Exhibit 10.6


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT
effective as of the date on which the shareholders of Laser Recording Systems,
Inc. (“Laser”) approve the share exchange between Laser and SCL Ventures, Ltd.
(the “Company”) (the “Commencement Date”) by and between the Company and Joseph
Zumwalt (the “Executive”) (this “Agreement”).


 


The parties hereto wish
to enter into an employment agreement on the terms and conditions set forth
below.  Accordingly, in consideration of
the premises and the respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:


 


1.                                       Term. 
The Executive’s employment under this Agreement shall commence on the
Commencement Date and shall end, unless terminated earlier pursuant to
Section 4, at the close of business one (1) year following the
Commencement Date (the “Term”).


 


2.                                       Title, Duties and Authority.  The Executive shall serve as Senior Vice
President and Chief Financial Officer of the Company, and shall have such
responsibilities and duties (consistent with the Executive’s position as Senior
Vice President and Chief Financial Officer of the Company) as may from time to
time be assigned to the Executive by the board of directors of the Company (the
“Board”), and shall have all of the powers and duties usually incident to such
offices.  The Executive shall devote
substantially all of his working time and efforts to the business and affairs
of the Company, except for vacations, illness and incapacity; provided,
however, that the Executive may serve on the boards of directors of non-public
companies and charitable organizations and may devote reasonable time to
charitable and civic organizations, in all cases provided that the performance
of his duties and responsibilities on such boards and in such service does not
interfere substantially with the performance of his duties and responsibilities
under this Agreement.


 


3.                                       Compensation and Benefits.


 


(a)                                  Base Salary.  During the Term, the Company shall pay the Executive a base
salary (“Base Salary”) at the rate of Eighty-Two Thousand Dollars ($82,000) per
annum, payable in accordance with the Company’s regular payroll practices;
provided, however, that notwithstanding the foregoing, after the date as of
which the Company has raised, during the period commencing on the Commencement
Date, the sum of Ten Million Dollars ($10,000,000), the Base Salary shall
thereupon be prospectively increased to One Hundred Thousand Dollars ($100,000)
per annum.


 


(b)                                 Employee Health and Dental Benefits.  The Executive shall be entitled to
participate in the Company’s employee health and dental benefits plan during
the Term, as such plan may be in effect from time to time.


 


(c)                                  Expenses.  The Executive shall be entitled to receive prompt reimbursement
of his expenses incurred in the performance of his employment hereunder upon


 

















 


his submission to the
Company of reasonable and customary expense claims to the Company, in
accordance with the Company’s procedures for expense reimbursement.


 


(d)                                 Vacations.  The Executive shall be entitled to two (2) weeks paid vacation
during the Term with no right to carry over unused days.


 


(e)                                  Sick Pay.  The Executive shall be entitled to five (5) paid sick days during
the Term, with no right to carry over unused days.


 


4.                                       Termination.  The Executive’s employment hereunder with the Company may be
terminated under the following circumstances:


 


(a)                                  Death or Disability.  If the Executive shall die or become
disabled during the Term, the Company may terminate the Executive’s employment
hereunder for death or “Disability,” as applicable.  For purposes of this Agreement, the Executive’s “Disability”
shall be determined in the sole discretion of the Board.


 


(b)                                 Cause. 
The Company may terminate the Executive’s employment hereunder for
Cause.  For purposes of this Agreement,
the Company shall have “Cause” to terminate the Executive’s employment
hereunder upon:


 


(i)                                     the failure by the Executive to
substantially perform the Executive’s duties hereunder (other than any such
failure resulting from the Executive’s Disability which shall be subject to the
provisions of Section 4(a));


 


(ii)                                  the willful violation by the Executive of
any of the Executive’s material obligations hereunder;


 


(iii)                               the willful engaging by the Executive in
misconduct which is materially injurious to the business or reputation of the
Company or any of its affiliates; or


 


(iv)                              the Executive’s conviction of a felony.


 


Notwithstanding the
foregoing, the Executive shall not be terminated for Cause without:


 


(A)                              delivery of a written notice to the
Executive setting forth the reasons for the Company’s intention to terminate
the Executive’s employment hereunder for Cause;


 


(B)                                the failure of the Executive to cure the
nonperformance, violation or misconduct described in the notice referred to in
clause (A) of this paragraph, if cure thereof is possible, to the reasonable
satisfaction of the Board, within fifteen (15) days of the Executive’s receipt
of such notice; and


 


(C)                                an opportunity for the Executive,
together with the Executive’s counsel, to be heard before the Board.


 


(c)                                  Without Cause.  The Company may terminate the Executive’s employment hereunder
without Cause.


 

















 


(d)                                 Resignation.  The Executive may terminate the Executive’s employment hereunder
by his resignation.


 


5.                                       Compensation upon Termination.


 


(a)                                  Death or Disability.  If the Executive’s employment with the
Company hereunder is terminated on account of the Executive’s death or
Disability pursuant to Section 4(a), the Company shall as soon as
practicable pay to the Executive or the Executive’s estate, as applicable, or
as may be directed by the legal representatives of the Executive or the
Executive’s estate, as applicable, any Base Salary accrued and due to the
Executive under Section 3(a) through the date of the Executive’s death or
termination for Disability, as applicable. 
Other than the foregoing, the Company shall have no further obligations
to the Executive hereunder.


 


(b)                                 By the Company for Cause or By the
Executive.  If the Executive’s
employment with the Company hereunder is terminated by the Company for Cause
pursuant to Section 4(b) or by the Executive pursuant to
Section 4(d), the Company shall as soon as practicable pay the Executive
any Base Salary accrued and due to the Executive under Section 3(a)
through the Executive’s date of termination. 
Other than the foregoing, the Company shall have no further obligations
to the Executive hereunder.


 


(c)                                  Termination By the Company Without
Cause.  If the Company shall terminate
the Executive’s employment hereunder without Cause pursuant to
Section 4(c), then the Company shall:


 


(i)                                     as soon as practicable pay the Executive
any Base Salary accrued and due to the Executive under Section 3(a)
through his date of termination;


 


(ii)                                  continue to pay the Executive his Base
Salary in effect as of his date of termination for the lesser of the then
remainder of the Term or one (1) year (or until such earlier time that the
Executive violates the provisions of Section 6(a)), at the times such
payments would otherwise have been made under Section 3(a); and


 


(iii)                               provide the Executive for the lesser of
the then remainder of the Term or one (1) year (or until such earlier time that
the Executive violates the provisions of Section 6(a)), with continued
participation in the Company’s employee health and dental benefit plan, to the
extent that such a plan shall then continue to be in effect.


 


Other than the foregoing,
the Company shall have no further obligations to the Executive hereunder.


 


6.                                       Restrictive Covenant.


 


(a)                                  Reasonable Covenant.  It is expressly understood by and between
the Company and the Executive that the covenant contained in Section 6(b)
is an essential element of this Agreement and that but for the agreement by the
Executive to comply with such covenant and thereby not to diminish the value of
the organization and goodwill of the Company or any affiliate or subsidiary of
the Company, including relations with their employees, clients, customers and
accounts, the Company would not enter into this Agreement.  The Executive has independently consulted
with his legal counsel and after such consultation agrees that such covenant is
reasonable and proper.


 

















 


(b)                                 Nondisclosure of Confidential
Information.  The Executive shall keep
secret and confidential and shall not disclose to any third party in any
fashion or for any purpose whatsoever, any information regarding this
Agreement, or any other information regarding the Company or its affiliates or
subsidiaries which is not available to the general public, and/or  not generally known outside the Company or
any such affiliate or subsidiary, to which he has or shall have had access at
any time during the course of his employment with the Company, including,
without limitation, any information relating to the Company’s (and its
affiliates’ or subsidiaries’):


 


(i)                                     business, operations, plans, strategies,
prospects or objectives;


 


(ii)                                  products, technologies, processes,
specifications, research and development operations and plans;


 


(iii)                               customers and customer lists;


 


(iv)                              distribution, sales, service, support and
marketing practices and operations;


 


(v)                                 financial condition and results of
operations;


 


(vi)                              operational strengths and weaknesses; and


 


(vii)                           personnel and compensation policies and procedures.


 


Notwithstanding the
foregoing provisions of this Section 6, the Executive may discuss this
Agreement with the members of his immediate family and with his personal legal
and tax advisors and may disclose the existence of his employment with the
Company to any third party.


 


(c)                                  Specific Performance.  Without intending to limit the remedies
available to the Company or its affiliates or subsidiaries, the Executive
hereby agrees that damages at law would be an insufficient remedy to the Company
or its affiliates or subsidiaries in the event that the Executive violates any
of the provisions of this Section 6, and that, in addition to money
damages, the Company or its affiliates or subsidiaries may apply for and, upon
the requisite showing, have injunctive relief in any court of competent
jurisdiction to restrain the breach or threatened breach of or otherwise to
specifically enforce the covenant contained in Section 6 (b).


 


7.                                       Successors.  This Agreement cannot be assigned by any of the parties hereto without
the prior written consent of the other party hereto, except that it shall be
binding automatically on any successors and assigns of all or substantially all
of the business and/or assets of the Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise).


 


8.                                       Arbitration.  Except as provided in Section 6(c), all controversies,
claims or disputes arising out of or relating to this Agreement shall be
settled by binding arbitration under the rules of the American Arbitration Association,
as the sole and exclusive remedy of either party, and judgment upon such award
rendered by the arbitrators(s) may be entered in any court of competent
jurisdiction.  The costs of arbitration
shall be borne by the unsuccessful party or otherwise as determined by the
arbitrators in their discretion.


 

















 


9.                                       Governing Law.  The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Delaware without
regard to conflicts of law principles.


 


10.                                 Amendments.  No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing signed by the Executive and such officers of the Company as may be
specifically designated for such purpose by the Board.


 


11.                                 Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto.


 


12.                                 Survival.  The obligations of the parties hereto contained in Sections 5, 6
and 8 shall survive the termination of this Agreement.


 


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


 


	
   

  	
  SCL VENTURES, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mitchell Sepaniak

  	
   

  
	
   

  	
  Name:

  	
  Mitchell Sepaniak

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/  Joseph Zumwalt

  	
   

  
	
   

  	
  JOSEPH ZUMWALT