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Exhibit 10.1
Employment Accrued Compensation Agreement with - Christopher J.
LeClerc
November 15, 2005
Liska Biometry, Inc.
100 Main Street
Dover, New Hampshire
03820
Dear Chris:
In reference to your employment agreement "adjustment to
employment position/
compensation" dated April 1, 2005, we are pleased to inform you
that the Company
has awarded you 120,841 shares of common stock of Liska
Biometry, Inc. as
additional compensation for the period April 1, 2005 to July 22,
2005. By
accepting these shares, you are acknowledging that you have
received full
payment for any and all obligations under that agreement for the
referenced
period. Please be advised that said shares will be registered
pursuant to Form
S-8. We recognize and acknowledge that your services were not,
in any way, in
connection with the sale of securities in a capital-raising
transaction, nor
were they directly or indirectly in connection with promoting or
maintaining a
market for Liska's securities.
Regards,
------------------
Manoj E. Hippola
Chief Financial Officer
Liska Biometry, Inc.
<PAGE>
EMPLOYMENT AND NON-COMPETITION AGREEMENT
This AGREEMENT, effective as of the 1st day of April 2005, is
made by and
between Liska Biometry, Inc., a Florida corporation (the
"Company"), and
Christopher LeClerc, a resident of the state of New Hampshire
(the "Executive").
RECITALS
A. The Company is in the business of developing a Finger
Print
Biometrics business (the "Business");
B. The Company desires to retain the services of the
Executive;
C. The Executive is willing to be employed by the Company;
and
D. The parties hereto desire to enter into this Agreement in
order to
set forth the respective rights, limitations and obligations of
both
the Company and the Executive with respect to the
Executive's
employment with the Company, the Confidential Information,
the
Discoveries, and the other matters set forth herein.
NOW THEREFORE, in consideration of the employment of the
Executive by the
Company, the compensation paid to the Executive and the Company
continuing to
provide Confidential Information to the Executive, as well as
the other mutual
promises and consideration hereinafter contained, the receipt
and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Term.
Subject to the provisions for termination hereinafter provided,
the Executive's
employment hereunder shall commence on the first day of the
month after the
Company receives funding in the amount of US$ 2,000,000 (the
"Employment Date")
and unless otherwise extended, end one year after the Employment
Date commences
(the "Contract Termination Date"). The Contract Termination Date
shall be
automatically extended for a successive one (1) year period at
the end of each
contract year unless the Board of Directors of the Company (the
"Board") shall
give contrary notice to the Executive, pursuant to the terms of
Section 11
below, at least ninety (90) days prior to the end of the each
contract year. In
the event that the Company does not receive funding in the
amount of $2,000,000
on or before December 31, 2005, this agreement shall become null
and void.
2. Position and Duties.
During the Employment Term, the Executive shall serve as Chief
Executive
Officer. The Executive will report to the Company's Board of
Directors as
required by law and by the Company's governance policy in effect
from time to
time, and perform such employment duties, consistent with his
position, as
specified in the Job Description. The Executive shall devote his
full productive
time, energy and ability to the proper and efficient conduct of
the Company's
business. The Executive may only devote reasonable periods of
time to service as
a Director of other businesses, with the prior written approval
and consent of
the President, to the extent that such service does not
interfere with the
performance of his obligations hereunder. Similarly, the
Executive may engage in
such charitable or community activities as shall not interfere
with the
performance of his obligations hereunder. The Executive shall
observe and comply
with all lawful and reasonable rules of conduct set by the Board
for executives
of the Company, and shall endeavor to promote the business,
reputation and
interests of the Company.
<PAGE>
3. Compensation.
(a) Base Compensation.
As defined in further detail below, during the Employment Term
the Company
shall pay the Executive a Base Compensation, subject to annual
review, as
the Board, in its sole discretion, may determine. The Base
Compensation
shall be paid in U.S. Dollars in accordance with the Company's
normal
payroll practices. The Base Compensation paid to the Executive
shall be
ninety thousand ($90,000) per year, payable bi-weekly in
arrears.
ther Compensation.
(i) Annual Bonus: The Executive shall be eligible to receive
a
Performance Bonus (the "Bonus") for the achievement of the
performance goals as determined by the Board, and dependent upon
the
financial performance of the Company. The annual bonus may be
paid
in cash, fully vested stock, restricted stock, or a
combination
thereof.
(ii) The Executive shall be granted 100,000 free trading shares
upon
signing of this agreement.
(iii) The Executive shall be granted 150,000 restricted stock
upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone I as defined in Schedule A
attached
hereto
(iv) The Executive shall be granted 200,000 restricted stock
upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone II as defined in Schedule A
attached hereto
(v) The Executive shall be granted 200,000 restricted stock
upon
certification by the Chief Financial Officer of the Company that
the
Executive has attained Milestone III as defined in Schedule
A
attached hereto
(vi) The Executive shall be eligible to participate in any
Company
incentive plan established by the Company under the terms
and
conditions of the Plan.
(b) Expenses.
The Executive shall be entitled to receive prompt reimbursement
for all
reasonable business expenses (exclusive of any commuting
expenses)
incurred by him in the course of his employment by the
Company.
<PAGE>
(c) Other Benefits.
(i) Insurance: The Executive shall be entitled to participate in
or
receive benefits on the same basis as other executive officers
of the
Company under any employee benefit plans and arrangements
applicable to
senior management including life insurance plans, pension
and
profit-sharing plans, medical and health plans or other employee
welfare
benefit plans, annual paid vacation, sick leave, sick pay and
short-term
and long-term disability benefits and holidays, as in effect
from time to
time.
(ii) Vacation: The Executive shall be entitled to receive three
(3) weeks
of paid vacation per contract year, which shall accrue from
April 1, 2005
to recognize the efforts of the executive in the founding of the
Company's
business. Such vacation days shall accrue and become vested on
the first
anniversary day of each year of the Employment Term. This
benefit shall be
reviewed by the Board of Directors and the Executive from time
to time and
increased when appropriate.
(iii) Holidays: The Executive shall be entitled to the
designated Company
holidays.
4. Termination.
The Executive's employment by the Company pursuant hereto is
subject to
termination during the Employment Term as follows:
(a) Death. The Executive's employment hereunder shall terminate
upon his
death. In such event, the Executive's Base Compensation and any
prorated amount
of the Bonus, if any, shall be paid through the date of the
Executive's death.
Eligibility for all other benefits shall be determined by the
terms of any
applicable plan or program.
(b) Disability. The Company may, by written notice to the
Executive,
terminate the Executive's employment if, as a result of the
Executive's
incapacity due to physical or mental illness, the Executive
shall have been
absent from his duties hereunder for ninety (90) consecutive
days or for a total
of one hundred eighty (180) days in any three hundred sixty five
(365) day
period (the "Disability Period"). In the event of such
termination, the
Executive shall receive the same benefits payable in the event
of death;
provided however that, if the Company should adopt a disability
policy at any
time during the Employment Term, the terms of such policy shall
govern.
(c) Termination by the Company for Cause or Executive's
Voluntary
Termination. The Company shall be entitled to terminate the
Executive's
employment at any time, by written notice to the Executive, for
Cause, as
defined herein:
(i) fraud or embezzlement on the part of the Executive;
(ii) conviction of or the entry of a plea of nolo contendere by
the
Executive to any felony or other crime of fraud or moral
turpitude;
<PAGE>
(iii) any act of willful or negligent misconduct by the
Executive
which is either intended to result in substantial personal
enrichment of
the Executive at the expense of the Company or any of its
subsidiaries or
affiliates, or has a material adverse impact on the business or
reputation
of the Company, any of its subsidiaries or affiliates, or
directors or
other officers (such determination to be made by the Company's
Board of
Directors in the good faith exercise of its reasonable
judgment); or
In the event of termination for Cause, the Executive's Base
Compensation
and other benefits shall be paid through the Date of Termination
(as hereafter
defined), and the Executive shall have no further rights to
compensation or
benefits other than as determined by the terms of any applicable
plan or
program. The Executive shall not be eligible to receive any
portion of his
Annual Bonus.
The Executive may terminate his employment hereunder voluntarily
at any
time with ninety (90) day's written notice to the Board. In the
event of the
Executive's voluntary termination, the Executive shall be
entitled to receive
his Base Compensation and prorated Bonus, if any, and benefits
through the Date
of Termination.
(d) Without Cause. The Company may terminate the Executive's
employment at
any time by giving written notice to the Executive of its intent
to terminate
this Agreement without Cause. In such event:
(i) the Executive shall be paid his Base Compensation, any
prorated Bonus and other benefits to which the Executive is
entitled for the
remainder of the Employment Term, provided that the Base
Compensation shall
represent not less than 3 months pay in lieu of notice of
termination;
(ii) all stock options held by the Executive under any stock
option plan of the Company shall become fully exercisable, and
shall remain
exercisable for a period of 180 days following the Date of
Termination; and
(iii) the Executive shall have such other rights in respect
of
any incentive, other compensation plan or benefit plan or
program as may be set
forth in such plan or program.
Change in Control. Notwithstanding any other provision of this
Agreement,
should a "change in control" occur, the Employee, at his sole
option and
discretion, may terminate his employment under this Agreement at
any time within
one (1) year after such change of control upon fifteen (15) days
notice. In the
event of such termination, Company shall pay to the Employee a
severance payment
("Severance Payment") equal to three (3) times the base amount
as defined in
Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended ("Code")
minus One Dollar ($1.00). Notwithstanding the foregoing, (a) if
the Severance
Payment and any other amounts payable by the Company to the
Employee are
parachute payments under Code Section 280b (collectively,
"Parachute Payments")
and, (b), if reducing the Severance Payment would eliminate the
tax provided for
in Code Section 4999 ("Section 4999 Tax") which would otherwise
be applicable to
the Parachute Payments, and (c) if, because of such elimination,
the
<PAGE>
net amount of the Parachute Payments (total payments minus
Section 4999 Tax)
would be greater than such net amount without reduction, then
the Severance
Payment shall be reduced by the smallest amount required to
eliminate the
imposition of the Section 4999 Tax, the foregoing determination
shall be made by
Company's general counsel, and his determination shall be
binding upon the
Company and the Employee. The amount determined under the
foregoing provisions
of this Section 4(e) shall be payable no later than one (1)
month after the
effective date of the Employee's termination of employment. A
change in control
means: the acquisition, without the approval of the Company's
board of
directors, by any person or entity, other than Company or a
"related entity," of
more than twenty percent (20%) of the outstanding shares of
Company's voting
common stock through a tender offer, exchange offer or
otherwise; the
liquidation or dissolution of the Company following a sale or
other disposition
of all or substantially all of its assets; a merger of
consolidation involving
the Company which results in the Company not being the surviving
parent
corporation; or any time during any two-year (2) period in which
individuals who
constituted the board of directors of Company at the start of
such period (or
whose election was approved by at least two-thirds of the then
members of the
board of directors of Company who were members at the start of
the two-year
period) do not constitute at least fifty (50%) of the board of
directors, for
any reason. A related entity is the parent, a subsidiary or any
employee benefit
plan (including a trust forming a part of such a plan)
maintained by the
Company, its parent or a subsidiary
(f) Date of Termination. The date upon which a termination
pursuant to
this Section 4 becomes effective (the "Date of Termination" or
"Termination
Date") shall be: the date upon which the party terminating this
Agreement gives
the other party written notice thereof in accordance with
Section 11 hereof.
5. Confidential Infor
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