Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”) is made and effective this April 1, 2004, by and between Vista
Exploration Corporation and its wholly owned subsidiary, ICOP Digital, Inc. (“Company”) and Charles A.
(Bud) Ross, Sr. (“Executive”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.  Employment.


 


Company
hereby agrees to employ Executive as its Chairman and Chief Executive Officer (CEO) and Executive hereby accepts
such employment in accordance with the terms of this Agreement and the terms of
employment applicable to regular employees of Company.  In the event of any conflict or ambiguity
between the terms of this Agreement and terms of employment applicable to
regular employees, the terms of this Agreement shall control.


 


2.  Duties of Executive.


 


The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the bylaws of
the Company and such other duties and projects as may be assigned by the board
of directors of the Company.  Executive
shall devote a substantial amount of his productive time, ability and attention
to the business of the Company and shall perform all duties in a professional,
ethical and businesslike manner. In addition to the duties described herein,
Executive is also authorized and directed to do the following:  Supervise and coordinate all engineering
activities and product development.


 


PRIMARY DUTIES AND RESPONSIBILITIES:


JOB
TITLE: Chairman & CEO


 


ACCOUNTABILITY:
Reports to the Board of Directors


 


JOB DESCRIPTION: Oversee the engineering design and manufacture of the
company’s products. Participate in forecast and budget process. Gather and
analyze market research data, utilizing published studies, analysis of
competitive products and personal interviews with competitors and industry
organizations. Build rapport, communicate and interact with employees,
investors and customers. Organize and lead visits with domestic and
international companies, trade shows and conferences.


 


Negotiate and manage contracts to ensure achievement of profitability
and sales objectives.


 


3.  Compensation.


 


Executive
will be paid compensation during this Agreement as follows:


 


A.  A base salary of $180,000.
per year, payable in installments according to the Company’s regular payroll
schedule.  The base salary shall be
adjusted upward at the discretion of the board of directors.


 


4.  Benefits.


 


A.  Medical Insurance.  Company agrees to provide Executive with a
medical, hospital and dental plan for Executive in the amount equal to 100% of
total premium, as approved by Company, during this Agreement.  Executive shall be responsible for payment of
any federal or state income tax imposed upon these benefits.


 





















 


B.  Stock Option Plans.  Executive shall be entitled to participate in
any Stock Option Plan and 401K Plan adopted by Company.


 


C.  Expense Reimbursement.  Executive shall be entitled to reimbursement
for all reasonable expenses, including travel and entertainment, incurred by Executive
in the performance of Executive’s duties. 
Executive will maintain records and written receipt and Expense Reports
as required by the Company policy and reasonably requested by the board of
directors to substantiate such expenses.


 


D.  Auto Allowance.  Executive shall be entitled to a car provided
by the company including insurance coverage or a monthly car expense allowance
of $850.00.


 


5.  Term and Termination.


 


A.  The Initial Term of this Agreement shall
commence on April 1, 2004 and it shall continue in effect for a period of five
(5) years.  Thereafter, the
Agreement shall be renewed upon the mutual agreement of Executive and Company.


 


B.
This Agreement may be terminated by Executive at Executive’s discretion by
providing at least thirty (30) days prior written notice to Company.  In the event of termination by Executive
pursuant to this subsection, Company may immediately relieve Executive of all
duties and immediately terminate this Agreement, provided that Company shall
pay Executive at the then applicable base salary rate to the termination date
included in Executive’s original termination notice.


 


C.  In the event that Executive is in breach of
any material obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct which is
dishonest, damages the reputation or standing of the Company, or is convicted
of any criminal act or engages in any act of moral turpitude, then Company may
terminate this Agreement upon one (1) days notice to Executive.  In event of termination of the agreement
pursuant to this subsection, Executive shall be paid only at the then
applicable base salary rate up to and including the date of termination.  Executive shall not be paid any incentive Bonus
payments or other compensation, prorated or otherwise.


 


D.  In the event Company is acquired, or is the
non-surviving party in a merger, or sells all or substantially all of its
assets, this Agreement shall not be terminated and Company agrees to use its
best efforts to ensure that the transferee or surviving company is bound by the
provisions of this Agreement.


 


6.  Notices.


 


Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery services;


 


If
to Company:


 


ICOP Digital, Inc.


11011 King Street, Suite 260


Overland Park, KS 66210


 


If to Executive:


Charles A. (Bud) Ross, Sr.


11952 Farley


Overland Park, KS 66213


 





















 


7.  Final Agreement.


 


This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof.  This
Agreement may be modified only be a further writing that is duly executed by
both parties.


 


8.  Governing Law.


 


This
Agreement shall be construed and enforced in accordance with the laws of the
State of Kansas.


 


9.  Headings.


 


Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.


 


10.  No Assignment.


 


Neither
this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company’s absolute discretion.


 


11.  Severability.


 


If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.


 


12.  Arbitration.


 


The
parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement.  Any controversy, claim or dispute that cannot
be so resolved shall be settled by final binding arbitration in accordance with
the rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof.  Any such
arbitration shall be conducted in Johnson County Kansas,
or such other place as may be mutually agreed upon by the parties.  Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person to act
arbitrator, and the two arbitrators so selected shall select a third arbitrator
within ten (10) days of their appointment. 
Each party shall bear its own costs and expenses and an equal share of
the arbitrator’s expenses and administrative fees of arbitration.


 


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


 


	
  ICOP Digital, Inc.

  	
  Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ David C. Owen

  	
   

  	
  /s/ Charles A. Ross, Sr.

  	
   

  
	
  David C. Owen

  	
  Charles A. (Bud) Ross, Sr.

  
	
  President