OmniReliant
Holdings, Inc.
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement (the
“Agreement”), by and among OmniReliant Holdings, Inc.,
a Nevada corporation (“Company”) and Paul Morrison
(“Employee”), is hereby effective as of July 1,
2009.
A
G R E
E M E N T
S
In consideration of the mutual promises, terms,
covenants and conditions set forth herein and the performance of
each, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1.
EMPLOYMENT AND DUTIES.
(a) Subject
to the terms and conditions of this Agreement, the Company hereby
employs Employee as President/ Chief Executive Officer of the
Company. As such, Employee shall have responsibilities,
duties and authority reasonably accorded to and expected of such
position and will report directly to the Board. Employee
hereby accepts this employment upon the terms and conditions herein
contained and, subject to paragraph 1(b) hereof, agrees to devote
Employee’s full business time, attention and efforts to
promote and further the business of the
Company. Employee shall faithfully adhere to, execute
and fulfill all policies established by the Company.
(b) Employee
shall not, during the term of his employment hereunder, be engaged
in any other business activity pursued for gain, profit or other
pecuniary advantage if such activity interferes with
Employee’s duties and responsibilities
hereunder. The foregoing limitations shall not be
construed as prohibiting Employee from making personal investments
in such form or manner as will neither require Employee’s
services in the operation or affairs of the companies or
enterprises in which such investments are made nor violate the
terms of paragraph 3 hereof.
2.
TERM. The Company employs Employee for a period
commencing the date hereof and ending on the second anniversary of
the date hereof (the “Term”), subject to termination
prior to such date pursuant to Section 6 hereof. Sixty
(60) days prior to the end of the Term (or any renewal term),
either the Company or Employee may give notice to the other of its
determination not to renew this Agreement. If a notice
of non-renewal is not delivered, this Agreement will automatically
continue in effect for a successive two (2) year renewal term
subject to termination prior to such date pursuant to Section 5
hereof. If such notice of non-renewal is given by any
party, then Employee’s employment will terminate at the end
of such term (or on such other date as the parties mutually
agree).
3.
COMPENSATION. For all services rendered by
Employee, the Company shall compensate Employee as
follows:
(a)
BASE SALARY . The base salary payable hereunder
to Employee shall equal $150,000 per year, payable on a regular
basis in accordance with the Company’s standard payroll
procedures but not less than monthly. On at least an
annual basis, the Company’s Board (the “Board”),
together with the Compensation Committee of the Company’s
Board, will review Employee’s performance and may make
increases to such base salary if, in its discretion, any such
increase is warranted above the annual pay raise rate of
10%.
(b)
EXECUTIVE PERQUISITES, BENEFITS, AND OTHER COMPENSATION
. Employee shall be entitled to receive additional
benefits and compensation from the Company in such form and to such
extent as specified below:
(i) Payment of all premiums for coverage
for Employee under health, hospitalization, disability, dental,
life and other insurance plans that the Company may have
in effect from time to time. The benefits
provided to Employee under this clause (i) shall be at least equal
to such benefits provided to executives or employees in similar
positions at the Company. As of the date of this agreement , the
Company has no health or death benefits.
(ii) Reimbursement for all business travel
and other out-of-pocket expenses reasonably incurred by Employee in
the performance of Employee’s services pursuant to this
Agreement. All reimbursable expenses shall be
appropriately documented in reasonable detail by Employee upon
submission of any request for reimbursement, and in a format and
manner consistent with the Company’s expense reporting
policy. All travel must be approved by the Company’s Board or
their designated representative.
(iii) The Company shall provide Employee
with other executive perquisites (including, but not limited to,
participation in the Company’s Long-Term Incentive Plan) as
may be available to or deemed appropriate for Employee by the Board
and participation in all other Company-wide employee benefits as
available from time to time. Employee shall be entitled
to 3 weeks of vacation per year in addition to all Federal and
religious holidays.
(iv) The Company will rent an apartment in
Clearwater, FL., If the Board deems it necessary, at the
Company’s’ expense. A Rental car will be allowed at
Company’s expense.
(vi) Bonus Participation: The Company will
pay an incentive bonus of 1.5% of pretax profits on the sale of all
products marketed by or otherwise related to the Company. This
bonus will be paid the following day after the Company’s
Annual Report on Form 10-K is filed with the SEC.
4.
NON-COMPETITION AND NON-SOLICITATION.
(a) Employee
acknowledges that during the course of Employee’s employment
Employee will receive confidential and proprietary information from
and concerning the Company. Employee also acknowledges
that the Company will make substantial investments in the
development of the Company’s goodwill and in Employee’s
professional development. The capital expended to
develop this goodwill directly benefits Employee and should
continue to do so in the event that the relationship between the
Company and Employee is terminated. Likewise, the
Company has conferred and will confer a direct economic benefit on
Employee. Employee agrees that the Company is entitled
to protect these business interests and investments and to prevent
Employee from using or taking advantage of the foregoing economic
benefits to the Company’s detriment.
(b) Employee
agrees that, except for services and duties performed for or on
behalf of the Company according to this Agreement, Employee will
not, during the period of Employee’s employment with the
Company, and for a period (the “Restricted Period”) of
one (1) year immediately following the termination of
Employee’s employment under this Agreement, for any reason
whatsoever, directly or indirectly, for himself or on behalf of or
in conjunction with any other person, persons, company,
partnership, corporation, association, enterprise, venture or
business of whatever nature:
(i) engage, as an officer, director,
shareholder, owner, partner, joint venturer, lender or in a
managerial capacity, whether as an employee, independent
contractor, agent, consultant or advisor or as a sales
representative, or similar business in direct competition with
those aspects of the business of the Company or any subsidiary of
the Company, with which Employee has had any involvement, within
United States of America, Canada and all other countries in which
customers of the Company have access to the world wide web (the
“Territory”);
(ii) solicit any person who is, at that
time, or who has been within one (1) year prior to that time, an
employee of the Company for the purpose or with the intent of
enticing such employee away from or out of the employ of the
Company;
(iii) solicit any person or entity which
is, at that time, or which has been within one (1) year prior to
that time, a customer, doctor, service provider or supplier of the
Company for the purpose of soliciting or selling products or
services in direct competition with those aspects of the business
of the Company or any subsidiary of the Company with which Employee
has had any involvement, within the Territory; or
(iv) solicit any prospective acquisition
candidate, on Employee’s own behalf or on behalf of any
competitor or potential competitor, which candidate was, to
Employee’s knowledge, either called upon by the C