exh10-44_empagmt.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT
      10.44

     

    EMPLOYMENT
      AGREEMENT WITH W. EARL SOMERVILLE

    DATED
      OCTOBER 12, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this “Agreement”) is entered into as of
      October 12, 2007 (the “Effective Date”), by and between
      Worldwide Strategies Incorporated, a Nevada corporation (“WWSI”
or “Company”), and W. Earl Somerville
      (“Employee”).

    


    The
      parties agree as follows:

     

    1.  Employment.  Company
      hereby employs Employee for the limited term set forth below, and Employee
      hereby accepts such employment, upon the terms and conditions set forth
      herein.

    


    2.  Duties.

    


    2.1  Position.  Employee
      is employed in the position of Chief Financial Officer and Secretary of WWSI,
      and shall have the duties and responsibilities assigned by the Board of
      Directors of WWSI (the “Board of Directors”) both upon initial
      hire and as may be reasonably assigned from time to time.  Employee
      shall perform faithfully and diligently all duties assigned to
      Employee.  Employee acknowledges that Company, under the direction of
      the Board of Directors, has the right to modify Employee’s position and duties
      at any time in its sole and absolute discretion.  Employee shall
      report to and be supervised by the Board of Directors.

    


    2.2  Best
      Efforts/Full-time.  Employee will expend Employee’s best efforts
      on behalf of Company, and will abide by all policies and decisions made by
      Company and the Board of Directors, as well as all applicable federal, state
      and
      local laws, regulations or ordinances.  Employee will act in the best
      interest of Company at all times.  Employee shall devote Employee’s
      full business time and efforts to the performance of Employee’s assigned duties
      for Company, unless Employee notifies the Board of Directors in advance of
      Employee’s intent to engage in other paid work and describes in sufficient
      detail the nature of such work, and the Board of Directors grants Employee
      express written consent to do such work.

    


    2.3  Work
      Location.  Employee’s principal place of work shall be located at
      the principal offices of Company or such other location as the Board of
      Directors may authorize from time to time.

    


    3.  Term.

    


    3.1  Initial
      Term.  The employment relationship pursuant to this Agreement
      shall be for an initial term commencing on the Effective Date set forth above
      and continuing for a period of one (1) year following such date
      (“Initial Term”), unless sooner terminated in accordance with
      section 7 below.  Employee agrees and acknowledges that the Initial
      Term of the Agreement is a material term to Company, and waives any rights
      not
      expressly provided for in this Agreement should Company exercise its right
      not
      to renew this Agreement in accordance with subsection 3.2 at the conclusion
      of
      the Initial Term.

    



    
      
        
          Initials:  Employee
            _____

             
        Company
            _____

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    3.2  Renewal.  On
      completion of the Initial Term specified in subsection 3.1 above, this Agreement
      will automatically renew for subsequent one (1)-year terms unless either party
      provides at least thirty (30) days’ advance written notice to the other that it
      does not wish to renew the Agreement for a subsequent one (1)-year
      period.  In the event either party gives notice of nonrenewal pursuant
      to this subsection 3.2, this Agreement will expire at the end of that
      term.

    


    4.  Compensation.

    


    4.1  Base
      Salary.  As compensation for Employee’s performance of Employee’s
      duties hereunder, Company shall pay Employee a Base Salary of $12,500 per month,
      payable in accordance with the normal payroll practices of Company, less
      required deductions for state and federal withholding tax, social security
      and
      all other employment taxes and payroll deductions.

    


    4.2  Annual
      Bonus.  Employee will be granted an annual bonus equal to 50% of
      Base Salary, so long as individual and Company objectives, as established by
      the
      Board of Directors in its sole discretion, are achieved, such bonus to be paid
      in cash or shares of common stock of WWSI at the date of grant market price,
      in
      the sole discretion of WWSI.

    


    4.3  Other
      Incentive Compensation.  From time to time, in the sole and
      absolute discretion of the Board of Directors, Employee may receive other
      incentive bonuses based on the achievement of written goals established by
      the
      Board of Directors and communicated to Employee, paid in cash, stock options,
      or
      common stock of WWSI.

    


    4.4  Automobile
      Allowance.  Employee will receive a monthly allowance of $400 per
      month for automobile expenses, payable without deduction with the normal payroll
      practices of Company.

    


    4.5  Retirement
      Contribution.  In lieu of any other retirement benefit, Company
      will make a matching contribution of up to 3% of Base Salary deposited by
      Employee to a specifically designated savings account established by
      Employee.  Company’s contribution will be made without deduction for
      state and federal withholding tax, social security or any other employment
      taxes
      and payroll deductions and payment of such taxes shall be the sole
      responsibility of Employee.

    


    4.6  Performance
      and Salary Review.  Employee’s supervisor, or in the absence of a
      supervisor, the Board of Directors, will periodically review Employee’s
      performance on no less than an annual basis and will make adjustments to salary
      or other compensation in their sole discretion.

    


    5.  Customary
      Employee Benefits.  Employee will be eligible for all customary
      and usual fringe benefits generally available to other full-time employees
      of
      Company.  Company reserves the right to change or eliminate the fringe
      benefits on a prospective basis, at any time, effective upon notice to
      Employee.

    



    
      
        
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    6.  Business
      Expenses.  Employee acknowledges that he owes Company a fiduciary
      obligation to minimize, to the extent practicable, expenses incurred in the
      course and scope of performing his duties for Company.  Employee will
      be reimbursed for all reasonable, out-of-pocket business expenses incurred
      in
      the performance of Employee’s duties on behalf of Company.  To obtain
      reimbursement, expenses must be submitted promptly with appropriate supporting
      documentation in accordance with Company’s policies.

    


    7.  Termination
      of Employee’s Employment.

    


    7.1  Termination
      for Cause by Company.  The Board of Directors may terminate
      Employee’s employment immediately at any time for Cause.  In the event
      Employee’s employment is terminated in accordance with this subsection 7.1,
      Employee shall be entitled to receive only the Base Salary then in effect,
      prorated to the date of termination.  All other Company obligations to
      Employee pursuant to this Agreement will become automatically terminated and
      completely extinguished.  If Employee is terminated for Cause pursuant
      to this provision, the Company may ask him to leave the Company’s offices
      immediately.

    


    For
      purposes of this Agreement, “Cause” is defined as:

    


    (a)  Employee’s
      breach of fiduciary duty to the Company or its Board of Directors;

    


    (b)  Acts
      or
      omissions constituting negligence, recklessness or willful misconduct on the
      part of Employee with respect to Employee’s obligations or otherwise relating to
      the business of Company;

    


    (c)  Employee’s
      material breach of this Agreement;

    


    (d)  Employee’s
      conviction or entry of a plea of nolo contendere for fraud, misappropriation
      or
      embezzlement, or any felony or crime of moral turpitude;

    


    (e)  Employee’s
      willful neglect of duties as determined in the sole and exclusive discretion
      of
      the Board of Directors;

    


    (f)  Employee’s
      failure to perform the essential functions of Employee’s position, with or
      without reasonable accommodation, due to a mental or physical disability;
      or

    (g)  Employee’s
      death.

    


    7.2  Termination
      Without Cause by Company.  Company may terminate Employee’s
      employment under this Agreement without Cause at any time by giving at least
      thirty (30) days’ advance written notice to Employee.  In the event of
      a termination pursuant to this subsection 7.2, all other Company obligations
      to
      Employee will be automatically terminated and completely extinguished and
      Employee will be entitled to receive a payment equal to two months of the Base
      Salary in effect at the date of termination (“Severance
      Payment”), provided that Employee:


    
      
        
          Initials:  Employee
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        Company
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    (a)  Complies
      with all surviving provisions of this Agreement as specified in subsection
      15.8
      below;

    


    (b)  Executes
      a full general release, releasing all claims, known or unknown, that Employee
      may have against Company arising out of or in any way related to Employee’s
      employment or termination of employment with Company; and

    


    (c)  Agrees
      to
      act as a consultant for Company, without further compensation, for thirty (30)
      days following the termination of the employment relationship, if requested
      to
      do so by Company.  The Company may also direct Employee to cease all
      work on behalf of Company immediately if it decides to terminate his employment
      under this provision as long as it provides Employee with the described
      benefits.

    


    Should
      Employee fail or refuse to provide the items required under this subsection
      7.2,
      the termination shall be deemed to be for Cause under subsection
      7.1.

    


    7.3  Employee
      Resignation for Good Reason.  Employee may voluntarily resign
      Employee’s position with Company for Good Reason, at any time by giving at least
      thirty (30) days’ advance written notice.  In the event of Employee’s
      resignation for Good Reason, Employee will be entitled to receive the Base
      Salary then in effect, prorated to the date of resignation, and all accrued
      paid-time-off, in accordance with Company’s customary employee benefit
      policies.  All other Company obligations to Employee pursuant to this
      Agreement will become automatically terminated and completely
      extinguished.

    


    Employee
      will be deemed to have resigned for “Good Reason” in the event of Company’s
      material breach of this Agreement.

    


    7.4  Employee
      Resignation Without Good Reason.  Employee may voluntarily resign
      Employee’s position with Company without Good Reason, by giving at least thirty
      (30) days’ advance written notice.  In the event of Employee’s
      resignation without Good Reason, Employee will be entitled to receive only
      the
      Base Salary for the thirty (30)-day notice period and no other
      amount.  All other Company obligations to Employee pursuant to this
      Agreement will become automatically terminated and completely
      extinguished.

    


    7.5  Termination
      of Employment Upon Nonrenewal.  In the event either party decides
      not to renew this Agreement after completion of the Initial Term in accordance
      with subsection 3.2 above, this Agreement will expire, Employee’s employment
      with Company will terminate and Employee will only be entitled to Employee’s
      Base Salary paid through the last day of the current term.

    


    8.  No
      Conflict of Interest.  During the term of Employee’s employment
      with Company and during any period Employee is receiving payments from Company
      pursuant to this Agreement, Employee must not engage in any work, paid or
      unpaid, that creates an actual conflict of interest with Company.

    



    
      
        
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        Company
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    9.  Covenant
      Not to Compete.  Employee agrees not to, directly or indirectly
      competing with Company in any way, or acting as an officer, director, employee,
      consultant, stockholder, volunteer, lender, or agent of any business enterprise
      of the same nature as, or which is in direct competition with, the business
      in
      which Company is now engaged or in which Company becomes engaged, as may be
      determined by the Board of Directors in its sole discretion, during the term
      of
      Employee’s employment with Company and for two (2) years after the termination
      of employment with Company.  If the Board of Directors believes such
      competition exists during the term of this Agreement, the Board of Directors
      may
      ask Employee to choose to discontinue the other work or resign employment with
      Company.  If the Board of Directors believes such competition exists
      during any period in which Employee is receiving payments pursuant to this
      Agreement, the Board of Directors may ask Employee to choose to discontinue
      the
      other work and forfeit any Severance Payment.

    


    10.  Nonsolicitation.  Employee
      understands and agrees that Company’s employees and customers and any
      information regarding Company’s employees and/or customers is confidential and
      constitutes its trade secrets under Colorado law.  Employee agrees to
      use his best efforts to protect against the intentional or inadvertent
      disclosure of such trade secrets to Company’s competitors, customers or vendors,
      or to the general public.

    


    10.1  Nonsolicitation
      of Customers or Prospects.  Employee agrees that all customers of
      Company shall remain customers of Company during the term and after the
      termination of this Agreement, and that during the term of this Agreement and
      for a period of two (2) years after the termination of this Agreement, Employee
      will not, either directly or indirectly, separately or in association with
      others, interfere with, impair, disrupt or damage Company’s relationship with
      any of its customers or customer prospects by soliciting or encouraging others
      to solicit any of them for the purpose of diverting or taking away business
      from
      Company.

    


    10.2  Nonsolicitation
      of Company’s Employees.  Employee agrees that during the term and
      after the termination of this Agreement, Employee will not, either directly
      or
      indirectly, separately or in association with others, interfere with, impair,
      disrupt or damage Company’s business by soliciting, encouraging or recruiting
      any of Company’s employees or causing others to solicit or encourage any of
      Company’s employees to discontinue their employment with Company.

    


    11.  Assignment
      of Intellectual Property.  Employee hereby transfers and assigns
      to Company all trade secrets, inventions, trademarks, service marks, logos,
      corporate names, domain names, ideas, processes, customer lists, business plans,
      copy rights, other works of authorship, know-how, improvements, discoveries,
      developments, refinements, designs and techniques (collectively referred to
      as
“Intellectual Property”), which Employee made, conceived,
      developed or reduced to practice or caused be made, conceived, developed or
      reduced to practice prior to the Effective Date or which Employee makes,
      conceives, develops or reduces to practice or causes to be made, conceived,
      developed or reduced to practice while employed by Company, that Employee
      considers to be personal property of the property of third parties, and which
      is
      directly related to the business to be conducted by Company.


    
      
        
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        Company
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    11.1  Further
      Documentation.  Employee agrees that, without charge to Company,
      Employee will promptly execute and deliver further documents and perform all
      lawful acts necessary to transfer all rights, title and interest in the
      Intellectual Property to Company.  The obligation to provide documents
      and perform lawful acts will not expire with the termination of this
      Agreement.

    


    12.  Confidentiality.  Company
      possess and will continue to possess information which has been created,
      discovered, developed or otherwise come into the possession of Company, which
      information has commercial value to Company, including but not limited to the
      Intellectual Property, information that Company is obligated to keep
      confidential, and information Employee has reason or should reasonably know
      Company would like to treat as confidential for any purpose
      (“Confidential Information”).  Unless previously
      authorized in writing by the Board of Directors, Employee will not, at any
      time,
      disclose to others, use, or allow anyone else to use any Confidential
      Information except as may be necessary in the performance of Employee’s duties,
      unless and only to the extent that (i) such confidential information has become
      ascertainable or obtained from public or published sources; or (ii) Employee
      is
      required by law to disclose such Confidential Information, in which case,
      Employee will give timely notice, if possible, of the request for disclosure
      so
      that Company may seek a protective order as to the Confidential
      Information.

    


    12.1  Return
      of Documentation.  Upon termination of employment, Employee shall
      return all property and records, of any type, of Company held anywhere in
      Employee’s possession.

    


    13.  Injunctive
      Relief.  Employee acknowledges that Employee’s breach of the
      covenants contained in sections 8, 9, 10, 11, and 12 (collectively
“Covenants”) would cause irreparable injury to Company and
      agrees that in the event of any such breach, Company shall be entitled to seek
      temporary, preliminary and permanent injunctive relief without the necessity
      of
      proving actual damages or posting any bond or other security.

    


    14.  Agreement
      to Arbitrate.  To the fullest extent permitted by law, Employee
      and Company agree to arbitrate any controversy, claim or dispute between them
      arising out of or in any way related to this Agreement, the employment
      relationship between Company and Employee and any disputes upon termination
      of
      employment, including but not limited to breach of contract, tort,
      discrimination, harassment, wrongful termination, demotion, discipline, failure
      to accommodate, family and medical leave, compensation or benefits claims,
      constitutional claims; and any claims for violation of any local, state or
      federal law, statute, regulation or ordinance or common law.  Claims
      for workers’ compensation, unemployment insurance benefits, and Company’s right
      to obtain injunctive or equitable relief pursuant to the Covenants above are
      excluded.  For the purpose of this agreement to arbitrate, references
      to “Company” include all parent, subsidiary or related entities and their
      employees, supervisors, officers, directors, agents, pension or benefit plans,
      pension or benefit plan sponsors, fiduciaries, administrators, affiliates and
      all successors and assigns of any of them, and this agreement shall apply to
      them to the extent Employee’s claims arise out of or relate to their actions on
      behalf of Company.


    
      
        
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        Company
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    14.1  Consideration.  The
      mutual promise by Company and Employee to arbitrate any and all disputes between
      them (except for those referenced above) rather than litigate them before the
      courts or other bodies, provides the consideration for this agreement to
      arbitrate.

    


    14.2  Initiation
      of Arbitration.  Either party may exercise the right to arbitrate
      by providing the other party with written notice of any and all claims forming
      the basis of such right in sufficient detail to inform the other party of the
      substance of such claims.  In no event shall the request for
      arbitration be made after the date when institution of legal or equitable
      proceedings based on such claims would be barred by the applicable statute
      of
      limitations.

    


    14.3  Arbitration
      Procedure.  The arbitration will be conducted in Denver,
Colorado by a panel of three (3) arbitrators and in accordance
      with the
      then current rules for resolution of employment disputes of the American
      Arbitration Association (AAA) (available on-line at
      www.adr.org).  Each party shall choose an arbitrator and the two
      arbitrators shall select a third arbitrator.  The parties are entitled
      to representation by an attorney or other representative of their
      choosing.  The arbitrators shall have the power to enter any award
      that could be entered by a judge of the trial court of the State of Colorado,
      and only such power, and shall follow the law.  The parties agree to
      abide by and perform any award rendered by the arbitrators.  The
      arbitrators shall issue the award in writing and therein state the essential
      findings and conclusions on which the award is based.  Judgment on the
      award may be entered in any court having jurisdiction thereof.

    


    14.4  Costs
      of Arbitration.  The parties shall share equally the costs of the
      arbitration filing and hearing fees and the cost of the
      arbitration.

    


    15.  General
      Provisions.

    


    15.1  Successors
      and Assigns.  The rights and obligations of Company under this
      Agreement shall inure to the benefit of and shall be binding upon the successors
      and assigns of Company.  Employee shall not be entitled to assign any
      of Employee’s rights or obligations under this Agreement.

    


    15.2  Waiver.  Either
      party’s failure to enforce any provision of this Agreement shall not in any way
      be construed as a waiver of any such provision, or prevent that party thereafter
      from enforcing each and every other provision of this Agreement.

    


    15.3  Attorneys’
      Fees.  Each side will bear its own attorneys’ fees in any dispute
      unless a statutory section at issue, if any, authorizes the award of attorneys’
fees to the prevailing party.

    



    
      
        
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    15.4  Severability.  In
      the event any provision of this Agreement is found to be unenforceable by an
      arbitrator or court of competent jurisdiction, such provision shall be deemed
      modified to the extent necessary to allow enforceability of the provision as
      so
      limited, it being intended that the parties shall receive the benefit
      contemplated herein to the fullest extent permitted by law.  If a
      deemed modification is not satisfactory in the judgment of such arbitrator
      or
      court, the unenforceable provision shall be deemed deleted, and the validity
      and
      enforceability of the remaining provisions shall not be affected
      thereby.

    


    15.5  Interpretation;
      Construction.  The headings set forth in this Agreement are for
      convenience only and shall not be used in interpreting this
      Agreement.  This Agreement has been jointly drafted by legal counsel
      representing Employee and the Company.

    


    15.6  Governing
      Law.  This Agreement will be governed by and construed in
      accordance with the laws of the State of Colorado.  Each party
      consents to the jurisdiction and venue of the state or federal courts in Denver,
      Colorado, if applicable, in any action, suit, or proceeding arising out of
      or
      relating to this Agreement.

    


    15.7  Notices.  Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      delivered as follows with notice deemed given as indicated:  (a) by
      personal delivery when delivered personally; (b) by overnight courier upon
      written verification of receipt; (c) by telecopy or facsimile transmission
      upon
      acknowledgment of receipt of electronic transmission; or (d) by certified or
      registered mail, return receipt requested, upon verification of
      receipt.  Notice shall be sent to the addresses set forth below, or
      such other address as either party may specify in writing.

    


    15.8  Survival.  Sections
      8 (“No Conflict of Interest”), 9 (“Covenant Not to Compete”), 10
      (“Nonsolicitation”), 11 (“Assignment of Intellectual Property”), 12
      (“Confidentiality”), 13 (“Injunctive Relief”), 14 (“Agreement to Arbitrate”), 15
      (“General Provisions”) and 17 (“Entire Agreement”) of this Agreement shall
      survive Employee’s employment by Company indefinitely.

    


    16.  Employee
      to Seek Advice.  Employee acknowledges that he has been advised
      and encouraged by Company to seek independent advice by counsel before executing
      this Agreement.

    


    17.  Entire
      Agreement.  This Agreement, and any documents incorporated by
      reference in this Agreement, constitutes the entire agreement between the
      parties relating to this subject matter and supersedes all prior or simultaneous
      representations, discussions, negotiations, and agreements, whether written
      or
      oral.  This Agreement may be amended or modified only with the written
      consent of Employee and the Board, including without limitation any changes
      that
      may be necessary to comply with the provisions of Section 409A of the Internal
      Revenue Code, to the extent applicable.  This Agreement may be amended
      or modified only with the written consent of Employee and the Board of Directors
      of Company.  No oral waiver, amendment or modification will be
      effective under any circumstances whatsoever.

    



    
      
        
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    THE
      PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
      EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED
      THIS AGREEMENT ON THE DATES SHOWN BELOW.

    


    EMPLOYEE

    


    


    Dated:                                                      

    W.
      Earl
      Somerville

    


    WORLDWIDE
      STRATEGIES INCORPORATED

    


    


    Dated:                                                      By:

    Frank
      J.
      Deleo,

    Compensation
      Committee Member

    


    


    Dated:                                                      By:

    Robert
      T.
      Kane,

    Compensation
      Committee Member

    


    


     

     

     

     

    
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