ex10-12_june2008.htm


    EXHIBIT 10.12

     

    

      EMPLOYMENT
AGREEMENT

      


      This
Employment Agreement, is executed and effective for all purposes as of June 10,
2008 by and between Synergx Systems Inc., a Delaware corporation having its
principal office at 209 Lafayette Drive, Syosset, New York 11791 (the “Company”) and Paul
Mendez, an individual with a mailing address of P.O. Box 2059, East Hampton, New
York 11937 (the “Executive”).

       

      In
consideration of the terms and conditions hereinafter set forth, the parties
hereto agree as follows:

       

      1 Definitions. For
purposes of this Agreement, the terms set forth below shall have the following
meanings:

       

      1.1 Affiliate. An entity
controlling, controlled by or under common control, or in joint venture with the
Company.

       

      1.2 Confidential
Information. That secret proprietary information of the Company or any
Affiliate of whatever kind or nature disclosed to Executive or known by
Executive (whether or not discovered or developed by Executive) as a consequence
of or through his employment with the Company. Such proprietary information
shall include without limitation, all customers lists, price quotations, costs,
price lists, employee information, supplier information, marketing information
and strategies and all information relating to the Products, processing,
manufacturing, assembly, quality control, know-how, research and development,
sources of supplies and materials, operating and other cost data, distribution
arrangements and Product proposals and marketing, any of which information is
not generally known in the industry or in related industries in which the
Company or any Affiliate engages in business (including industries supplying to
or purchasing from the Company of any Affiliate) in the United States and Canada
and shall specifically include all information contained in manuals,
communications with customers and suppliers, memoranda, formulae, plans,
drawings and designs, specifications, equipment and machinery configurations,
and records of the Company and any Affiliate legend or otherwise identified by
the Company or any Affiliate as Confidential Information.

       

      1.3 Inventions. Those
discoveries, developments, concepts and ideas whether or not patentable, that
relate to the Products and to the present and prospective activities of the
Company or any Affiliate (which activities are known to Executive by reason of
his employment with the Company).

       

      1.4 Products. Finished
and other products being, or being contemplated to be, manufactured, assembled,
processed, distributed or marketed, in whole or in part, by the Company or any
Affiliate.

       

      2 Employment. The
Company shall employ Executive to act as its President and Chief Executive
Officer, effective as of the date hereof (the “Commencement Date”),
and continuing until either party delivers 30 days prior notice of its intention
to terminate this Agreement. Each 12 consecutive month period, beginning on the
Commencement Date, within such term shall be referred to as a “Year.”

       

      3 Duties. Executive
agrees to use his best efforts to serve the Company well and faithfully as
President and Chief Executive Officer or such other positions or titles as
assigned by the Board of Directors as are commensurate with Executive's
experience and capabilities. Executive also agrees to serve without additional
compensation as an officer and director of such subsidiaries of the Company as
the Company may request from time to time and assume such responsibility and
authority for such entities as are comparable with Executive's responsibilities
and authority hereunder and is reasonable under the circumstances. The Company
acknowledges and agrees that Executive may devote a substantial portion of his
efforts to other business interests.  In his capacity as President and
Chief Executive Officer, Executive will have such powers, authorities and
responsibilities (directly or via direct subordinates) consistent with this
Agreement as determined by the Board of Directors of the Company, including but
not limited to the following, which may be modified by the Board of Directors
from time to time.  Executive shall be responsible for and participate
in all activities of the Company’s subsidiaries, including Casey Systems Inc.
and Systems Service Technology Corp. including:

       

      3.1 Supervise
all operating management;

       

      3.2 Together
with the Company's Chief Financial Officer, develop a budget;

       

      3.3 Together
with the Company's Chief Financial Officer, develop and supervise and evaluate
the effectiveness of the design and operation of the Company's SEC mandated
disclosure controls and procedures;

       

      3.4 Review
all salary increases with operating management;

       

      3.5 Direct
and supervise all strategic planning, including identify and negotiate any
potential mergers and/or acquisitions;

       

      3.6 Evaluate,
supervise and negotiate the Company's banking needs and relationships;
and

       

      3.7 Carry out
any directive that may be required by the Board of Directors not inconsistent
with this Agreement or applicable law.

       

      4 Compensation. As
compensation for all services to be rendered by Executive hereunder, the Company
agrees to pay to Executive a salary of $20,000 per Year, subject to adjustment
by the Company’s Board of Directors.  Executive’s salary shall be
payable in the same manner the Company pays compensation to its non-employee
directors.  The Company shall reimburse all of Executive's reasonable
business expenses in accordance with the Company's policies as in effect from
time to time.

       

      5 Termination of
Employment.  The Board of Directors of the Company may
terminate Executive's employment hereunder and remove Executive from his
position with the Company without cause by giving 30-days prior written notice
to Executive.  The Executive may terminate his employment with the
Company hereunder by giving 30-days prior written notice to the Board of
Directors of the Company.

       

      6 Assignment;
Survival.  Neither party shall have the right to assign this
Agreement or any rights or obligations hereunder without the consent of the
other party; provided, however, that this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Company, and their respective successors and assigns, upon
liquidation, dissolution or winding up of the Company, or upon any sale of all
or substantially all of the assets of the Company, or upon any merger or
consolidation of the Company, as though successors and assigns of the Company
and their respective successors and assigns were the Company.

       

      7 Inventions. All
Inventions which are at any time developed by the Company, until the termination
of this Agreement (or, if based on or related to Executive's activities with the
Company or on behalf of any Affiliate or any Confidential Information or
Invention(s) made by the Company within one year after the termination of
Executive's employment) shall be the property of the Company, free of any
reserved or other rights of any kind on Executive's part in respect thereof.
Executive agrees promptly to make full disclosure of any such Inventions to the
Company, and at its cost and expense to execute formal applications for patents
and also to do all other acts and things (including, among others, the execution
and delivery of instruments of further assurance or confirmation) deemed by the
Company to be necessary or desirable at any time or times in order to effect the
full assignment to the Company of his rights and title to such Inventions and
otherwise to carry out the purposes of this section 7.

       

      8 Non-Disclosure.
Except as required by his duties hereunder, Executive agrees that he will never,
during or after his employment with the Company, directly or indirectly, use,
publish, disseminate or otherwise disclose any Confidential Information or
Inventions without the prior written consent of the Company.

       

      9 Return of Proprietary
Materials. Upon termination of his employment with the Company, all
equipment, models, prototypes, designs, plans, drawings, documents, procedural
manuals, specifications, guides and similar materials, records, notebooks and
similar repositories of or containing Confidential Information or Inventions,
including all whether prepared by Executive or others, will be left with or
promptly returned by Executive to the Company.

       

      10 Non-Competition.

       

      10.1 The
Executive’s other business interests, including but not limited to Firecom Inc.
and Multiplex Electrical Services, Inc. (“Related Companies”), and the Company
may from time to time be engaged in actual or potential competition in the area
of selling and/or servicing fire detection, life safety, security, energy
management, intercom, and communication systems (the “Area of
Competition”).  As an officer of the Company, Executive
shall:

       

      (a) endeavor
to avoid obtaining any Related Company’s pricing strategy with regard to
competitive bidding or other contract solicitation for projects in the Area of
Competition;

       

      (b) endeavor
to avoid participating in any Related Company’s competitive bidding process or
other contract solicitation in the Area of Competition;

       

      (c) agree
that any information which comes into his possession, as a result of his
positions with the Company, relating in any way to the Area of Competition will
be kept confidential and will not, without prior written consent of the Audit
Committee of the Board of Directors, be disclosed by Executive to any individual
directly or indirectly for any purpose whatsoever.

       

      In the
event that any conflict or question involving the Executive in reference to
these guidelines, the Executive shall present such conflict to the Audit
Committee of the Board of Directors of the Company who shall issue a ruling to
Executive, as they deem necessary and appropriate, in order to avoid any
potential conflict of interest.

      


      10.2 For a
period of one year from the termination of this Agreement, Executive will not
personally participate in the competitive bidding process or other contract
solicitation in the Area of Competition (directly as an employee, partner,
sub-contractor, consultant or otherwise) from any customer of the Company or on
or with respect to any project, facility or installation to which the Company
provides services on the date of termination of this Agreement.

       

      10.3 For a
period of one year from the termination of this Agreement, Executive agrees not
to recruit or solicit the employment or services of, or induce employees of, the
Company or any of the Company’s Affiliates to terminate their
employment.

       

      11 Survival of
Obligations. The Executive’s obligations under Section 10 shall survive
termination of this Agreement.

       

      12 Waiver.  The
waiver of any provision, default or breach of this Agreement shall not be deemed
to be a permanent waiver of any provision or waiver of any subsequent default or
breach.  Any waiver shall not be construed to be a modification of the
terms of this Agreement.

       

      13 Severability. The
invalidity or unenforceability of any term or provision of this Agreement shall
not affect the validity or enforceability of the remaining terms or provisions
thereof, which shall remain in force and effect, and, should any tribunal having
jurisdiction determine that any such term or provision is unenforceable, by
reason of its overbreadth, whether as to time, geographical scope or otherwise,
then such term or provision shall be deemed to be amended to reduce its scope by
the degree of such overbreadth.

       

      14 Notices. All notices
required or permitted hereunder shall be given or made in writing and shall be
sufficiently given ten (10) days after sending by facsimile of registered mail
as follows, or to such other address as either party shall designate by notice
so given to the other:

       

      
        	
                If
      to Synergx:

              	
                Synergx
      Systems Inc.

              


      

      
        	
                 
      

              	
                209
      Lafayette Drive

              


      

      
        	
                 
      

              	
                Syosset,
      New York 11791

              


      

      
        	
                 
      

              	
                Attention:
      Secretary

              


      

      
        	
                 
      

              	
                Facsimile:
      

              


      

      


      
        	
                If
      to Executive:

              	
                P.O.
      Box 2059

              


      

      
        	
                 
      

              	
                East
      Hampton, New York 11937

              


      

      
        	
                 
      

              	
                Facsimile:

              


      

      


      15 Governing Law. This
Agreement shall be interpreted and construed under the laws of the State of New
York applicable to contracts executed and to be performed wholly within that
state.

       

      IN
WITNESS WHEREOF, the parties have executed this agreement as of the date first
above written.

       

      


       

       

      Synergx
Systems Inc.

       

      By: /s/JOHN POSERINA

      Name:
John Poserina

      Title: Chief Financial Officer,
Treasurer, Secretary,

      Vice President and
Director

      


       

      By: /s/PAUL MENDEZ

      Paul Mendez