EXECUTIVE EMPLOYMENT
AGREEMENT
This EXECUTIVE
EMPLOYMENT AGREEMENT (the “ Agreement ”) dated
December 3, 2008 by and between Abazias.com, Inc., a Nevada
corporation (the “ Company ”), and Oscar
Rodriguez, an individual (the “ Executive
”).
The Company, a
wholly owned subsidiary of OmniReliant Holdings, Inc.
(“OmniReliant”), desires to employ the Executive, and
the Executive wishes to accept such employment with the Company,
upon the terms and conditions set forth in this
Agreement.
NOW THEREFORE,
in consideration of the foregoing facts and mutual agreements set
forth below, the parties, intending to be legally bound, agree as
follows:
1.
Employment . The Company hereby agrees to employ
Executive, and Executive hereby accepts such employment and agrees
to perform Executive’s duties and responsibilities in
accordance with the terms and conditions hereinafter set
forth.
1.1
Duties and Responsibilities . Executive shall serve as
President and Chief Executive Officer of the
Company. During the Employment Term (as defined below),
Executive shall perform all duties and accept all responsibilities
incident to such positions and other appropriate duties as may be
assigned to Executive by the Company’s Board of Directors
from time to time. The Company shall retain full
direction and control of the manner, means and methods by which
Executive performs the services for which she is employed hereunder
and of the place or places at which such services shall be
rendered; provided, however, that the Company recognizes that
Employee has significant background and experience in day-to-day
operations of the business of the Company and, absent a compelling
reason, will not interfere with Employee’s decisions
concerning these matters.
1.2
Employment Term . The term of this Agreement
shall commence as of [_________] (the “ Effective Date
”) and shall continue for twenty-four (24) months, unless
earlier terminated in accordance with Section 4
hereof. The term of Executive’s employment shall
be automatically renewed for successive one (1) year periods until
the Executive or the Company delivers to the other party a written
notice of their intent not to renew the Employment Term, such
written notice to be delivered at least thirty (30) days prior to
the expiration of the then-effective Employment
Term. Upon termination by the Company, Executive is
entitled to termination payments pursuant to Section 4
hereof. The period commencing as of the Effective Date
and ending twenty-four (24) months thereafter or such later date to
which the term of Executive’s employment under the Agreement
shall have been extended by mutual written Agreement is referred to
herein as the “ Employment Term .”
1.3
Extent of Service . During the Employment Term,
Executive agrees to use Executive’s best efforts to carry out
the duties and responsibilities under Section 1.1 hereof and shall
devote such time Executive deems is reasonably necessary to perform
his duties hereunder. To that end, the Company
acknowledges and agrees that Executive may dedicate some of his
business time to other ventures that do not compete directly with
the business of the Company and that doing so shall not be a
violation of Executive’s obligations under this
Agreement.
1.4
Base Salary . The Company shall pay Executive a
base salary (the “ Base Salary ”) at the annual
rate of One Hundred Thousand Dollars per year ($100,000.00),
payable at such times as the Company customarily pays its other
senior level executives (but in any event no less often than
monthly).
1.5
Bonus . It is hereby acknowledged, Executive shall be
eligible for an annual bonus based on performance of the Company.
The Board of Directors of the Company will use its discretion to
determine Bonus amount based on sales, gross margin, EBITDA,
operating profits amongst other non-financial
consideration.
1.6
Incentive Compensation . In the event the Company
sells for in excess of Fifteen Million Dollars ($15,000,000) in
cash within two (2) years of the Closing Date, as that term is
defined in the Securities Purchase Agreement by and between the
OmniReliant, Abazias, Inc. and Abazias.com, Inc., the Executive
shall receive additional compensation. The additional compensation
will be fifty percent (50%) of every dollar over Fifteen Million
dollars ($15,000,000) in cash and up to Seventeen Million dollars
($17,000,000) and Seven and One half percent (7.5%) of the cash in
excess of $17,000,000 (the “Incentive
Compensation”).
1.7
Other Benefits . During the Employment Term,
Executive shall be entitled to participate in all employee benefit
plans and programs made available to OmniReliant’s senior
level executives as a group or to its employees generally, as such
plans or programs may be in effect from time to time, including,
without limitation, medical, dental, short-term and long-term
disability and life insurance plans, accidental death and
dismemberment protection and travel accident
insurance. Executive shall be provided office space and
staff assistance appropriate for Executive’s position and
adequate for the performance of his duties.
1.8
Miscellaneous . Executive shall be provided with
reimbursement of expenses related to Executive’s employment
by the Company. Executive shall be entitled to vacation
and holidays in accordance with the Company’s normal
personnel policies for senior level executives.
1.9
Sign On Bonus . At Effective Date,
Executive shall be paid Three Hundred and Eleven Thousand Three
Hundred Dollars ($311,300.00) as a sign on bonus.
2.
Confidential Information . Executive recognizes
and acknowledges that by reason of Executive’s employment by
and service to the Company before, during and, if applicable, after
the Employment Term, Executive will have access to certain
confidential and proprietary information relating to the
Company’s business, which may include, but is not limited to,
trade secrets, trade “know-how,” product development
techniques and plans, customer lists and addresses, cost and
pricing information, strategy and programs, computer programs and
software and financial information (collectively referred to as
“Confidential Information”). Executive
acknowledges that such Confidential Information is a valuable and
unique asset of the Company. Executive covenants that he
will not, unless expressly authorized in writing by the Board of
Directors, at any time during the course of Executive’s
employment use any Confidential Information or divulge or disclose
any Confidential Information to any person, firm or corporation
except in connection with the performance of Executive’s
duties for the Company and in a manner consistent with the
Company’s policies regarding Confidential
Information.
Executive also
covenants that at any time after the termination of such
employment, directly or indirectly, he will not use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation, unless such
information is in the public domain through no fault of Executive
or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business
of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order
Executive to divulge, disclose or make accessible such
information.
All written
Confidential Information (including, without limitation, in any
computer or other electronic format) which comes into
Executive’s possession during the course of Executive’s
employment shall remain the property of the
Company. Upon termination of Executive’s
employment, the Executive agrees to return immediately to the
Company all written Confidential Information (including, without
limitation, in any computer or other electronic format) in
Executive’s possession.
3.
Non-Competition; Non-Solicitation .
3.1
Non-Compete . The Executive hereby covenants and
agrees that during the term of this Agreem