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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/29/07 Spiralfrog, Inc 10SB12G 16:3.2M MDM Corp Elec Fi… Inc/FA |
Document/Exhibit Description Pages Size 1: 10SB12G Form 10Sb HTML 922K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 70K 3: EX-3.2 Exhibit 3.1 HTML 100K 4: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 40K 5: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 60K 6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 209K 7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 72K 8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 142K 9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 193K 10: EX-10.1 Material Contract HTML 74K 11: EX-10.2 Material Contract HTML 35K 12: EX-10.3 Material Contract HTML 119K 13: EX-10.4 Material Contract HTML 24K 14: EX-10.6 Material Contract HTML 149K 15: EX-10.7 Material Contract HTML 31K 16: EX-14.1 Code of Ethics HTML 120K
| Exhibit 10.2 |
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1.
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The
Company hereby employs you on a full-time basis as Chief Technology
Officer. Your performance of services hereunder shall be subject
to the
direction and control of the Board of Directors of the Company, or
Chief
Executive Officer of the Company, or their respective designees.
You agree
to accept and perform without further consideration the duties of
such
offices, directorships and titles to which you are elected or named
by the
Company.
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2.
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Compensation:
In consideration of and in full payment for the due and faithful
performance of the services rendered by you hereunder, the Company
shall
pay you and you agree to accept a salary at the rate of $125,000
per
annum, commencing after the receipt of funds from our intuitional
round of
financing, or equivalent. On the second year after your salary payments
commence, it will increase to $175,000. There shall be at least an
annual
review of your Compensation in each subsequent year, no later than
the
anniversary dates of the commencement of the term hereof based on
your
performance, but the Company shall not be obligated to change your
compensation. Payments to you of salary hereunder shall be made
periodically on the date established by the Company for payment of
other
executive employees, but no less frequently than once a quarter,
at the
end of the calendar quarter. All payments under this agreement shall
be
subject to all deductions and withholdings required by law and shall
be
subject to the condition of your full compliance with all of the
terms
hereof. You will be entitled to reimbursement for reasonable expenses
incurred by you in connection with your employment upon the presentation
of proper vouchers therefore in accordance with the usual procedures
of
the Company.
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You
will also be granted 240,000 common shares of stock. This is in addition
to the 400,000 shares you have been granted previously. In the event
you
resign from the company prior September 1, 2007, you agree to sell
the
shares back to the company at the original valuation price as
follows:
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3.
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Benefits:
You will be entitled to participate in and receive benefits under
and in
accordance with the provisions of the Company's employee benefit
plans or
programs now or hereafter in effect that are applicable to
you.
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4.
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Termination:
During the term of this agreement, the Company may terminate your
employment hereunder for just cause, including but not limited to,
dereliction of duty or inability, refusal or failure to perform your
services required hereunder. If such inability, refusal or failure
to
perform services is by reason of illness or disability, to the extent
that
you are unable to perform your duties hereunder for a period of six
months
or longer, the Company may forthwith, or at any time thereafter while
such
inability continues, terminate your employment hereunder by giving
you
notice, before or after the expiration of such six-month
period.
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5.
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Inventions:
(a) For purposes of this Agreement, "Invention" shall mean (i) any
and all
machines, apparatuses, compositions of matter, methods, know-how,
processes, designs, configurations, uses thereof, or writings of
any kind,
including without limitation computer software and supporting
documentation, discovered, conceived, developed, made or produced,
or any
improvements to them, and shall not be limited to the definition
of an
invention contained in the United States patent laws; (ii) all matters
subject to copyright protection under the United States copyright
laws;
and (iii) all matters subject to trademark protection under trademark
laws
of the United States or those of any state or under, common
law.
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(b)
You understand and agree that all Inventions, or patents, trademarks
or
copyrights relating thereto, which have or may have a material importance
to the business of the Company and which are conceived or made by
you
during your employment by the Company, either alone or with others,
are
the sole and exclusive property of the Company, whether or not they
are
conceived or made during regular working hours, except to the extent
generally known or knowable by persons generally knowledgeable in
the
computer software fields.
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(c)
You hereby assign and agree to assign to the Company all present
or future
right, title and interest in and to all Inventions referred to in
Clause
(b) of this section 5 and agree not to disclose any of such Inventions
to
others without the written consent of the Company, except as required
by
the conditions of your employment
hereunder.
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(d)
You agree that without further consideration you will at any time
and from
time to time during and after your employment by the Company, on
the
request of the Company, (i) execute specific documents of assignment
in
favor of the Company, or its nominee, of any of the Inventions covered
by
this Agreement, (ii) execute all papers and perform all acts the
Company
considers necessary or advisable for the preparation, application,
procurement, maintenance, enforcement, and defense of patent applications
and patents of the United States and foreign countries for such
Inventions, for the perfection or enforcement of any trademarks or
copyrights relating to such Inventions, and for the transfer of any
interest you may have in such Inventions (provided, however, that,
after
the term of this Agreement, unless your employment was terminated
for
cause, you shall be entitled to reasonable compensation for more
than
incidental time and effort required to be expended to fulfill your
responsibilities under this clause (i) and (ii), execute any and
all
papers and documents which the Company considers to be necessary
to vest
sole right, title and interest in the Company or its nominee in and
to the
above Inventions, patent applications, patents, or any trademarks
or
copyright applications therefore relating thereto. You will execute
all
documents (including those referred to above) and do all other acts
which
the Company considers necessary to assist in the preservation of
all the
Company's interests in such
Inventions.
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6.
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Confidentiality
and Non-Compete: (a) For purposes of this Agreement, "proprietary
information" shall mean any information relating to the business
of the
Company that has not previously been publicly released by duly authorized
representatives of the Company and shall include (but shall not be
limited
to) Company information encompassed in all drawings, designs, plans,
proposals, marketing and sales plans, financial information, costs,
pricing information, customer information, and all methods, concepts,
or
ideas used in and which have or may have a material importance to
the
business of the Company, including without limitation, computer software
and supporting documentation relating to the
Project.
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b)
You agree to regard and, to the best of your ability, to preserve
as
confidential all proprietary information pertaining to the Company's
business that has been or may be obtained by you during your employment
with the Company, whether you have such information in your memory
or in
writing or other physical form.
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c)
Upon termination of your employment hereunder, you shall deliver
up to the
Company all Proprietary information, including without limitation,
all
lists of customers, correspondence, accounts, records, and any other
documents or property made or held by you or under your control in
.relation to the business affairs of the Company or its affiliates,
and no
copy of any such proprietary information shall be retained by
you.
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d)
Non-Compete, for the term of this agreement, and for one year afterwards,
you agree not to compete with the
Company.
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7.
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In
the event of a breach or threatened breach by you of any of the provisions
of either paragraphs 5 or 6, the Company shall be entitled to an
injunction restraining you from the commission of such breach, and
any
violation by you of any of the provisions of either such paragraph
will be
grounds for immediate termination of this agreement and your employment
hereunder for cause.
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8.
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The
Company may assign this agreement and all its rights hereunder to
any
entity controlling, controlled by, or under common control with the
Company. You may not at any time assign this agreement nor any right
or
interest hereunder.
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9.
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Any
notice required or permitted to be given hereunder shall be in writing
and
shall be delivered personally to you or to the President of the Company,
or duly mailed. to the other party by prepaid registered or certified
mail, return receipt requested. The address for notices shall be
(a) for
you, the one set forth above; and (b) for the Company: MOHEN INC.,
14
Garden Place, Garden City, NY
11530.
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10.
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If
any provision of this agreement or the application thereof shall
for any
reason be invalid or unenforceable, such provision shall be limited
only
to the extent necessary in the circumstances to make such provision
valid
or enforceable and its partial or total invalidity or unenforceability
shall in any event not affect the remaining provisions of this agreement,
which shall continue in full force and
effect.
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11.
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This
agreement shall be construed according to the laws of the State of
New
York; constitutes the entire understanding between the parties, and
cannot
be changed or terminated orally but only by an instrument in writing
signed by both parties hereto, and cancels and supersedes all prior
oral
or written understandings and agreements between the parties
hereto.
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MOHEN
INC.
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| By: | /s/ [illegible signature] | |
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| Title | ||
| This ‘10SB12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/1/07 | None on these Dates | |||
| Filed as of: | 6/29/07 | |||
| Filed on: | 6/28/07 | |||
| 9/1/06 | ||||
| 12/12/05 | ||||
| 12/11/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/23/07 SEC UPLOAD¶ 9/24/17 1:57K Spiralfrog, Inc. |