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Title: |
Employment Agreement |
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Date: |
2005 |
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Preview shows 5KB of 21KB total |
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$43 |
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ID: |
#1276274 |
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<SEQUENCE>9
<FILENAME>v030326_ex10-8.txt
<TEXT>
DETTO TECHNOLOGIES, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of November
18, 2005 (the "Effective Date") by and between Detto Technologies, Inc., a
Delaware corporation ("Company") and Stephen Elderkin (the "Executive"), based
on the following facts:
A. Executive was a founder and employee of WhiteCanyon, a Utah corporation
("TARGET").
B. The Company, the Executive and TARGET have entered into a Purchase Agreement
("Purchase Agreement") to which the form of this Employment Agreement is
attached as Exhibit C
C. Company desires to employ Executive as an employee.
Based on the foregoing facts and circumstances and for good and valuable
consideration, Company and Executive agree as follows:
1. Employment.
1.1 Company hereby employs Executive at its location in Orem, Utah, on a
full time basis to perform duties as Vice President and General Manager and
Executive shall perform services as reasonably assigned by the President or the
Board of Directors of Company consistent therewith.
1.2 Executive shall perform his duties on a full time basis and shall
render his services to the Company in a faithful, diligent and competent manner.
1.3 Unless sooner terminated pursuant to the provisions of this Agreement,
Company shall employ Executive commencing on the Closing Date (as defined in the
Purchase Agreement) which term shall continue until the one year anniversary of
the Closing Date (the "Initial Term"); provided however this Agreement shall be
automatically renewed on the second anniversary of the Closing Date unless
either party gives notice otherwise at lease 90 days prior to such anniversary
of the Closing Date. This Agreement may be sooner terminated as provided herein.
1.4 The term of employment shall be terminated by the death or disability
of Executive. Disability shall mean the inability of Executive to provide the
services specified in this Section 1 for a period of four (4) consecutive
months. In the event of termination pursuant to this Section 1.4, Company shall
pay to Executive (or his estate): (a) any accrued Base Salary as of the
termination date to the extent not theretofore paid; (b) any accrued vacation
pay as of the termination date to the extent not theretofore paid; and (c) any
unreimbursed business expenses of Executive.
1.5 In the event that the employment of Executive is terminated by the
Company without Cause, the Company shall pay to Executive: (a) any accrued Base
Salary as of the termination date to the extent not theretofore paid; (b) any
accrued vacation pay as of the termination date to the extent not theretofore
paid; (c) any unreimbursed business expenses of Executive; and (d) if such
termination occurs during the Initial Term, his salary from such termination
date until the end of the Initial Term (e) if such termination occurs during the
Term, his Earnout that was earned as of the termination date (the (d ) and (e)
collectively "Severance Compensation"). The Severance Compensation is the only
amount which Executive shall receive in the event Executive's employment is
terminated without Cause.
1
<PAGE>
1.6 As used in this Agreement, the term "Cause" shall mean and refer to a
belief by Company, founded upon fair and honest reasons, that good cause exists
for Executive's termination including, but not limited to, a good faith belief
that any of the following events have taken place:
(a) the breach of this Agreement, after written notice specifying
the breach and the failure of Executive to cure such breach within 30 days of
the receipt of such written notice;
(b) the commission of any unlawful job related act or wrongful act
involving moral turpitude by Executive;
(c) the refusal or failure of Executive to perform his duties as an
employee of the Company consistent with this Agreement, so long as the Company
shall have first given Executive a written notice specifying the refusal or
failure, and Executive shall have failed to cure such refusal or failure within
30 days of the receipt of such written notice;
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