Exhibit 10.12


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(the “Agreement”) is made and entered into this 20th day of January, 2006, by
and between Whitney Education Group, Inc. a Florida Corporation (the “Company”),
and Alfred Novas (the “Employee”).


 


Recitals


 


WHEREAS, Company is in
the business of developing, producing and marketing post secondary educational
curriculum on real estate, business development, financial investment and other
related areas;


 


WHEREAS, Employee has specialized knowledge
and skills in the area of finance & accounting; and


 


WHEREAS, Company is interested in soliciting
Employee’s services and Employee desires to enter into a binding agreement with
Company, in accordance with the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of the
mutual covenants and promises herein contained, the parties hereby agree as
follows:


 


1.                                      Duties


 


During the term of this Agreement, Employee will be
employed by the Company to serve as Chief Financial Officer.  The Employee will devote such amount of
business time to the conduct of the business of the Company as may be
reasonably required to effectively discharge Employee’s duties under this
Agreement and will perform those duties and have such authority and powers as
are customarily associated with the position of Chief Financial Officer.  Unless the parties agree otherwise in
writing, during the term of this Agreement, Employee may be required to perform
services under this Agreement other than at Company’s principal place of
business in Cape Coral, Florida: provided, however, that Company will,
from time to time, require Employee to travel temporarily to other locations on
the Company’s business necessary to fulfill his obligations as Chief Financial
Officer of the Company. Notwithstanding the foregoing, nothing in this
Agreement is to be construed as prohibiting Employee from continuing to serve
as a director, officer or member of various professional, charitable and civic
organizations in the same manner as immediately prior to the execution of this
Agreement.


 


2.                                      Term of Employment


 


This agreement shall commence on January 20, 2006 and
continue for a period of three (3) years, wherein it shall automatically
expire.


 


2.1                   Definitions


 


For purposes of this Agreement the following terms have the
following meanings:


 


(a) ”Termination for
Cause” means termination by Company of Employee’s employment (i) by reason
of Employee’s willful dishonesty towards, fraud upon, or deliberate injury or
attempted injury to, the Company, (ii) by reason of Employee’s material
breach of this Agreement or (iii) by reason of Employee’s gross negligence
or intentional misconduct with respect to the performance of Employee’s duties
under this Agreement; provided, however, that no such termination will be
deemed to be a Termination for Cause unless the Company has provided Employee
with written notice of what it reasonably believes are the grounds for any
Termination for Cause and Employee fails to take appropriate remedial actions
during the 30 day period following receipt of such written notice.


 


(b) ”Termination
Other than For Cause” means termination by the Company of Employee’s employment
by the Company for reasons other than those which constitute Termination for
Cause.


 


(c) ”Voluntary
Termination” means termination by the Employee of the Employee’s employment
with the Company, excluding termination by reason of Employee’s death or
disability as described in Sections 2.5 and 2.6.


 


2.2                   Basic Term


 


The term of employment of Employee by the Company will commence
on January 20, 2006 and will extend through January 20, 2009.


 





















 


2.3                   Termination for Willful
Misconduct


 


Termination for Willful Misconduct may be effected by
Company at any time during the term of this Agreement and may be effected by
written notification to Employee.  Upon
Termination for Willful Misconduct, Employee is to be immediately paid all
accrued salary, incentive compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan benefits, which
will be paid in accordance with the applicable plan), and accrued vacation pay,
all to the date of termination, but Employee will not be paid any severance
compensation.


 


2.4                   Termination Other Than for
Willful Misconduct


 


Notwithstanding anything else in this Agreement, Company
may effect a Termination Other Than for Willful Misconduct at any time upon
giving notice to Employee of such termination. 
Upon any Termination Other Than for Willful Misconduct, Employee will
immediately be paid all accrued salary, all incentive compensation to the
extent earned, severance compensation as provided in Section 4, vested
deferred compensation (other than pension plan or profit sharing plan benefits,
which will be paid in accordance with the applicable plan), and accrued
vacation pay, all to the date of termination.


 


2.5                   Termination Due to
Disability


 


In the event that, during the term of this Agreement,
Employee should, in the reasonable judgment of the Board, fail to perform
Employee’s duties under this Agreement because of illness or physical or mental
incapacity (“Disability”), and such Disability continues for a period of more
that 3 consecutive months, Company will have the right to terminate Employee’s
employment under this Agreement by written notification to Employee and payment
to Employee of all accrued salary and incentive compensation to the extent
earned, severance compensation as provided in Section 4, vested deferred
compensation (other than pension plan or profit sharing plan benefits, which
will be paid in accordance with the applicable plan), and all accrued vacation
pay, all to the date of termination.  Any
determination by the Board with respect to Employee’s Disability must be based
on a determination of competent medical authority or authorities, a copy of
which determination must be delivered to the Employee at the time it is
delivered to the Board.  In the event the
Employee disagrees with the determination described in the previous sentence,
Employee will have the right to submit to the Board a determination by a
competent medical authority or authorities of Employee’s own choosing to the
effect that the aforesaid determinations is incorrect and that Employee is
capable of performing Employee’s duties under this Agreement.  If, upon receipt of such determination, the
Board wishes to continue to seek to terminate this Agreement under the
provisions of this section, the parties will submit the issue of Employee’s
Disability to arbitration in accordance with the provisions of this Agreement.


 


2.6                   Death


 


In the event of Employee’s death during the term of this
Agreement, Employee’s employment is to be deemed to have terminated as of the
last day of the month during which Employee’s death occurred, and Company will
pay to Employee’s estate accrued salary, incentive compensation to the extent
earned, vested deferred compensation (other than pension plan or profit sharing
plan benefits, which will be paid in accordance with the applicable plan), and
accrued vacation pay, all to the date of termination.


 


2.7                   Voluntary Termination


 


In the event of a Voluntary Termination, Company will
immediately pay to Employee all accrued salary, all incentive compensation to
the extent earned, vested deferred compensation (other than pension plan or
profit sharing plan benefits, which will be paid in accordance with the
applicable plan), and accrued vacation pay, all to the date of termination, but
Employee will not be paid any severance compensation.


 


2.8                   Effect of Termination on
Option Agreement


 


Notwithstanding anything to the contrary contained in this
Agreement, any termination of Employee’s employment by the Company will have no
effect on Employee’s rights under that certain Qualified and Nonqualified Stock
Option Plans for which options may have been granted to Employee pursuant to
the Company’s Employee-Shareholder Stock Option Plan, which agreement was
entered into between the Employee and the Company as of August 31, 1998
(the “Option Agreement”).


 


3.                                      Salary, Benefits and Other
Compensation


 


3.1                   Base Salary


 


As payment for the services to be rendered by Employee as
provided in Section 1 and subject to the terms and conditions of Section 2,
Company agrees to pay to Employee a “Base Salary,” payable bi-weekly.  The Base Salary payable to Employee under
this Section will initially be $250,000.00.  When you will have completed six
months of employment with the company, your performance will be evaluated
against mutually agreed upon first six-month business objectives. In achieving


 





















 


positive performance
versus your objectives in the first six months, your annual base compensation
will be increased to $275,000.00. Employee will be entitled to regular salary reviews and
raises during the term of this Agreement in the same general manner as other
officers of the Company; provided, however, that Employee may receive a minimum
annual increase in Employee’s Base Salary.


 


3.2                   Incentive Bonus Plans


 


During the term of his employment under this Agreement, the
Employee will be eligible to participate in all bonus and incentive plans established
by the Board including, without limitation, the Company’s 2006 Management Bonus
Plan.


 


3.3                   Benefit Plan


 


During the term of Employee’s employment under this
Agreement, the Employee is to be eligible to participate in all employee
benefit plans to the extent maintained by the Company, including (without
limitation) any life, disability, health, accident and other insurance
programs, paid vacations, and similar plans or programs, subject in each case
to the generally applicable terms and conditions of the plan or program in
question and to the determinations of any committee administering such plan or
program.  On termination of the Employee
for any reason, the Employee will retain all of Employee’s rights to benefits
that have vested under such plan, but, subject to federal and state laws, the
Employee’s rights to participate in those plans will cease on the Employee’s
termination unless the termination is a Termination Other Than for Willful
Misconduct, in which case Employee’s rights of participation will continue for
a period of one (1) year following Employee’s termination, unless this
provision is in conflict with the provisions of the above plans.


 


3.4                   Withholding of Taxes


 


The Employee understands that the services to be rendered
by Employee under this Agreement will cause the Employee to recognize taxable
income, which is considered under the Internal Revenue Code of 1986, as
amended, and applicable regulations thereunder as compensation income subject
to the withholding of income tax (and Social Security or other employment
taxes).  The Employee hereby consents to
the withholding of such taxes as are required by the Company.


 


3.5                   Vacation


 


During the term of this Agreement, Employee will be
entitled to paid vacation time per year according to the company’s employee
policy manual.


 





















 


3.6                   Expenses


 


During the term of this Agreement, Company will reimburse
Employee for Employee’s reasonable out-of-pocket expenses incurred in
connection with Company’s business, including travel expenses, food, and
lodging while away from home, subject to such policies as Company may from time
to time reasonable establish for its employees.


 


4.                                      Severance Compensation


 


4.1                   Termination Other Than for
Cause; Payment in Lieu of Notice


 


In the event Employee’s employment is terminated in a
Termination Other Than for Cause, Employee will be paid as severance pay
Employee’s Base Salary for the period commencing on the date that Employee’s
employment is terminated and ending on the date which is three months
thereafter, on the dates specified in Section 3.1 for payment of Employee’s
Base Salary.


 


4.2                   Termination for Disability


 


In the event Employee’s employment is terminated because of
Employee’s disability pursuant to Section 2.5, Employee will be paid as
severance pay Employee’s Base Salary for the period commencing on the date that
Employee’s employment is terminated and ending on the date which is 3 months
thereafter, on the dates specified in Section 3.1 for payment of Employee’s
Base Salary.


 


4.3                   Other Termination


 


In the event of a Voluntary Termination, Termination for
Cause or Death, Employee’s estate will not be entitled to any severance pay.


 


5.                                      Confidentiality and
Noncompetition and Assignment of Inventions.


 


The employee has signed the standard company non-disclosure
and non-compete documents and such document becomes part and parcel of this
agreement and is incorporated herein, and appears as Schedule A to this
agreement.


 


6.                                      Miscellaneous


 


6.1                   Waiver


 


The waiver of any breach of any provision of this Agreement
will not operate or be construed as a waiver of any subsequent breach of the
same or other provision of this Agreement.


 





















 


6.2                   Entire Agreement;
Modification


 


Except as otherwise provided in the Agreement and in the
Option Agreement, this Agreement represents the entire understanding among the
parties with respect to the subject matter of this Agreement, and this
Agreement supersedes any and all prior understandings, agreements, plans, and
negotiations, whether written or oral, with respect to the subject matter
hereof, including without limitation, any understandings, agreements, or
obligations respecting any past or future compensation, bonuses,
reimbursements, or other payments to Employee from Company.  All modifications to the Agreement must be in
writing and signed by the party against whom enforcement of such modification
is sought.


 


6.3                   Notice


 


All notices and other communications under this Agreement
must be in writing and must be given by personal delivery, telecopier or
telegram, or first class mail, certified or registered with return receipt
requested, and will be deemed to have been duly given upon receipt if
personally delivered, four days after mailing, if mailed, or two hours after
transmission, if delivered by telecopies or telegram, to the respective persons
named below:


 


If to
Company:                                                                 Whitney Information Network, Inc.


1612 E. Cape Coral Parkway


Cape Coral, Florida  33904


Attn:  Ronald S. Simon


 


If to Employee:


 


Any party may change such party’s address for notices by
notice duly given pursuant to this Section.


 


6.4                   Headings


 


The Section headings of this Agreement are intended
for reference and may not by themselves determine the construction or
interpretation of this Agreement.


 


6.5                   Governing Law


 


This Agreement is to be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts
entered into and wholly to be performed within the State of Florida by Florida
residents.  Venue will be in Lee,
Broward, Dade or Palm Beach counties at the sole discretion of the Company.


 





















 


6.6                   Survival of Company’s
Obligations


 


This Agreement will be binding on, and inure to the benefit
of, the executors, administrators, heirs, successors, and assigns of the
parties; provided, however, that except as expressly provided in this
Agreement, this Agreement may not be assigned either by Company or by Employee.


 


6.7                   Amendment


 


Employee agrees to amend or change this agreement based
upon the Company’s human resource counsel’s review of this agreement or enter
into a new agreement based upon that review.


 


6.8                   Withholdings


 


All sums payable to Employee under this Agreement will be
reduced by all federal, state, local, and other withholdings and similar taxes
and payments required by applicable law.


 


6.9                   Enforcement


 


If any portion of this Agreement is determined to be
invalid or unenforceable, that portion of this Agreement will be adjusted,
rather than voided, to achieve the intent of the parties under this Agreement.


 


6.10            Indemnification


 


The Company agrees that it will indemnify and hold the
Employee harmless to the fullest extent permitted by applicable law from and
against any loss, cost, expense or liability resulting from or by reason of the
fact of the Employee’s employment hereunder, whether as an officer, employee,
agent, fiduciary, director or other official of the Company, except to the
extent of any expenses, costs, judgments, fines or settlement amounts which
result from conduct which is determined by a court of competent jurisdiction to
be knowingly fraudulent or deliberately dishonest or to constitute some other
type of willful misconduct.


 


6.11            Contingency Clause


 


This Agreement is contingent upon the following:  Employee passing a pre-employment drug test,
acceptable results from the pending background search and the execution of the
Company’s standard Confidentiality and Non-Compete Agreements.


 





















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.


 


 


	
   

  	
  Whitney Education Group, Inc.

  
	
   

  	
   

  
	
   

  	
  By: Nick Maturo

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Alfred R. Novas