EX-10.2 3 global8k32404exc2.txt NEVILLE EMPLOYMENT AGREEMENT GLOBAL DIGITAL SOLUTIONS, INC. EMPLOYMENT AGREEMENT Name of Employee (herein "Employee"): Brent Neville Position: Vice President-Operations Name of Employer (herein "Employer"): Global Digital Solutions, Inc. Commencement Date: January 8, 2004 Initial Termination Date: 3 years from Commencement* Annual Salary: $125,000.00 THIS AGREEMENT is entered into between Global Digital Solutions, Inc., a Delaware corporation ("Employer"), and Employee for the following purposes and upon the following conditions: 1. Employment. Employer hereby employs Employee as provided herein and Employee hereby accepts such employment upon the terms and conditions hereinafter set forth. 2. Term. This Agreement is for a three year term, subject to the termination provisions of Paragraph 3 unless terminated sooner pursuant to the terms of this Agreement, or the Employee delivers written notice of resignation to the Employer. 3. Early Termination. Except as provided in Paragraphs 2 or 3, Employer may not terminate this Agreement without cause. Employer may terminate this Agreement at any time with cause if (i) Employee is convicted of the willful and intentional commission of a crime (excluding traffic violations); (ii) in the reasonable judgment of the President, after notice to the Employee and a reasonable opportunity to cure, the President determines that Employee has materially failed to perform his duties hereunder. In the event of termination for cause, the Employee's pro rated Annual Salary and other benefits shall be paid through the date of termination, and the Employee shall have no further rights to compensation or benefits other than as determined by the terms of any applicable plan or program. If Employer terminates this Agreement prior to the Termination Date without cause, Employee shall be paid the equivalent to three-month's salary at the compensation rate at the time of termination, payable upon the date of early termination. 4. Performance Requirements. The parties have mutually agreed upon the financial and performance goals attached hereto as Exhibit A. The Employee agrees that such goals are a material part of this Agreement and failure to meet or exceed such goals on a yearly basis shall be the basis of a termination for cause, without severance. The Employee and the Board shall mutually agree upon such financial and performance goals each year during the Term of this Agreement and revise and update Exhibit A accordingly. 5. Compensation. (a) For the full term of this Agreement, Employer shall pay Employee an Annual Salary in the amount provided above, payable in installments in the Employer's regular payroll periods. Employer shall review such Annual Salary at least annually one month prior to each anniversary of this Agreement; provided, however, that such Annual Salary shall not be decreased without the consent of Employee. Employee shall be eligible to receive such bonuses and cost of living increases to his Annual Salary as the Board of Directors (the "Board") approves from time to time. (b) As previously agreed, the Employee shall be eligible to participate in a stock option plan to be established by the Employer as determined by the Board. 6. Duties. Employee is engaged in the Position listed above to discharge the normal duties associated with said Position, as specifically directed by the President or officers having authority of Employee under the bylaws ("Senior Officers") or pursuant to the general operating policies adopted by the Board of Employer. Employee will keep the Board and Senior Officers fully informed on a periodic basis as requested by the Board, present detailed financial information and business plans when requested by the Board for approval and adoption and thereafter will conscientiously pursue their accomplishment. 7. Extent of Service. Employee will devote all of his time, attention, and energies to the business of Employer, subject to the other commitments set for in this paragraph. Employee will average no less than forty hours per week while performing his duties. 8. Working Facilities. Employee shall maintain his office at any of the facilities located in California. Employer shall provide Employee with office space, computer equipment, and any other equipment or facilities necessary to perform the duties under this Agreement. 9. Business Expenses. Employee is authorized to incur reasonable expenses for promoting the business of Employer, including expenses for entertainment, travel and similar items. Employer will reimburse Employee for all such expenses upon presentation by Employee of an itemized account of such expenditures. Such expenditures shall be within approved budget items for such expense. In the event of any subsequent disallowance by the United States Internal Revenue Service of such reimbursed expenses as deductions on Employer's income tax returns, such disallowed expense shall be treated as an advance of future sums to be paid by Employer to Employee under this Agreement, except in those instances where such expenses are specifically authorized or directed by Employer prior to Employee's expenditure therefore, which expenses shall not be chargeable to Employee. 10. Medical and Life Insurance. During the Term of this Agreement, Employer shall provide, at Employer's cost, a life insurance policy and group health and disability insurance plans for the coverage of the medical expenses of Employee and his immediate family dependents. Such plans shall provide for payment of medical expense benefits in amounts and under terms as are reasonable and customary for plans of businesses such as Employer. 11. Vacations. Employee shall be entitled during the first year of this Agreement to a vacation of four weeks during which time his compensation shall be paid in full. In addition, Employee shall be entitled to normally established paid holidays and other employee benefit programs, including but not limited to, sick leave. 12. Death or Disability. The Employee's employment by the Employer pursuant hereto is subject to termination during the Term of this Agreement as follows: (a) Death. Employee's employment hereunder shall terminate upon his death. In such event, the Employee's annual salary shall be paid through the date of Employee's death. Eligibility for all other benefits shall be determined by the terms of any applicable plan or program. (b) Disability. The Employer may, by written notice to the Employee, terminate the Employee's employment if, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder for sixty consecutive days or for a total of ninety days in any three hundred sixty five day period (the "Disability Period"). In the event of such termination, the Employee shall receive the same benefits payable in the event of death; provided however that if any time during the Term of this Agreement the Employer should adopt a disability policy, the terms of such policy shall govern. 13. Confidentiality. 13.1 Employee's Duty Regarding Confidential Information. Employee shall regard and preserve as confidential all Confidential Information pertaining to Employer's business. Such Confidential Information shall be deemed confidential whether obtained by Employee by reason of his employment with Employer or before or during the term hereof. Employee shall not, without the prior written consent of Employer, use for his own benefit or purposes, or disclose to others, either during his employment or at any time thereafter, and except as required in connection with his employment with Employer, and Confidential Information connected with the business developments of Employer. Employee represents and warrants that Employee has not, before execution of this Agreement, made any disclosures of the type prohibited by this Paragraph 13. Employee shall promptly disclose to Employer all discoveries, improvements, inventions, and ideas, conceived or made by Employee, either by Employee or with others, during Employee's employment hereunder, and which are related to the actual or anticipated business or activities of Employer. All such discoveries, improvements, inventions, and ideas shall automatically be exclusive property of Employer and shall be treated as Confidential Information unless otherwise permitted under this Paragraph 13. Employee shall execute any and all documents that Employer may reasonably request to evidence that such discoveries, improvements, inventions and ideas are the exclusive property of Employer, including, without limitation, assignments of the same. 13.2 Definition of Confidential Information. As used in this Agreement the term "Confidential Information" shall mean all business information of any nature and in any form which at the time or times concerned is not generally known to those persons engaged in business similar to that conducted or contemplated by Employer, other than by act or acts of an employee not authorized by Employer to disclose such information, and which relates to any one or more of the aspects of the present or past business of Employer or any of its predecessors, including but not limited to patents and patent applications, inventions and improvements, whether patentable or not, development projects, policies, processes, formulas, techniques, know-how and other facts relating to sales, advertising, franchising, promotions, financial matters, customers, customers' lists, customers' purchases or requirements, licenses and any trade secrets. 14. Covenant Not To Compete. Omitted Intentionally. 15. Return of Books and Papers. Upon the termination of Employee's employment with Employer for any reason, Employee shall deliver promptly to Employer all manuals and memoranda; all cost, pricing and other financial data; all customer information; all other written or printed materials which are the property of the Employer's (and any copies of them); and all other materials which may contain confidential information relating to the business of Employer that Employee may then have in his possession, whether prepared by Employer or not. 16. Specific Performance. Employee acknowledges that a breach of any of the covenants contained in Paragraph 13 hereof may result in material, irreparable injury to the Employer for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach, any payments remaining under the terms of this Agreement shall cease and the Employer without posting any bond shall be entitled to seek a temporary restraining order and a preliminary or permanent injunction restraining Employee from engaging in activities prohibited by Paragraph 13 hereof or such other relief as may be required to enforce any of the covenants contained in Paragraph 13. 17. Notices. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or mailed by United States overnight express mail, or nationally recognized private delivery service on an overnight basis, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Brent Neville If to the Employer: Global Digital Solutions, Inc. 777 South Flagler Drive Suite 800, West Tower West Palm Beach, FL 33401 Attention: President with copies to: Merra, Kanakis, Creme & Mellor, P.C. 60 Main St. Nashua, NH 03060 Attention: Paul D. Creme, Esquire Telephone: 603-886-5055 Fax: 603-883-0750 Notices may also be sent to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 18. Waiver of Breach. The waiver by Employer of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee. 19. Inurement. The rights and obligations of Employer under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Employer. 20. Representations and Warranties. The Employee hereby represents and warrants that he is free to enter this Agreement and to render his services pursuant hereto and that neither the execution nor delivery of this Agreement, nor the performance of his duties hereunder, violates the provisions of any other agreement to which he is a party or by which he is bound. It is further provided that Employee shall indemnify Employer for any and all damages and/or expenses (including attorney's fees) that may result from a breach of such representations. 21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and in pleading or proving any provision of this Agreement, it shall not be necessary to produce more than one of such counterparts. 22. Survival. Paragraphs 3, 4, 5, 13,16 and 22 shall survive the termination of this Agreement. 23. Entire Agreement. This instrument contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 24. Paragraph Headings. Paragraph headings have been chosen and used for convenience in referring to the various actions and paragraphs of the Agreement and are not to be accorded by meaning or significance beyond such use in any interpretation of any provision of this Agreement. 25. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the law (other than the law governing conflict of law questions) of the state of California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of January 2004. ----- GLOBAL DIGITAL SOLUTIONS, INC. By: ----------------------------- Jerome C. Artigliere President ----------------------------- Brent Neville 15,809 Employment Agreement- Neville final