alertmerchsb2x102_12508.htm


     

    
      

      

    

     

     

    Exhibit
      10.2

    

      Exhibit
        10.1

      


      EMPLOYMENT
        AGREEMENT

      


      


          This
EMPLOYMENT
        AGREEMENT
        (“Agreement”) is made and entered into by and between Alert Merchant Services,
        Inc., a Florida corporation, (the “Company”), and Venancio
        Pardo(“Employee”) effective as of January 4, 2008 or the actual
        date Employee first reports for work ("Start Date").

      


      RECITAL

      


          The
        Company
        desires to employ Employee, and Employee is willing to accept employment
        by the
        Company, in each case on the terms and subject to the conditions set forth
        in
        this Agreement.  NOW,
        THEREFORE, the parties hereto hereby agree as follows:

      


      AGREEMENT

      


      1.    
Position
        and
        Duties.

      


      1.1           
        During the term of this Agreement, Employee agrees to be employed by and
        to
        serve the Company on a part-time basis as Vice-President
        of Operations, and to
        perform such duties consistent with such position as may be assigned to him
        from
        time to time by the Board of Directors or his designee as the Board shall
        determine is necessary or appropriate in connection with the operation of
        the
        Company. Employee’s principal place of business with respect to his services to
        the Company shall be Tampa, Florida, provided that
        employee agrees to undertake such travel as may be required in the performance
        of his duties.  All travel expenses of Employee shall be reimbursed in
        accordance with Section 3.3 (c) below.

      


      1.2           
        Employee shall carry out his duties under the general supervision and direction
        of the Board in accordance with the Company’s policies, rules and procedures in
        force from time to time. All Company policies, rules and procedures currently
        in
        force must be provided to Employee in writing before execution of this
        Agreement.  Any changes to Company policies, rules and procedures must
        be provided to Employee in writing thirty (30) days prior to the changes
        becoming effective.

      


      1.3           
        During the term of this Agreement, Employee shall devote adequate time,
        attention, skill and efforts to his tasks and duties hereunder and to the
        affairs of the Company on a regular (approximately 10-15 hours per week),
“best
        efforts”, and professional basis and at all times such efforts shall be under
        the direction of the Board of Directors.

      


      2.    Term
        of
        Employment.

      


      2.1        Basic
        Term.  The
        term of employment under this Agreement (the “Term”) shall begin on Start Date
        and shall continue through one (1) calendar year after the Start Date (the
        “Expiration Date”), unless earlier terminated in accordance with Article 2 or
        extended pursuant to the following sentence.  Unless written notice is
        given by the Company or Employee to the other at least ninety (90) days prior
        to
        the Expiration Date (or any later date to which the Term shall have been
        extended in accordance with this Section 2.1) advising that the one giving
        such
        notice does not desire to extend or does desire to further extend this
        Agreement, the Term shall automatically be extended for an additional one-year
        period without further action of either the Company or Employee.

      


      
        
          
          

        

        
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      2.2           
        Termination for
        Cause.  Termination for Cause (as defined in Section 2.8(a)
        below) may be effected by the Company at any time during the Term of this
        Agreement and shall be effected by written notification to Employee from
        the
        Chairman of the Board of Directors or his designee, stating the reason for
        termination.  Such termination shall be effective immediately upon the
        giving of such notice, unless the President or the Board of Directors shall
        otherwise determine.  Upon Termination for Cause, Employee shall be
        paid all accrued salary, any benefits under any plans of the Company in which
        Employee is a participant to the full extent of Employee’s rights under such
        plans, accrued vacation pay and any appropriate business expenses incurred
        by
        Employee in connection with his duties hereunder prior to such termination,
        all
        to the date of termination, but Employee shall not be entitled to any other
        compensation or reimbursement of any kind, including without limitation,
        severance compensation.

      


      2.3           
        Termination at
        Will.  Notwithstanding anything else in this Agreement, the
        Company may effect a Termination at Will (as defined in Section 2.8(b) below)
        at
        any time during the Term of this Agreement upon giving written notice to
        Employee of such termination.  Upon any Termination at Will, Employee
        shall be paid all accrued salary, any benefits under any plans of the Company
        in
        which Employee is a participant to the full extent of Employee’s rights under
        such plans, accrued vacation pay, any appropriate business expenses incurred
        by
        Employee in connection with his duties hereunder, all to the date of
        termination, and all severance compensation required under Section 4.1, but
        no
        other compensation or reimbursement of any kind. The Company may effect a
        Termination at Will by giving sixty (60) days written notice to Employee
        of such
        termination.

      


      2.4           
        Voluntary
        Termination.  In the event of a Voluntary Termination (as
        defined in Section 2.8(c) below), the Company shall pay to Employee all accrued
        salary, bonus compensation to the extent earned, any benefits under any plans
        of
        the Company in which Employee is a participant to the full extent of Employee’s
        rights under such plans, accrued vacation pay and any appropriate business
        expenses incurred by Employee in connection with his duties hereunder, all
        to
        the date of termination, but no other compensation or reimbursement of any
        kind,
        including without limitation, severance compensation. Employee may effect
        a
        Voluntary Termination by giving sixty (60) days’ written notice of such
        termination to the Company.

      


      2.5           
        Termination by
        Death.  In the event of Employee’s death during the Term of
        this Agreement, Employee’s employment shall be deemed to have terminated as of
        the last day of the month during which his death occurs and the Company shall
        pay to his estate or such beneficiaries, as Employee may from time to time
        designate all accrued salary, any benefits under any plans of the Company
        in
        which Employee is a participant to the full extent of Employee’s rights under
        such plans, accrued vacation pay and any appropriate business expenses incurred
        by Employee in connection with his duties hereunder, all to the date of
        termination, but Employee’s estate shall not be paid any other compensation or
        reimbursement of any kind, including without limitation, severance
        compensation.

      


      2.6           
        Termination by Reason of
        Disability.  If, during the Term of this Agreement, a physician
        selected by the Company certifies that Employee has become physically or
        mentally incapacitated or unable to perform his full-time duties under this
        Agreement, and that such incapacity has continued for a period of five
        consecutive months or 180 calendar days within any period of 365 consecutive
        days, the Company shall have the right to terminate Employee’s employment
        hereunder by written notification to Employee, and such termination shall
        be
        effective on the seventh (7th)
        day
        following the giving of such notice (“Termination by Reason of
        Disability”).  In such event, the Company will pay to Employee all
        accrued salary, any benefits under any plans of the Company in 

       

       

      
        
          
          

        

        
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      which
        Employee is a participant to the full extent of Employee’s rights under such
        plans, accrued vacation pay, any appropriate business expenses incurred by
        Employee in connection with his duties hereunder, all to the date of
        termination, and all severance compensation required under Section 4.1, but
        Employee shall not be paid any other compensation or reimbursement of any
        kind.  In the event of a Termination by Reason of Disability, upon the
        termination of the disability, the Company will use its best efforts to reemploy
        Employee, provided that such reemployment need not be in the same capacity
        or at
        the same salary or benefits level as in effect prior to the Termination by
        Reason of Disability.

      


      2.7           
        Employee’s Obligation Upon
        Termination. Upon the Termination of Employee’s employment for any
        reason, Employee shall within ten (10) days of such termination return to
        the
        Company all personal property and proprietary information in Employee’s
        possession belonging to the Company.  Unless and until all such
        property and information is returned to the Company (which shall be determined
        by the Company's standard termination and check-out procedures), the Company
        shall have no obligation to make any payment of any kind to Employee
        hereunder.

      


      2.8           
        Definitions.  For
        purposes of this Agreement the following terms shall have the following
        meanings:

      


      a)      “Termination
        for Cause” shall mean termination by the Company of Employee’s employment
        by the Company by reason of:

      


      (i)   Employee’s
        willful dishonesty towards, fraud upon, or deliberate injury or attempted
        injury
        to, or breach of fiduciary duty to, the Company;

      


      (ii)     Employee’s
        material breach of this Agreement, including any Exhibit hereto, or any other
        agreement to which Employee and the Company are parties;

      


      (iii)     Employee’s
        use or possession of illegal drugs at any time, use of alcoholic beverages
        during working hours or on Company property except when specifically allowed
        by
        a company sponsored function, improper use of prescription drugs during working
        hours or on Company property or Employee reporting to work under the influence
        of illegal drugs or alcohol;

      


      (iv)     Conduct
        by Employee, whether or not in connection with the performance of the duties
        contemplated hereunder, that would result in serious prejudice to the interests
        of the Company if Employee were to continue to be employed, including, without
        limitation, the conviction of a felony or a good faith determination by the
        Board of Directors that Employee has committed acts involving moral turpitude;
        or

      


      (v)     Any
        material violation of any rule, regulation or policy of the Company by Employee
        or Employee’s failure to follow reasonable instructions or directions of the
        President, or the Board of Directors of the Company or any policy, rule or
        procedure of the Company (as it relates to the Employee’s written job
        description) in force from time to time.  All Company policies, rules,
        regulations and procedures currently in force must be provided to Employee
        in
        writing before execution of this Agreement.  Any changes to Company
        policies, rules and procedures must be provided to Employee in writing thirty
        (30) days prior to the changes becoming effective.

      


      
        
          
          

        

        
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      b)     “Termination
        at Will” shall mean termination by the Company of Employee’s employment
        by the Company other than (i) Termination for Cause, (ii) Termination by
        Reason
        of Disability (iii) Termination by reason of Employee’s Death, and (iv)
        Voluntary Termination.

      


      c)     “Voluntary
        Termination” shall mean termination by Employee of Employee’s employment
        other than (i) Termination by Reason of Disability and (ii) Termination by
        reason of Employee’s Death.

      


      
        3.  Salary,
          Benefits and Bonus Compensation.

      

      


      
        3.1  Base
          Salary.  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, the Company agrees to
          pay to
          Employee a “Base Salary at the rate of $2,000 (U S Dollars) per month payable in
          accordance with the Company’s regular payroll practices (twice monthly). Such
          rate and Employee’s performance shall be reviewed by the Company’s Board of
          Directors on an annual basis, commencing Starting Date, for a determination
          of
          whether an adjustment in Employee’s Base Salary should be made, which adjustment
          shall be in sole discretion of the Company’s Board of
          Directors.

      

      


      
        3.2  Salary
          Review. The Board of
          Directors (or the Employment Committee if one exist, shall review the work
          performed by employee and compensation six months into this agreement,
          and make
          changes to the salary amount as it deems appropriate.

      

      


      
        3.3  Bonus.
A
          signing bonus will be
          paid in the amount to Employee based on the attainment of specific
          goals.  The Board of Directors will establish a goal for the company
          each year.  The amount of the bonus shall be determined by the Board
          of Directors in its sole discretion.

      

      


      
        3.4  Additional
          Benefits.  During the Term of this Agreement, Employee shall be
          entitled to the following fringe benefits:

      

      


      (a) 
        Employee Benefits. 
Employee
        shall be included in
        all group insurance plans and other benefit plans and programs made available
        to
        management employees of the Company.

      


      (b) 
        Vacation. 
Employee
        is entitled to take 2 weeks
        paid vacation within one year from his Starting Date and 3 weeks each additional
        year (adjusted for the part-time vs full time effort during the term of the
        agreement).

      


      (c) 
Reimbursement
        for
        Expenses.  The
        Company shall reimburse Employee for reasonable and properly documented
        out-of-pocket business and/or entertainment expenses incurred by Employee
        in
        connection with his duties under this Agreement in accordance with the Company’s
        reimbursement policy in effect from time to time. Company’s reimbursement policy
        currently in force must be provided to Employee in writing before execution
        of
        this Agreement.  Any changes to Company’s policy must be provided to
        Employee in writing thirty (30) days prior to the changes becoming
        effective.

      


      
        
          
          

        

        
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        4.  Severance
          Compensation.

      

      


      
        4.1  Severance
          Compensation in the Event
          of a Termination at Will or Termination by Reason of
          Disability.  In the event Employee’s employment is terminated
          in a Termination At Will or a Termination by Reason of Disability prior
          to the
          end of the then current Term, Employee shall be entitled to receive his
          most
          recent Base Salary and insurance coverage from the date of termination
          for one
          month after a release of all claims against Company is negotiated and signed
          by
          both parties. Such severance compensation is the only compensation to which
          Employee shall be entitled following a Termination at Will or a Termination
          by
          Reason of Disability. For a Termination at Will, this severance amount
          is in
          addition to any required notification period as described in Section
          2.3.

      

      


      
        4.2  Acceleration
          of
          Payments.  The Company may, in the Company’s sole discretion,
          if Employee so requests within thirty (30) days following a Termination
          at Will
          or a Termination by Reason of Disability, elect to pay to Employee a lump
          sum
          severance payment by bank cashier’s check equal to the present value of the flow
          of cash payments that would otherwise be paid to Employee pursuant to Section
          4.1 above.  Such present value shall be determined as of the date of
          payment and shall be based on a discount rate equal to the interest rate
          on
          90-day U.S. Treasury bills, as reported in the Wall Street Journal (or
          similar
          publication), on the date of payment.  If the Company elects to make a
          lump sum severance payment, the Company shall make such payment to Employee
          within ten (10) days following the date on which the Company notifies Employee
          of its agreement to make a lump sum payment.

      

      


      
        4.3  No
          Severance Compensation Under Other
          Termination.  In the event of a Voluntary Termination,
          Termination for Cause, or Termination by reason of Employee’s Death, neither
          Employee nor his estate shall be paid any severance
          compensation.

      

      


      
        5.Other
          Agreements.  Employee agrees that to induce the Company to
          enter into this Agreement, he has concurrently executed and delivered to
          the
          Company (a) an Employee Non-Disclosure Agreement and Proprietary Rights
          Assignment dated as of event date herewith, in the form of Exhibit A hereto,
          and
          (b) a Non-Solicitation and Non-Competition Agreement dated as of event
          date
          herewith, in the form of Exhibit B
          hereto.    Employee hereby covenants and agrees to fully
          abide by each and every term of such agreements, and agrees and understands
          that
          a breach or violation by Employee of any provision of any provision of
          either of
          such agreements shall constitute grounds for Termination for Cause under
          Section
          2.8(a)(ii) of this Agreement, and that no such termination shall limit
          or affect
          any other rights and remedies of the Company arising out of or in connection
          with any such breach or violation.  The covenants on the part of
          Employee contained in such agreements shall survive termination of this
          Agreement, regardless of the reason for such termination unless specifically
          excluded by this agreement.  Employee hereby represents and
          acknowledges that the Company is relying on the covenants contained in
          such
          agreements in entering into this Agreement, and that the terms and conditions
          of
          the covenants contained in such agreements are fair and reasonable.


      

      


      
        
          
          

        

        
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        6. Miscellaneous.

         

      

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

      

      


      
        6.2  Entire
          Agreement;
          Modifications.  This Agreement represents the entire
          understanding among the parties with respect to the subject matter hereof,
          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 the Company.  All modifications to
          this Agreement must be in writing and signed by both parties
          hereto.

      

      


      
        6.3  Notices.  All
          notices and other communications under this Agreement shall be in writing
          and
          shall be given by first class mail, certified or registered with return
          receipt
          requested, and shall be deemed to have been duly given three (3) days after
          mailing to the respective persons named below:

      

      


      If
        to the
        Company:  Alert
        Merchant Services, Inc.

             Address:   5700
        Memorial Hwy,
        Suite 202A

            Tampa,
        Fl. 33615

                              Attn:  Board
        of
        Directors

      


      If
        to
        Employee:     Venancio
        Pardo 

                       3610
        Dana
        Shores Drive

                       Tampa,
        Fl 33634

       

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

      


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

      

      


      
        6.5  Governing
          Law.  This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of Florida.

      

      


      
        6.6  Severability.  Should
          a court or other body of competent jurisdiction determines that any provision
          of
          this Agreement is invalid or unenforceable, such provision shall be adjusted
          rather than voided, if possible, and all other provisions of this Agreement
          shall be deemed valid and enforceable to the extent possible.

      

      


      
        6.7  Benefits
          of
          Agreement.  The provisions of this Agreement shall be binding
          upon and inure to the benefit of the executors, administrators, heirs,
          successors and assigns of the parties; provided, however,
          that except as herein expressly provided, this Agreement shall not
          be
          assignable either by the Company (except to an affiliate of the Company)
          or by
          Employee.

      

      


      
        6.8  Counterparts.  This
          Agreement may be executed in one or more counterparts, all of which taken
          together shall constitute one and the same Agreement.

      

      


      
        6.9  Withholdings.  All
          compensation and benefits to Employee hereunder shall be reduced by all
          federal,
          state, local and other withholdings and similar taxes and payments required
          by
          applicable law.

      

       

      
        
          
          

        

        
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        6.10  Remedies.  All
          rights and remedies of the Company hereunder shall be cumulative and the
          exercise of any right or remedy shall not preclude the exercise of
          another.

      

      


      
        6.11  Interpretation
          Review.  Counsel in the negotiation and execution of this
          Agreement has represented both parties to this Agreement, and no inference
          shall
          be drawn against the drafting party.  Employee acknowledges that he
          has in fact reviewed and discussed this Agreement with his counsel and
          that he
          understands and assents to the terms hereof.

      

      


      
        6.12  Arbitration.  Any
          controversy or claim arising out of or relating to this agreement, or breach
          thereof shall be settled by binding arbitration to be held in Dallas, Texas,
          in
          accordance with the Rules of the American Arbitration Association, and
          judgement
          upon any proper award rendered by the arbitrators may be entered in any
          court
          having jurisdiction thereof. There shall be three (3) arbitrators, one
          (1) to be
          chosen directly by each party at will, and the third arbitrator to be selected
          by the two (2) arbitrators so chosen. To the extent permitted by the rules
          of
          the American Arbitration Association, the selected arbitrators may grant
          equitable relief. Each party shall pay the fees of the arbitrator selected
          by
          him and his own attorneys, and the expenses of his witnesses and all other
          expenses connected with the presentation of his case. The cost of the
          arbitration including the cost of the record of transcripts thereof, in
          any,
          administrative fees, and all other fees and cost shall be borne equally
          by the
          parties.

      

      


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

      


      


      AS
        TO THE
        COMPANY

      


       

      
        By:__
/s/
          Rene Morissette
          ________ 

                 Rene
          Morissette 

                 Title:
          CEO.

        


        


        EMPLOYEE:

        


         

        __
          /s/ Venancio
          Pardo ___________ 

            Venancio
          Pardo 



       

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