Exhibit 10.2
PURESPECTRUM, INC.
EMPLOYMENT
CONTRACT
This Agreement
made as of the 1st day of October, 2008, between PureSpectrum, Inc.
(the "Company") and William Norton (the "Employee").
WHEREAS , the Company desires to employ Employee for the
period and upon and subject to the terms herein provided;
and
WHEREAS , the Company desires to be assured that
Employee (i) will not compete with the Company for the period and
within the geographical areas hereinafter specified and (ii) will
not employ or disclose any of the Company's proprietary or
confidential information;
WHEREAS , Employee is willing to agree to be employed by
the Company upon and subject to the terms herein
provided;
NOW,
THEREFORE , in
consideration of the premises, the mutual covenants and agreements
hereinafter set forth and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto covenant and agree as
follows:
1.
Term of Employment: Compensation.
a. The
Company agrees to employ Employee as an employee from the date
hereof, for a period of five (5) years or until the earlier
termination of this Agreement pursuant to the terms hereof. The
Company will pay Employee base salary for his services rendered
hereunder at an initial annual rate of $150,000. Upon receipt by
the Company of an investment commitment of at least $5,000,000 and
physical receipt of at least $1,000,000 of such commitment,
Employee's base salary shall increase to an annual rate of $225,000
effective October 1, 2008. Employee shall have the option to
receive any amounts which were not paid to Employee from October 1,
2008 until such time as the increase in salary becomes payable in
cash or restricted common stock of the Company at the then current
market price. Employee's salary shall be paid in accordance with
the Company's regular payroll practices as determined by the
Company, subject only to such payroll and withholding deductions as
are required by law and such other payroll deductions, as are
determined by the Company policy or as Employee may approve.
Employee shall receive an annual salary review and shall be
considered for salary increases consistent with the profitability
of the Company and with the salary increases of the other executive
level employees of the Company.
b. The
Company does not presently have a stock option plan, bonus plan or
a company vehicle plan in place. In the event the Company shall
implement any such plan in the future, Employee shall be entitled
to participate in such plan in a manner consistent with that of
other executive level employees.
c. Employee
shall be entitled to up to four (4) weeks paid vacation annually.
To the extent that Employee does not use all of his vacation in any
year, he may elect to carryover such unused vacation to the next
year or to receive compensation in lieu of such unused
vacation.
d. Employee
shall be entitled to participate in and receive all benefits under
any welfare benefit plan or program, including, without limitation,
group medical and dental insurance for himself and his dependents,
and all employee benefits, including, without limitation, hospital,
medical, health and disability insurance, paid holidays, paid sick
and personal days and/or any retirement savings plan or program
provided at any time by the Company to any of its executive level
employees. The benefits offered by the Company are subject to
change from time to time as determined in the sole and absolute
discretion of the Board of Directors of the Company.
e. Employee
shall be entitled to reimbursement by the Company for all ordinary
and necessary business expenses incurred by Employee in the
performance of his duties.
f. Employee's
location of employment shall be at Savannah, Georgia and employee
shall not be required to change his location of employment beyond
20 miles from the present location.
2.
Office and Duties. Employee shall hold
the position of Executive Vice-President & Secretary and shall
have the duties normally ascribed to that position and as assigned
to him by the Company from time to time in its sole discretion.
Employee shall act at all times to promote the Company's business
and best interests. Employee shall devote substantially all
business time, labor, skill, undivided attention and best ability
to the performance of his duties hereunder in a manner, which will
faithfully and diligently further and expanding the business and
interests of the Company.
During the term
of this contract, the duties of the Employee shall not be
significantly changed and the reporting structure shall not be
changed so that the Employee's responsibilities or authority are
diminished unless Employee shall have agreed to such
change.
3.
Termination of Emplovment
. Notwithstanding any other provision of this Agreement,
Employee's employment shall terminate on the death of the Employee
and may be terminated by the Company, as follows:
