) months base salary
following the date that Manager’s employment is terminated.
To earn this termination payment, Manager must complete
2 months employment (6 months total) for each month of
pay.
(d) If the
Sale of the Company as defined in section 11 below occurs and
Employee either (A) is terminated by the purchaser
substantially simultaneously with the Sale of the Company or
(B) voluntarily terminates his / her employment because the
purchaser offers employment on terms that are not substantially the
same or better as Employee’s current role and
responsibilities. Employee shall be entitled to 6 months base
salary (no other benefits are eligible under this provision). Such
payments will be made in bi-weekly increments over the course of
one (1) year. To earn this termination payment, Manager must
complete 2 months employment (12 months total) for each
month of pay. During this period, employee will remain bound by the
non-compete provisions agreed to as part of employees
“Employment Agreement”. Thereafter, the non-compete
provisions of Employee’s Employment agreement will no longer
apply. All other provisions will continue in accordance with their
description as outlined in your Employment Agreement. In the event
Employee violates the non-compete provision of this agreement, the
Company reserves all of its rights as outlined in Employee’s
Employment Agreement to recover payments made while employee
remained bound by the Employment Agreement including attorney
fees.
(e) Except
as otherwise provided in this Paragraph 6, all compensation
and other benefits shall cease to accrue upon termination of the
Employment Period.
ARTICLE 2. CONFIDENTIALITY AND
COMPETITION
(a) Manager recognizes and acknowledges
that the Trade Secrets (defined below) and Confidential Information
(defined below) obtained by Manager while employed by the Company
concerning the business or affairs of the Company or any of their
customers are the property of the Company.
(b) Manager recognizes and acknowledges
that the business design, functionality and business operation of
the computer systems and software which the Company owns, plans or
develops, or acquires from third parties, whether for its own use
or fo
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