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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:
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GRANT STOCK PERCENTAGE FINAL DATE
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<S> <C> <C>
Grant One 2.5% April 1, 2004
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Grant Two 1.0% July 1, 2004
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Grant Three 1.0% October 1, 2004
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Grant Four 2.0% January 3, 2005
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Grant Five 1.0% July 1, 2005
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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
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subject to forfeiture until vested in accordance with this
agreement.
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(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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