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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:

 

 

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(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.

 

 (v)   Reserved.

 

(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.

 

 

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(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


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