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EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: MARKLAND TECHNOLOGIES INC You are currently viewing:
This Executive Employment Agreement involves

MARKLAND TECHNOLOGIES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: Connecticut     Date: 1/7/2005
Industry: Security Systems and Services     Law Firm: Foley Hoag     Sector: Services

EMPLOYMENT AGREEMENT, Parties: markland technologies inc
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EHXIBIT 99.4

 

EMPLOYMENT AGREEMENT

 

EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of December 30, 2004,

and with an effective date of January 1, 2004 ("EFFECTIVE DATE") between

Markland Technology, Inc. (including, as the context may require, its

subsidiaries, the "COMPANY"), a Florida corporation, and Robert Tarini, (the

"Employee"), located in Richmond, Rhode Island, 02892.

WITNESSETH THAT,

WHEREAS, the Company and Employee had previously entered into an

employment agreement dated May 12, 2004 (the "PRIOR AGREEMENT"); and

WHEREAS, pursuant to Section 4(d) of the Prior Agreement, the Employee

was granted certain shares of the Common Stock of the Company and that said

shares are restricted and subject to forfeiture; and

WHEREAS, pursuant to Section 4(d) of the Agreement, it is anticipated

that the Employee will receive additional shares of the Common Stock of the

Company (the "COMMON STOCK", or the "SHARES") at regular intervals and that such

shares shall be restricted and subject to forfeiture; and

WHEREAS, it was, and is, the intention of the Company and the Employee

that such Shares are subject to forfeiture in the event that Employee's

employment with the Company terminates prior to the United States Securities and

Exchange Commission (the "SEC") declaring effective a Registration Statement

covering the aforementioned shares or certain other conditions; and

WHEREAS, it is the intention of the Company and the Employee to modify

the schedule under which the Shares are granted; and

WHEREAS, to accomplish the foregoing, the Company and Employee wish to

supplant the prior Agreement with this Agreement retroactive from the Effective

Date.

NOW, THEREFORE, in consideration of the premises, the mutual agreements

set forth below and other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties agree as follows:

1. TERMINATION OF PRIOR AGREEMENT; CURRENT ENGAGEMENT -The Prior Agreement is

hereby deemed performed through the Effective Date and is hereby terminated as

of the Effective Date. The Company hereby employs the Employee, and the Employee

accepts such engagement and agrees to perform services for the Company, for the

period and upon the other terms and conditions set forth in this Agreement.

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2. TERM - Unless terminated at an earlier date in accordance with Section 8 of

this Agreement or otherwise extended by agreement of the parties, the term of

the Employee's engagement hereunder shall be for a period of five years,

commencing on January 2, 2004. The period of engagement may be extended by

written agreement or e-mail between the parties, provided that certain

provisions relating to compensation may change upon commencement of any

extension hereto.

3. POSITION AND DUTIES

(a) SERVICE WITH COMPANY - During the term of the Employee's

engagement, the Employee agrees to perform such reasonable services as

the Board of Directors of the Company (the "BOARD") shall assign to

Employee from time to time. The Employee shall commence as a Director

and an officer of the Company with the title of Chairman and Chief

Executive Officer.

(b) PERFORMANCE OF DUTIES - The Employee agrees to serve the

Company faithfully and to the best of Employee's ability and to devote

a reasonable amount of time, attention and efforts to the business and

affairs of the Company during Employee's engagement by the Company. The

Employee hereby confirms that Employee is under no contractual

commitments inconsistent with Employee's obligations set forth in this

Agreement and that during the term of this Agreement, Employee will not

render or perform services for any other corporation, firm, entity or

person, which are inconsistent with the provisions of this Agreement.

While Employee remains employed by the Company, the Employee may

participate in reasonable professional, charitable, and/or personal

investment activities so long as such activities do not interfere with

the performance of Employee's obligations under this Agreement.

4. COMPENSATION

(a) BASE CONSIDERATION - As compensation for services to be

rendered by the Employee under this Agreement, the Company shall pay to

the Employee during the term of the contract a base payment of

$25,000.00 gross per month (total of $300,000 per year, the "ANNUAL

SALARY"), which payment shall be paid in arrears in accordance with the

Company's normal procedures and policies.

(b) INCENTIVE COMPENSATION - In addition to the base payment,

the Employee shall be eligible to participate in any bonus or incentive

compensation plans that may be established by the Board from time to

time applicable to the Employee's services.

(c) EXPENSES- The Company will pay or reimburse the Employee

for all reasonable and necessary out-of-pocket expenses incurred by

Employee in the performance of Employee's duties under this Agreement,

subject to the Company's normal policies for expense verification. In

addition, Company agrees to provide Employee with up to $5,000 monthly

for auto expense, business office expense, medical and life insurance

expenses.

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(d) INITIAL GRANT OF STOCK - The Company agrees to

conditionally grant to Employee shares of common stock in the Company

at five different periods: (i) the first ("GRANT ONE") being upon the

conclusion of a ninety (90) day period following January 2, 2004; (ii)

the second ("GRANT TWO") being upon the conclusion of a

one-hundred-eighty (180) day period following January 2, 2004; (iii)

the third ("GRANT THREE") being upon the conclusion of a

two-hundred-seventy (270) day period following January 2, 2004; (iv)

the fourth ("GRANT FOUR") being upon conclusion of a one (1) year

period following the effective dated; and (v) the fifth ("GRANT FIVE")

being upon conclusion of a five hundred forty (540) day period

following the effective date (Grant One, Grant Two, Grant Three, Grant

Four, and Grant Five) may be referred to collectively as the "GRANT" or

the "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE"

of the Company Equity (as defined below) calculated as of the "FINAL

DATE" associated with that Grant, as follows:

<TABLE>

------------------------------------- ----------------------------------- -----------------------------------

GRANT STOCK PERCENTAGE FINAL DATE

------------------------------------- ----------------------------------- -----------------------------------

<S> <C> <C>

Grant One 2.5% April 1, 2004

------------------------------------- ----------------------------------- -----------------------------------

Grant Two 1.0% July 1, 2004

------------------------------------- ----------------------------------- -----------------------------------

Grant Three 1.0% October 1, 2004

------------------------------------- ----------------------------------- -----------------------------------

Grant Four 2.0% January 3, 2005

------------------------------------- ----------------------------------- -----------------------------------

Grant Five 1.0% July 1, 2005

------------------------------------- ----------------------------------- -----------------------------------

</TABLE>

The Grant will be earned based upon Performance Criteria

achieved by the Company as defined below. At any time after the Company

has implemented an effective Employee Stock Ownership Program, the

Employee may opt to accept option grants in lieu of restricted Common

Stock Grants of an equivalent value to the Common Stock Grant. The

Employee may do so at each individual Grant date.

The number of shares of Common Stock reflected by the Stock

Percentage (the "EMPLOYEE'S SHARES") shall be calculated against all

issued and outstanding capital stock or other equity or conversion

right in the Company inclusive of warrants (in aggregate the "COMPANY

EQUITY"). With respect to any convertible securities of the Company,

including without limitation the Series D Preferred Stock, and any

other securities convertible into, exercisable for, or exchangeable

into Common Stock, the calculation determining the number of Employee's

Shares shall be made as if each such conversion had taken place in

accordance with the conversion rights associated with such security,

without regard to limitation on the number of shares that may be

converted in a single instance or in a defined period, on the Final

Date (the "IMPUTED CONVERSION"). The price of the Common Stock to be

used for calculating the Imputed Conversion shall be the average of the

closing prices of the Common Stock for the ten (10) consecutive trading

days prior to the Final Date reflected on the NASD/OTCBB Market, or, if

the Common Stock is no longer listed on that market, the principal

securities exchange or trading market on which the Common Stock is

listed, quoted or traded, including the pink sheets. With respect to

each Grant, the final calculation of the total number of the Employee's

Shares shall be made within fifteen (15) days of the Final Date, in

accordance with the following formula (the "FORMULA"):

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Total # Employee's Shares = applicable Stock Percentage x the

Company Equity

Company Equity = total Common Shares outstanding (including

options and warrants) as of the Final Date + number of Common

Shares resulting from Imputed Conversion

Each Grant is conditioned upon the Company achieving its

year-end performance objectives for revenue and profitability, based on

a plan to be ratified by the Board of Directors of the Company (the

"Board") during regularly scheduled meetings for each of the applicable

years. For example, whether Grant One occurs will be measured against

the plan set forth by the Board in the first quarter of year 2004 for

year 2004.

The subject shares issued via each Grant are non-transferable and

-----------------------------------------------------------------

subject to forfeiture until vested in accordance with this agreement.

---------------------------------------------------------------------

 

(e) REGISTRATION - All Employee's Shares and Accrued Shares

(collectively the "EMPLOYEE'S SHARES") may be unregistered shares.

Such unregistered shares shall bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION nOR THE

SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON an

EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,

AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE

OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE

EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE

REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN

ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO

RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS OF THE

CORPORATION SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION

AND THE REGISTERED HOLDER HEREOF, DATED DECEMBER 30, 2004, A

COPY OF WHICH WILL BE PROVIDED TO THE HOLDER HEREOF BY THE

CORPORATION UPON WRITTEN REQUEST AND WITHOUT CHARGE.

Employee's Shares shall not contain the legend set forth

above, nor any other restrictive legend, if all of the following

conditions are satisfied: (i) there is an effective Registration

Statement under the Securities Act for the Employee's Shares at the

time; and (ii) the Employee has delivered a certificate to the Company

to the effect that that Employee will comply with all applicable

prospectus delivery requirements under the Securities Act in any sale

or transfer of the Employee's Shares by the Employee. The Company

agrees that it will provide the Employee, upon request, with a

certificate or certificates representing Employee's Shares free from

such legend, at such time as such legend is no longer required

 

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hereunder. Alternatively the company agrees that it will provide the

Employee upon request with a certificate or certificates representing a

portion of Employee's Shares (not to exceed 750,000 shares) free from

such legend, upon receipt of an opinion of counsel satisfactory to the

company that a sale of such shares is deemed not to be a distribution

pursuant to 17 CFR 230.144 ("RULE 144"). The Company may not make any

notation on its records nor give instructions to any transfer agent of

the Company which enlarges the restrictions of transfer set forth in

this Section.

(f) REGISTRATION RIGHTS - In the event of a registration of

Company common stock following the Final Date, Employee shall have the

right to participate in such registration at Company's expense.

Additionally, for a period of five years from the date of this

Agreement, Employee shall have preemptive rights in the event of any

potentially dilutive event (excluding exercise of any conversion rights

accounted for in the Imputed Conversion in Paragraph 4 (d) above), such

that Employee may, within a reasonable time, elect to participate in

such dilutive event under the terms thereof to maintain Employee's then

current percentage interest in the Company.

(g) BONUS: Employee shall be eligible to receive a bonus as

may be payable pursuant to the performance criteria as described below

in Section (h). The Bonus shall be based on 300% of the Employee's

annual salary.

(h) PERFORMANCE CRITERIA: For any quarter of the company's

operation the employee may be eligible for a portion of his bonus if

the company achieves revenue or revenue and profit milestones set forth

by the Board in its periodic meetings. For the first year of this

Agreement, the milestone shall be $ 1.0 million in each quarter and $6

million for the calendar year 2004.

(i) CHANGE OF CONTROL - In the event of a change of control of

the Company during the period covered by this Agreement, all stock

grants listed above shall be granted immediately and all cash and

expense compensation due for the earlier of 1) three years from the

date of change of control, or 2) until the end of the Term of this

Agreement, shall be placed in escrow in an account established by the

company with the designated escrow agent. The designated escrow agent

shall be Mr. David Broadwin Esq. of Foley & Hoag of Boston, MA. A

change of control will be defined as a change in the majority ownership

of the Equity of the Company, or the resignation or termination of the

majority of the directors on the Board within a 2 month period or the

replacement of either the CEO or President of the Company.

(j) STOCK RESTRICTION AND REPURCHASE - Prior to satisfaction

of the following conditions (the "CONDITIONS"): (i) there is an

effective Registration Statement under the Securities Act covering the

Employee's Shares; and (ii) the Employee has delivered a certificate to

the Company to the effect that that Employee will comply with


 
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