EMPLOYMENTAGREEMENT -----------------------------------------

-----------------------------------------

THIS AGREEMENT entered into and effective October 01, 2008, in Broward County, Florida, by and between Virtual Payment Solutions, Inc., (VPS) a Florida corporation with corporate offices at 1180 SW 36th Ave, Suite 204, Pompano Beach, FL 33069. (hereinafter referred to as "Employer") and, David Rappa an individual, residing at, 3005 Lake Shore Dr., Deerfield Beach, Fl 33442 (hereinafter referred to as "Employee"); (hereinafter sometimes collectively referred to as “Parties” or singularly as “party”).

WHEREAS, VPS is a financial services company specializing in payment processing.

WHEREAS, incident to the performance of Employee's duties for Employer, Employee will occupy a position of trust and confidence and will be given access to proprietary and confidential and privileged information regarding the business, operations, assets and trade secrets of Employer, including but not limited to, access to vendor identity, pricing, sales techniques, customer identification, contact with customers and potential customers and the like;

WHEREAS, Employee understands and acknowledges that Employer has expended and will continue to expend substantial amounts of time and money to develop Employer’s unique manner of offering these products and services, as well as advertising, distribution and other relationships in furtherance of its unique marketing approach, which techniques and information Employee agrees constitute trade secrets, the sole property of Employer;

WHEREAS, Employee seeks the opportunity to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, and conditions set forth in this agreement;

WHEREAS, Employee acknowledges that the business which employer is engaged is and/or may be subject to extensive governmental or other rules or regulations; and

 

 

----------------------------------------

 

1.              Employer does hire and employ Employee as the President of Employer and Employee does accept and agree to such hiring and employment. Subject to the supervision and pursuant to the orders, advice, and directions of Employer, Employee shall act subject to the direction and control of the Board of Directors, and shall perform such other duties as are customarily performed by one holding such position in other similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other and unrelated services and duties as may be assigned to Employee from time to time by Employer.

2.              Employee agrees to follow the terms, rules and regulations established for publicly traded companies or other federal, state and governmental authorities establishing the same or similar guidelines unless otherwise notified.

 

 

3.              Employee agrees to perform, at all times faithfully, industriously, and to the best of his ability, experience, and talent, all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the satisfaction of Employer. Such duties shall be rendered at Corporate Offices of the Company and at such other place or places as Employer shall in good faith require or as the interests, needs, business, and opportunities of Employer shall require or make advisable.

 

 

 

 

C.

Reimbursement for all pre-approved expenses for entertainment, travel, and marketing cell phone and health insurance until a company plan is provided.

 

D.

Employee will be entitled to a monthly car allowance of $300.

E.

Commission Schedule:

H50, P25, Quick book plug in, billing software etc.

 

Gateway generated revenue defined as but not limited to:

All billable transaction types

 

$100,000k to 3mm 2.5%

3mm-5mm   3%

5mm over 3.5%

 

 

 

8.             Employee shall be entitled to two (2) weeks paid vacation during each twelve-month period of the term hereof, to be taken at such times as Employer and Employee shall mutually determine and provided that no vacation time shall materially interfere with the duties which Employee is required to render hereunder. Vacation time “may” be carried over from one twelve month period to a succeeding twelve-month period.

10.            Employee shall be entitled to 3 months severance pay if Employee is terminated without cause.

 

 

 

 

14.           For the purposes of this Agreement, Employee shall be deemed to have become permanently disabled if, during any year of the term of this Agreement, because of ill health, physical or mental disability, or for other causes beyond his control, he shall have been continuously unable or unwilling or have failed to perform his duties under this contract for 30 consecutive days, or if, during any year of the term of this Agreement, he shall have been unable or unwilling or have failed to perform his duties for a total period of 15 days, either consecutive or not.

15.            Death: In the event of Employee's death during the term hereof, this Agreement and all of Employee's rights hereunder shall be deemed terminated except that Employer shall pay to Employee's estate any unpaid base salary and car allowance through the date of Employee's death along with two months severance pay, an amount equal to compensation for unused vacation days that have accumulated during the twelve month period in which the termination occurs, and the right to exercise stock options on behalf of the deceased as pertains to Section 7 herein.

16.            Notwithstanding anything in this Agreement to the contrary, in the event that Employer shall discontinue operating its business then this Agreement will terminate as of the last day of the month in which Employer ceases operations with the same force and effect as if that day were originally set forth as the termination date of this Agreement and neither party shall have any further liability hereunder

A.

an action or omission of the Employee which constitutes awillful and material breach of this Agreement, which is not cured within ten (10) days after receipt by the Employee of written notice of same or, if such breach is not capable of cure within such ten (10) day period, if the Employee has not commenced diligently to cure such breach in the shortest time possible;

B.

fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services hereunder;

 

C.

conviction of any crime, which involves dishonesty or a breach of trust;

 

D.

negligence in connection with the performance of theEmployee's duties hereunder; or

 

 

 

18.            In the event Employee resigns from his employment during the term hereof, Employer shall have no further liability hereunder.

 

 

19.            Employee shall devote all his time, attention, knowledge, and skill solely and exclusively to the business and interest of Employer, and Employer shall be entitled to all of the benefits, emoluments, profits, or other issues arising from or incident to any and all work, services, and advice of Employee, and Employee expressly agrees that during the term of this Agreement he will not be interested, directly or indirectly, in any form, fashion, or manner, as partner, officer, director, stockholder, advisor, employee, or in any other form or capacity, in any other business similar to Employer’s business or any allied trade.

 

 

20.           At all times while Employee is employed by Employer, and for a two year period after the termination of Employee's employment with Employer for any reason, the Employee shall not, directly or indirectly, engage in or have any interest in any sole proprietorship, partnership, corporation or business or any other person or entity (whether as an employee, officer, director, partner, agent, security holder, creditor, consultant or otherwise) that directly or indirectly (or through any affiliated entity) engages in competition with Employer (or any entity which controls, is under common control with or is controlled by Employer).

21.           Employee shall not at any time divulge, communicate, use to the detriment of Employer or for the benefit of any other person or persons, or misuse in any way, any confidential information (as hereinafter defined) pertaining to the business of Employer.

22.           Any confidential information or data now or hereafter acquired by Employee with respect to the business of Employer (which shall include, but not be limited to, information concerning Employer financial condition, prospects, technology, customers, suppliers, sources of leads and methods of doing business) shall be deemed a valuable, special and unique asset of Employee that is received by employee in confidence and as a fiduciary, and Employee shall remain a fiduciary to Employer with respect to all of such information.

23.            For purposes of this Agreement, "confidential information" means information disclosed to Employee or known by Employee as a consequence of or through his employment by Employer (including information conceived, originated, discovered or developed by Employer) prior to or after the date hereof, and not generally known, about Employer or its business. Notwithstanding the foregoing, nothing herein shall be deemed to restrict Employee from disclosing confidential information to the extent required by law.

 

 

24.           All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Employee during the course of performing work for Employer or its clients (collectively, the "work product") shall belong exclusively to Employer and shall, to the extent possible, be considered a work made by Employee for hire for Employer with the meaning of Title 17 of the United States Code. To the extent the work product may not be considered work made by Employee for hire for Employer, Employee agrees to assign, and automatically assign at the time of creation of the work product, without any requirement of further consideration, any right, title, or interest that Employee may have in such work product. Upon the request of Employer, Employee shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

25.           All books, records, and accounts relating in any manner to the customers or clients of Employer, whether prepared by Employee or otherwise coming into Employee's possession, shall be the exclusive property of Employer and shall be returned immediately to Employer on termination of Employee's employment hereunder or on Employer’s request at any time.

26.           Solely for purposes of this Section, the term "Employer" also shall include any existing or future subsidiaries of Employer that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with Employer during the periods described herein.

27.           Employee acknowledges and confirms that (a) the restrictive covenants contained in this Section are reasonably necessary to protect the legitimate business interests of Employer, and (b) the restrictions contained in this Section (including without limitation the length of the term of the provisions of this Section) are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind. Employee acknowledges and confirms that his special knowledge of the business of Employee is such as would cause Employer serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Employer in violation of the terms of this Employee further acknowledges that the restrictions contained in this Section are intended to be, and shall be, for the benefit of and shall be enforceable by, Employers successors and assigns.

28.            In the event that a court of competent jurisdiction shall determine that any provision of this Section is invalid or more restrictive as permitted under the governing law of such jurisdiction, then only as to enforcement of this Section within the jurisdiction of such court, such provision shall be interpreted and enforced as if it provided for the maximum restriction permitted under such governing law.

 

 

 

29.            If Employee shall be in violation of any provision of this Section, then each time limitation set forth in this Section shall be extended for a period of time equal to the period of time during which such violation or violations occur. If Employer seeks injunctive relief from such violation in any court, then the covenants set forth in this Section shall be extended for a period of time equal to the pendency of such proceeding including all appeals by Employee.

30.           It is recognized and hereby acknowledged by the parties hereto that a breach by Employee of any of the covenants contained in Section of this Agreement will cause irreparable harm and damage to Employer, the monetary amount of which may be virtually impossible to ascertain. As a result, Employee recognizes and hereby acknowledges that Employer shall be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of any or all of the covenants contained in Section of this Agreement by Employee or any of his affiliates, associates, partners or agents, either directly or indirectly, and that such right to injunction shall be cumulative and in addition to whatever other remedies Employer may possess.

 

 

31.            Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Broward County, Fl in accordance with the Rules of the American Arbitration Association then in effect (except to the extent that the procedures outlined below differ from such rules). Within thirty (30) days after written notice by either party has been given that a dispute exists and that arbitration is required, each party must select an arbitrator and those two arbitrators shall promptly, but in no event later than thirty (30) days after their selection, select a third arbitrator. The parties agree to act as expeditiously as possible to select arbitrators and conclude the dispute. The selected arbitrators must render their decision in writing. The cost and expenses of the arbitration and of enforcement of any award in any court shall be borne by the losing party. If advances are required, each party will advance one-half of the estimated fees and expenses of the arbitrators. Judgment may be entered on the arbitrators= award in any court having jurisdiction. Although arbitration is contemplated to resolve disputes hereunder, either party may proceed to court to obtain an injunction to protect its rights hereunder, the parties agreeing that either could suffer irreparable harm by reason of any breach of this Agreement. Pursuit of an injunction shall not impair arbitration of all remaining issues.

 

32.            Employee shall not have the right to assign or delegate his rights or obligations hereunder, or any portion thereof, to any other person.

 

 

 

 

33.            This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles to the extent that such principles would require the application of laws other than the laws of the State of Florida. Venue for any action brought hereunder shall be in Broward County, Florida and the parties hereto waive any claim that such forum is inconvenient.

 

 

34.            This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and arrangements, both oral and written, between Employee and Employer (or any of its affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a written instrument signed by both parties.

 

 

35.            All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon the earlier of receipt by the addressee, as evidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall be sent  (i) if to Employer, addressed to 100 NE Third Avenue, Suite 1500, Ft. Lauderdale, FL 33301 and (ii) if to Employee, to his address as reflected on the payroll records of the Employer, or to such other address as either party hereto may from time to time give notice of to the other.

 

 

 

37.            The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on there being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid work or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area, which would cure such invalidity.

 

---------------

 

 

---------------

 

39.            Nothing contained herein shall be construed to prevent Employer or Employee from seeking and recovering from the other damages sustained by either or both of them as a result of its or his breach of any term or provision of this Agreement. In the event that either party hereto files for arbitration or brings suit for the collection of any damages resulting from, or to enjoin any action constituting, a breach of any of the terms or provisions of this Agreement, then the party found to be at fault shall pay all reasonable court or arbitration costs and attorneys= fees of the other including legal fees and costs incurred prior to the filing of any action or arbitration.

-------------------------------------------------------------

 

-----------------------------------------------

 

Virtual Payment Solutions, Inc.

 

 

 

 

 

EMPLOYER:___   EMPLOYEE:___

PAGE 10 OF 10

 

---