ex10_3.htm


    
      

    


    EXECUTIVE
      EMPLOYMENT
      AGREEMENT

     

    This
      Executive Employment Agreement, dated July 1, 2007 (the “Commencement Date”),
      is between Reprints Desk, Inc., a Delaware corporation (the “Company”), Derycz
      Scientific, Inc., a Nevada corporation (“Derycz”), and Peter Derycz, an
      individual residing at ___________________________ (“Executive”).

     

    1.
      Position and Responsibilities

     

    (a)
      Position. Executive is
      employed by the Company to render services to the Company and to Derycz in
      the
      positions of President and Chief Executive Officer as well as serving as a
      director and Chairman of the Boards of both the Company and
      Derycz.  Executive shall perform such duties and responsibilities as
      are normally related to such position in accordance with the standards of the
      industry and any additional duties now or hereafter assigned to Executive by
      the
      board of directors of the Company and Derycz. Executive shall abide by the
      rules, regulations, and practices as adopted or modified from time to time
      in
      the Company’s or Derycz’s sole discretion.

    


    (b)
      Other Activities. Except
      upon the prior written consent of the Company, Executive will not, during the
      term of this Agreement, (i) accept any other employment, or (ii) engage,
      directly or indirectly, in any other business activity (whether or not pursued
      for pecuniary advantage) that might interfere with Executive’s duties and
      responsibilities hereunder or create a conflict of interest with the Company
      or
      Derycz.

    


    (c)
      No Conflict. Executive
      represents and warrants that Executive’s execution of this Agreement,
      Executive’s employment with the Company, and the performance of Executive’s
      proposed duties under this Agreement shall not violate any obligations Executive
      may have to any other employer, person or entity, including any obligations
      with
      respect to proprietary or confidential information of any other person or
      entity.

    


    (d)
      Term. The term of
      employment of Executive by the Company pursuant to this Employment Agreement
      shall be for the period commencing on the Commencement Date and ending on June
      30, 2010, or such earlier date that Employee’s employment is terminated in
      accordance with the provisions of this Employment Agreement.

    


    2.
      Compensation and Benefits

     

    (a)
      Base Salary. In
      consideration of the services to be rendered under this Agreement, the Company
      shall pay Executive a salary at the rate of One Hundred Twenty Thousand Dollars
      ($120,000) per year (“Base Salary”). The
      Base Salary shall increase to Two Hundred Forty Thousand Dollars ($240,000)
      per
      year beginning on the first day of the quarter following the first quarter
      in
      which the consolidated revenues of Derycz exceed Three Million Dollars
      ($3,000,000).  The Base Salary shall be paid in accordance with the
      Company’s regularly established payroll practice.  Executive’s Base
      Salary will be reviewed from time to time in accordance with the established
      procedures of the Company for adjusting salaries for similarly situated
      employees and may be adjusted in the sole discretion of the
      Company.

    


    (b)
      Benefits. Executive shall
      be eligible to participate in the benefits made generally available by the
      Company to its employees, in accordance with the benefit plans established
      by
      the Company, and as may be amended from time to time in the Company’s sole
      discretion.

    


    (d)
      Expenses. The Company
      shall reimburse Executive for reasonable business expenses incurred in the
      performance of Executive’s duties hereunder in accordance with the Company’s
      expense reimbursement guidelines.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.
      At-Will Employment; Termination By
      the Company

    


    (a)
      At-Will Termination by the
      Company. The employment of Executive shall be “at-will” at all
      times.  The Company may terminate Executive’s employment with the
      Company at any time, without any advance notice, for any reason or no reason
      at
      all, notwithstanding anything to the contrary contained in or arising from
      any
      statements, policies or practices of the Company relating to the employment,
      discipline or termination of its employees.  Upon and after such
      termination, all obligations of the Company under this Agreement shall cease,
      unless Executive’s employment is terminated without Cause, in which case the
      Company shall provide Executive with the severance benefits described in Section
      3(b) below.

    


    (b)
      Severance.
Except in situations
      where
      the employment of Executive is terminated For Cause, By Death or By Disability
      (as defined in Section 4 below), in the event that the Company terminates the
      employment of Executive at any time, Executive will be eligible to receive
      an
      amount equal to three (3) months of the then-current Base Salary of the
      Executive payable in the form of salary continuation.  Executive’s
      eligibility for severance is conditioned on Executive having first signed a
      release agreement in the form attached as Exhibit A.  Executive shall
      not be entitled to any severance payments if Executive’s employment is
      terminated For Cause, By Death or By Disability (as defined in Section 4 below)
      or if Executive’s employment is terminated by Executive (in accordance with
      Section 5 below).

    


    4.
      Other Terminations By the Company

     

    (a)
      Termination for Cause. For
      purposes of this Agreement, “For Cause” shall
      mean: (i) Executive commits a crime involving dishonesty, breach of trust,
      or
      physical harm to any person; (ii) Executive willfully engages in conduct that
      is
      in bad faith and materially injurious to the Company, including but not limited
      to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive
      commits a material breach of this Agreement, which breach is not cured within
      twenty (20) days after written notice to Executive from the Company; (iv)
      Executive willfully refuses to implement or follow a lawful policy or directive
      of the Company, which breach is not cured within twenty (20) days after written
      notice to Executive from the Company; or (v) Executive engages in misfeasance
      or
      malfeasance demonstrated by a pattern of failure to perform job duties
      diligently and professionally.  The Company may terminate Executive’s
      employment For Cause at any time, without any advance notice.  The
      Company shall pay to Executive all compensation to which Executive is entitled
      up through the date of termination, subject to any other rights or remedies
      of
      Employer under law; and thereafter all obligations of the Company under this
      Agreement shall cease.

     

    (b)
      By Death. Executive’s
      employment shall terminate automatically upon Executive’s death.  The
      Company shall pay to Executive’s beneficiaries or estate, as appropriate, any
      compensation then due and owing.  Thereafter all obligations of the
      Company under this Agreement shall cease.  Nothing in this Section
      shall affect any entitlement of Executive’s heirs or devisees to the benefits of
      any life insurance plan or other applicable benefits.

    


    (c)
      By Disability. If
      Executive becomes eligible for the Company’s long term disability benefits or
      if, in the sole opinion of the Company, Executive is unable to carry out the
      responsibilities and functions of the position held by Executive by reason
      of
      any physical or mental impairment for more than ninety (90) consecutive days
      or
      more than one hundred and twenty days (120) in any twelve-month period, then,
      to
      the extent permitted by law, the Company may terminate Executive’s
      employment.  The Company shall pay to Executive all compensation to
      which Executive is entitled up through the date of termination, and thereafter
      all obligations of the Company under this Agreement shall
      cease.  Nothing in this Section shall affect Executive’s rights under
      any disability plan in which Executive is a participant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    5.
      At-Will Termination By Executive

     

    Executive
      may terminate employment with
      the Company at any time for any reason or no reason at all,

    upon
      four
      weeks’ advance written notice. During such notice period Executive shall
      continue to diligently perform all of Executive’s duties
      hereunder.  The Company shall have the option, in its sole discretion,
      to make Executive’s termination effective at any time prior to the end of such
      notice period as long as the Company pays Executive all compensation to which
      Executive is entitled up through the last day of the four week notice period.
      Thereafter all obligations of the Company shall cease.

    


    6.
      Termination Obligations

     

    (a)
      Return of
      Property.  Executive agrees that all property (including
      without limitation all equipment, tangible proprietary information, documents,
      records, notes, contracts and computer-generated materials) furnished to or
      created or prepared by Executive incident to Executive’s employment belongs to
      the Company and shall be promptly returned to the Company upon termination
      of
      Executive’s employment.

    


    (b)
      Resignation and Cooperation.
Upon termination of Executive’s employment, Executive shall be deemed to
      have resigned from all offices and directorships then held with the
      Company.  Following any termination of employment, Executive shall
      cooperate with the Company in the winding up of pending work on behalf of the
      Company and the orderly transfer of work to other
      employees.  Executive shall also cooperate with the Company in the
      defense of any action brought by any third party against the Company that
      relates to Executive’s employment by the Company.

    


    (c)
      Continuing Obligations.
Executive understands and agrees that Executive’s obligations under
      Sections 6, 7, and 8 herein (including Exhibits B and C) shall survive the
      termination of Executive’s employment for any reason and the termination of this
      Agreement.

    


    7.
      Inventions and Proprietary Information; Prohibition on Third Party
      Information

     

    (a)
      Proprietary Information
      Agreement. Executive agrees to sign and be bound by the terms of the
      Proprietary Information and Inventions Agreement, which is attached as Exhibit
      B
      (“Proprietary
      Information Agreement”).

    


    (b)
      Non-Solicitation.
Executive acknowledges that because of Executive’s position in the
      Company, Executive will have access to material intellectual property and
      confidential information.  During the term of Executive’s employment
      and for one year thereafter, in addition to Executive’s other obligations
      hereunder or under the Proprietary Information Agreement, Executive shall not,
      for Executive or any third party, directly or indirectly (i) divert or attempt
      to divert from the Company any business of any kind, including without
      limitation the solicitation of or interference with any of its customers,
      clients, members, business partners or suppliers, or (ii) solicit or otherwise
      induce any person employed by the Company to terminate his
      employment.

    


    (c)
      Non-Disclosure of Third Party
      Information. Executive represents and warrants and covenants that
      Executive shall not disclose to the Company, or use, or induce the Company
      to
      use, any proprietary information or trade secrets of others at any time,
      including but not limited to any proprietary information or trade secrets of
      any
      former employer, if any; and Executive acknowledges and agrees that any
      violation of this provision shall be grounds for Executive’s immediate
      termination For Cause and could subject Executive to substantial civil
      liabilities and criminal penalties.  Executive further specifically
      and expressly acknowledges that no officer or other employee or representative
      of the Company has requested or instructed Executive to disclose or use any
      such
      third party proprietary information or trade secrets.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    8.
      Arbitration

     

    a.
      ARBITRATION. EXCEPT AS PROVIDED IN SECTION 8(b) BELOW,
      EXECUTIVE  AGREES THAT ANY DISPUTE OR CONTROVERSY ARISING OUT OF,
      RELATING TO, OR

     

    CONCERNING
      ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT,
      SHALL
      BE SETTLED BY ARBITRATION TO BE HELD IN LOS ANGELES COUNTY, CALIFORNIA, IN
      ACCORDANCE WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION
      ASSOCIATION.  THE ARBITRATOR MAY GRANT INJUNCTIONS OR OTHER RELIEF IN
      SUCH DISPUTE OR CONTROVERSY. THE DECISION OF THE ARBITRATOR SHALL BE FINAL,
      CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION. JUDGMENT MAY BE
      ENTERED ON THE ARBITRATOR'S DECISION IN ANY COURT HAVING JURISDICTION. THE
      COMPANY SHALL PAY ALL OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH
      OF
      THE COMPANY AND EXECUTIVE SHALL SEPARATELY PAY THEIR COUNSEL FEES AND
      EXPENSES.

     

    THIS
      ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL
      AND
      RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
      EMPLOYER/EMPLOYEE RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 8(b) BELOW),
      INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

     

    i.
      ANY
      AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH
      EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING,
      BOTH
      EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS;
      NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
      INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
      DEFAMATION;

     

    ii.
      ANY
      AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL STATUTE,
      INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE
      CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967,
      THE
      AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
      CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et
      seq.;

     

    iii.
      ANY
      AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO
      EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    b.
      EQUITABLE REMEDIES. EXECUTIVE AGREES THAT IT WOULD BE IMPOSSIBLE OR INADEQUATE
      TO MEASURE AND CALCULATE THE COMPANY'S DAMAGES FROM ANY BREACH OF THE COVENANTS
      SET FORTH IN SECTIONS 1 AND 7 HEREIN. ACCORDINGLY, EXECUTIVE AGREES THAT IF
      EXECUTIVE BREACHES ANY OF SUCH SECTIONS, THE COMPANY WILL HAVE AVAILABLE, IN
      ADDITION TO ANY OTHER RIGHT OR REMEDY AVAILABLE, THE RIGHT TO OBTAIN AN
      INJUNCTION FROM A COURT OF COMPETENT JURISDICTION RESTRAINING SUCH BREACH OR
      THREATENED BREACH AND TO SPECIFIC PERFORMANCE OF ANY SUCH PROVISION OF THIS
      AGREEMENT. I FURTHER AGREE THAT NO BOND OR OTHER SECURITY SHALL BE REQUIRED
      IN
      OBTAINING SUCH EQUITABLE RELIEF AND I HEREBY CONSENT TO THE ISSUANCE OF SUCH
      INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.

     

    c.
      CONSIDERATION. EXECUTIVE UNDERSTANDS THAT EACH PARTY'S PROMISE TO RESOLVE CLAIMS
      BY ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, RATHER
      THAN
      THROUGH THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY'S LIKE PROMISE.
      EXECUTIVE FURTHER UNDERSTANDS THAT EXECUTIVE IS OFFERED EMPLOYMENT IN
      CONSIDERATION OF EXECUTIVE’S PROMISE TO ARBITRATE CLAIMS.

     

    


     

    9.
      Amendments; Waivers; Remedies

     

    This
      Agreement may not be amended or waived except by a writing approved by the
      Board
      of Directors and signed by Executive and by a duly authorized representative
      of
      the Company other than Executive. Failure to exercise any right under this
      Agreement shall not constitute a waiver of such right. Any waiver of any breach
      of this Agreement shall not operate as a waiver of any subsequent breaches.
      All
      rights or remedies specified for a party herein shall be cumulative and in
      addition to all other rights and remedies of the party hereunder or under
      applicable law.

     

    10.
      Assignment; Binding Effect

     

    (a)
      Assignment.  The
      performance of Executive is personal hereunder, and Executive agrees that
      Executive shall have no right to assign and shall not assign or purport to
      assign any rights or obligations under this Agreement.  This Agreement
      may be assigned or transferred by the Company; and nothing in this Agreement
      shall prevent the consolidation, merger or sale of the Company or a sale of
      any
      or all or substantially all of its assets.

    


    (b)
      Binding
      Effect.  Subject to the foregoing restriction on assignment by
      Executive, this Agreement shall inure to the benefit of and be binding upon
      each
      of the parties; the affiliates, officers, directors, agents, successors and
      assigns of the Company; and the heirs, devisees, spouses, legal representatives
      and successors of Executive.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11.
      Notices

     

    All
      notices or other communications required or permitted hereunder shall be made
      in
      writing and shall be deemed to have been duly given if delivered:  (a)
      by hand; (b) by a nationally recognized overnight courier service; or (c) by
      United States first class registered or certified mail, return receipt
      requested, to the principal address of the other party, as set forth
      below.  The date of notice shall be deemed to be the earlier of (i)
      actual receipt of notice by any permitted means, or (ii) two (2) business days
      following dispatch by overnight delivery service or five (5) business days
      following dispatch by the United States Mail.  Executive shall be
      obligated to notify the Company in writing of any change in Executive’s
      address.  Notice of change of address shall be effective only when
      done in accordance with this paragraph.

     

    Company’s
      Notice Address:

     

    Reprints
      Desk, Inc.

    10990
      Wilshire Boulevard, Suite
      1410

    Los
      Angeles, California 90024

    Attention:  General
      Counsel

    


    Executive’s
      Notice Address:

     

    Peter
      Derycz

    207
      10thStreet

    Santa
      Monica, California 90402

    


    12.
      Severability

     

    If
      any
      provision of this Agreement shall be held by a court or arbitrator to be
      invalid, unenforceable, or void, such provision shall be enforced to the fullest
      extent permitted by law, and the remainder of this Agreement shall remain in
      full force and effect. In the event that the time period or scope of any
      provision is declared by a court or arbitrator of competent jurisdiction to
      exceed the maximum time period or scope that such court or arbitrator deems
      enforceable, then such court or arbitrator shall reduce the time period or
      scope
      to the maximum time period or scope permitted by law.

     

    13.
      Taxes

     

    All
      amounts paid under this Agreement (including, without limitation, Base Salary
      and Severance) shall be paid less all applicable state and federal tax
      withholdings and any other withholdings required by any applicable
      jurisdiction.

     

    14.
      Governing Law

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California.

     

    15.
      Interpretation

     

    This
      Agreement shall be construed as a whole, according to its fair meaning, and
      not
      in favor of or against any party. Sections and section headings contained in
      this Agreement are for reference purposes only, and shall not affect in any
      manner the meaning or interpretation of this Agreement.  Whenever the
      context requires, references to the singular shall include the plural and the
      plural the singular.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    16.
      Obligations Survive Termination of Employment

     

    Executive
      agrees that any and all of Executive’s obligations under this Agreement,
      including but not limited to Exhibits B and C, shall survive the termination
      of
      employment and the termination of this Agreement.

     

    17.
      Counterparts

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original of this Agreement, but all of which together shall constitute
      one and the same instrument.

    


    18.
      Authority

    


    Each
      party represents and warrants that such party has the right, power and authority
      to enter into and execute this Agreement and to perform and discharge all of
      the
      obligations hereunder; and that this Agreement constitutes the valid and legally
      binding agreement and obligation of such party and is enforceable in accordance
      with its terms.

    


    19.
      Entire Agreement

     

    This
      Agreement is intended to be the final, complete, and exclusive statement of
      the
      terms of Executive’s employment by the Company and may not be contradicted by
      evidence of any prior or contemporaneous statements or agreements, except for
      agreements specifically referenced herein (including the Executive Proprietary
      Information and Inventions Agreement attached as Exhibit B and the Arbitration
      Agreement attached as Exhibit C).  To the extent that the practices,
      policies or procedures of the Company, now or in the future, apply to Executive
      and are inconsistent with the terms of this Agreement, the provisions of this
      Agreement shall control. Any subsequent change in Executive’s duties, position,
      or compensation will not affect the validity or scope of this
      Agreement.

     

    20.
      Executive Acknowledgement

     

    EXECUTIVE
      ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL
      CONCERNING THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE
      AGREEMENT, THAT EXECUTIVE IS FULLY AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE
      HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN JUDGMENT AND NOT ON ANY
      REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS
      AGREEMENT.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    


     

    REPRINTS
      DESK, INC.:

     

    


     

    By:           
      ____________________________________

    


    Name:                      
      Richard McKilligan

    Title:                      
      Chief Financial Officer

    


    DERYCZ
      SCIENTIFIC, INC.:

     

    


     

    By:           
      ____________________________________

    


    Name:                      
      Richard McKilligan

    Title:                      
      Chief Financial Officer

    


    


    EXECUTIVE:

    


    


    ____________________________________

    Peter
      Derycz


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    DERYCZ
      SCIENTIFIC,
      INC.

     

    TERMINATION
      CERTIFICATION

     

    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, materials, equipment, other
      documents or property, or reproductions of any aforementioned items belonging
      to
      Derycz Scientific, Inc., its subsidiaries, affiliates, successors or assigns
      (together, the “Company”).

     

    I
      further
      certify that I have complied with all the terms of the Company's Proprietary
      Information and Inventions Agreement signed by me, including the reporting
      of
      any inventions and original works of authorship (as defined therein), conceived
      or made by me (solely or jointly with others) covered by that
      agreement.

     

    I
      further
      agree that, in compliance with the Proprietary Information and Inventions
      Agreement, I will preserve as confidential all trade secrets, confidential
      knowledge, data or other proprietary information relating to products,
      processes, know-how, designs, formulas, developmental or experimental work,
      computer programs, data bases, other original works of authorship, customer
      lists, business plans, financial information or other subject matter pertaining
      to any business of the Company or any of its employees, clients, consultants
      or
      licensees.

     

    I
      further
      agree that for twelve (12) months from this date, I will not hire any employees
      of the Company and I will not solicit, induce, recruit or encourage any of
      the
      Company's employees to leave their employment.

     

    Date:
      ______________________

     

    ____________________


    (Employee's
      Signature)

     

    ____________________


    (Type/Print
      Employee's Name)