EMPLOYMENTAGREEMENT

 

 

This employment agreement (this “Agreement”) is made and entered into by Tactical Air Defense Services, Inc., a Nevada corporation whose registered place of business is123 W. Nye Lane, Suite 517, Carson City, Nevada 89706 (hereinafter, together with is affiliates, subsidiaries, and successors, the "Company"), and Rene Ferrer, Jr., whose main place of business is located at 6751 NW 115 Place Doral, Florida 33178 (hereinafter referred to as “Employee”).  This Agreement is in connection with the employment of Employee by the Company subject to the terms and conditions of this Agreement.

 

In consideration of the mutual covenants set forth below, the Company agrees to employ Employee, and Employee agrees to be employed by the Company, commencing July 9, 2010 (hereinafter, the “Effective Date”), and as set forth in this Agreement.

 

 

 

Employee shall be employed in the capacity of Director of Business Development for Latin America, and in such other capacities as may be mutually agreed upon from time to time by the Company and Employee.

 

 

Employee shall perform such duties as are customarily performed by other persons in similar such positions.

 

 

Employee shall devote his/her attention, knowledge, and skills to the Company's business interests, and shall do so in good faith and with best efforts.  Notwithstanding the above, the Company acknowledges and agrees that Employee may become employed by additional companies (the “Additional Companies”) in any capacity whatsoever, so long as Employee’s devotion of such attention, knowledge, and skills do not substantially interfere with Employee’s duty of loyalty and best efforts to the Company.  Employee agrees to refrain from any interest or participation, of any kind whatsoever, in any business directly competitive to the Company’s business, for a term of one (1) year from the termination or expiration of this Agreement.

 

 

The Company agrees that Employee, in his/her sole discretion, shall in good faith determine his/her place of employment.  Notwithstanding the foregoing, Employee acknowledges that his/her presence shall be required from time-to-time at the registered place of business of the Company, or at such other location as may be determined by the Company, at the expense of the Company.

 

2.	COMPENSATION TERMS

 

 

Employee shall receive a base salary (the “Base Salary”) of forty-eight thousand dollars ($48,000) per year, payable bi-weekly on the 15th and 30th of each month, in arrears.  Notwithstanding the above, at its sole discretion, the Company may pay the Base Salary, immediately following each calendar quarter period (the “Period”), in restricted shares of its common stock (the “Common Stock”) where the conversion price of accrued Base Salary is equal to the lesser of (i) a fifty (50%) percent discount to the average closing price of the Common Stock during the prior Period, or (ii) equal to the lowest price of any Common Stock sold or issued by the Company during the prior Period.

 

 

Employee shall be given an initial grant of 50,000,000 fully-vested restricted shares of Common Stock of the Company, as an additional inducement to enter into this Agreement.

 

 

Employee understands that at all times he/she is employed as an independent contractor and, therefore, he/she is not entitled to overtime wages or other benefits.  Employee shall not receive overtime compensation for the services performed under this Agreement, unless specifically agreed to in writing.

 

 

Employee shall be entitled to reimbursement of any pre-approved expenses incurred in the performance of the functions and duties under this Agreement.  In order to receive reimbursement, Employee must timely provide the Company with an itemized account of all expenditures, along with suitable receipts therefore.

 

3.	TERM OF EMPLOYMENT

 

Employee’s employment with the Company is for a term of one (1) year from the Effective Date.

 

4.

COVENANTS

 

A.	Non-Disclosure of Trade Secrets and Other Proprietary Information

 

Employee agrees not to use, disclose, or communicate, in any manner, proprietary information about the Company, its operations, clientele, or any other proprietary information, that relate to the business of the Company.  This includes, but is not limited to, the names of the Company’s customers, clients, vendors, employees, or independent contractors, or any other information of any kind which would be deemed confidential or proprietary information of the Company.

 

 

Employee agrees that for a period of two (2) years following termination of employment, for any reason whatsoever, Employee will not solicit, including but not limited to, the following: customers or clients, prospective or otherwise, or vendors, employees, or independent contractors, of the Company.

 

5.	INDEMNIFICATION FOR THIRD PARTY CLAIMS

 

The Company agrees to indemnify and hold harmless Employee to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses, and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing, or defending any such action, suit, proceeding, or investigation (whether or not in connection with litigation in which Employee is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with, Employee’s acting for the Company, including, without limitation, any act or omission by Employee in connection with his/her acceptance of or the performance or nonperformance of his/her duties and obligations under this Agreement, provided, however, such indemnification shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense, or disbursement to the extent it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from the gross negligence or willful misconduct of Employee.

 

If any action, suit, proceeding, or investigation is commenced, as to which Employee proposes to demand indemnification, he/she shall notify the Company with reasonable promptness.  Employee shall have the right to retain counsel of his/her own choice to represent him/her, which counsel shall be reasonably acceptable to the Company, and the Company shall pay the fees, expenses, and disbursements of such counsel, and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the Company and any counsel designated by the Company.  The Company shall be liable for any settlement of any claim against Employee.  The Company shall not, without the prior written consent of Employee, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise, or consent includes, as an unconditional term thereof, the giving by the claimant to Employee of an unconditional and irrevocable release from all liability in respect of such claim.

 

Neither termination nor completion of the employment of Employee shall affect these Indemnification Provisions which shall then remain operative and in full force and effect.

 

6.	ATTORNEYS’ FEES AND COSTS

 

Employee and the Company agree that should any action be instituted by either party against the other regarding the enforcement of the terms of this Agreement, the prevailing party will be entitled to all of its expenses related to such litigation including, but not limited to, reasonable attorneys' fees and costs, both before and after judgment.

 

7.	COUNTERPARTS

 

For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto.  Each such counterpart, transmitted either digitally by email or facsimile, or as an original executed instrument, shall be, and shall be deemed to be, an original instrument, but all such counterparts taken together shall constitute one and the same Agreement.

 

8.	MISCELLANEOUS PROVISIONS

 

 

The parties agree that any notices that are required to be given under this Agreement shall be given in writing, sent by certified mail, return receipt requested, to the principal place of business of the Company or residence of Employee as set forth herein.

 

 

This Agreement embodies the entire agreement and understanding of the parties hereto and supersedes any and all prior agreements, arrangements, and understanding relating to the matters provided for herein.  Any modifications to this Agreement may only be done in writing and must be signed by an officer of the Company and Employee.

 

 

To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

 

 

The waiver by the Company of a breach of any provision of this Agreement by Employee shall not operate as a waiver of any subsequent breach by the Employee.  No waiver shall be valid unless placed in writing and signed by an officer of the Company.

 

 

Employee agrees that this Agreement shall be interpreted and construed in accordance with the laws of the State of Florida, and that any claims brought against the Company related to the terms or conditions of employment shall be brought within a court of competent jurisdiction within the county of Miami-Dade, Florida.  Employee also consents to jurisdiction of any claims by the Company related to the terms or conditions of employment by a court of competent jurisdiction within the county of Miami-Dade, Florida.

 

Agreed to as of the date first written above, by and between:

 

_________________________________

Rene Ferrer, Jr. (“Employee”)

 

 

 

 

_______________________________________                                                                

Tactical Air Defense Services, Inc. (“Company”)

Alexis C. Korybut, President and CEO