Exhibit 10.5


 


Employment Agreement


Graeme Cooksley


 


In consideration of the
mutual covenants and conditions contained herein, the parties intending to be
legally bound, agree as follows:


 


Section 1


Employment


 


Employment – The Company
hereby employees Graeme Cooksley “Employee” as President, Asia Pacific of SSA
Acquisition Corporation the “Company”, subject to the terms and conditions set
forth below. Effective August 1, 2000.


 


Term – Except as otherwise
provided herein, this Agreement shall remain in effect for 1 year (the “Initial
Term”) and shall be subject to the termination clause herein, be automatically
renewed for successive one year periods. (The renewal term).


 


Section 2


Compensation and Benefits


 


Compensation – As
compensation for Employee’s services Employee will receive


Base
Salary @ USD$250,000 payable over regular pay periods


Bonus
@ USD$125,000*


On-Target
Earnings (OTE) of $375,000


 


*Definition of Bonus Calculation:


$3l,250
Annual Total Company Operating Income Bonus- Based on achieving 100% of Total
Company Operating Profit. Payment: Within 30 days of the close of the fiscal
year-end audit.


 


$31,250
Annual Regional Operating Income Bonus- Based on achieving 100% of Regional
Operating Profit. Payment: Within 30 days of the close of the fiscal year-end
audit.


 


$31,250
Quarterly Regional Operating Income Bonus, $7,820 per Quarter- Based on
achieving 100% of the Quarterly Regional Opening Profit. Payment: Within 30
days of the close of the quarterly audit.


 


$31,250
Quarterly Discretionary Performance Bonus, $7,820 per Quarter – Quarterly
discretionary bonus paid on the MBO to be defined within the next 30 days. MBO
to include variables based on collections and AR day sales outstanding.


 


Overage/Underage
Provision – Quarterly Operating Income Bonus will be paid for achievement of 70% - 115% on a pro-rata basis with a look-back
provision. Annual Operating Income bonus, will be paid for achievement
beginning at 70% on a pro-rata basis with no cap on over-achievement.


 


Car
Allowance – USD $2,000 per month


Pension
Program – To continue as currently structured as a percentage of the on target
earnings.


Equity
– You will be eligible for equity subject to Board Approval.


Benefits
- Employee will be eligible to participate in all Company benefit plans on the
same terms as any other employee. Based on the Pacific Plan.


 


Duties – Employee will
devote his full business time and attention and best efforts to the affairs of
the Company and Employee shall not engage in any other business duties or
pursuits or render any services of a professional nature to any other entity or
person, without the prior written consent of the Company.


 

















 


Section 3


Termination


 


Termination for Cause – The
Company shall have the right at any time, exercisable upon 10 days’ written
notice, to terminate Employee’s employment for “Cause”. “Cause shall mean (1)
gross negligence or wilful misconduct by Employee in the performance of
Employee’s obligations hereunder, (2) material breach of any provision of this
Agreement and, if such breach is susceptible to cure, such breach is not cured
within 10 days of written notice to Employee, (3) felony conviction, (4) fraud,
embezzlement or any other illegal or wrongful conduct substantially detrimental
to the Company, (5) intentionally imparting material confidential information
relating to the Company other than in the course of Employee’s duties. Upon
termination for Cause, Employee shall be entitled to receive Base Salary,
unpaid accrued vacation and benefits through the effective date of the termination.  No other payments or compensation of any
kind will be paid.


 


Resignation – Employee may
resign and terminate his employment at any time by giving 30 days’ written
notice. Employee will receive the same payment as outlined in Termination for
Cause.


 


Termination Due to Death or
Disability – This agreement shall automatically terminate upon Employee’s
death. In addition, if Employee is unable to perform his duties by reason of
any mental or physical disability or incapacity for a period of 90 consecutive
days, the Company may terminate his employment upon 30 days’ written notice.
Employee will receive the same payment as outlined in Termination for Cause
except as otherwise provided under the Company’s Disability plan.


 


Termination Without Cause;
Resignation With Good Reason – The Company shall have the right, exercisable
upon 10 days’ prior written notice, to terminate Employee’s employment under
this Agreement for any reason or for no reason, at any time. The Employee shall
have the right, execisable upon 10 days’ prior written notice, to terminate his
employment under this Agreement for “Good Reason”. “Good Reason” shall mean any
of the following actions by the Company: (l) material reduction in Employee’s
title or responsibilities, (2) material breach by the Company of any provision
of this Agreement and, if such breach is susceptible to cure, such breach is
not cured within 10 days of written notice to the Company. If Employee is  terminated without Cause or resigns with
Good Reason, Employee will be entitled to receive base salary, unpaid accrued
vacation and benefits for the greater of 12 months or the minimum statutory
obligations per Australian law and no other payments of any kind.


 


Section
4


Certain
Agreements


 


Confidentiality – Employee
acknowledges that the Company owns and will own and has developed and will
develop proprietary information concerning its business and its customers and
clients (“Proprietary Information”). Such Proprietary Information includes,
among other things, trade secrets, financial information, product plans,
customer lists, marketing plans, systems, manuals, training materials,
forecasts, inventions, improvements, ideas, know-how and other intellectual
property. Employee shall, at all times, both during employment by the Company
and thereafter, keep all Proprietary Information in confidence and trust and
will not use or disclose any Proprietary Information without the written
consent of the Company, except as necessary in the
ordinary course of Employee’s duties. Employee shall keep the terms of this
Agreement in confidence and trust and shall not disclose such terms.


 


Company Property –Employee
recognizes that all Proprietary Information, however stored or memorialized,
and all identification cards, keys, access codes, marketing materials,
documents, records and other equipment or property which the Company provides
are  the sole property of the
Company. Upon termination Employee shall (1) refrain from taking any such
property from the Company’s premises and (2) return any property in Employee’s
possession.


 


Assignment of Inventions to
the Company – Employee will promptly disclose to the Company all improvements,
inventions, formulas, ideas, works of authorship, processes, computer programs,
know-how


 


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and trade secrets  developed, whether or not patentable,
made or conceived or reduced to practice or developed by Employee, either alone
or jointly with others, during his employment or using the Company’s equipment,
supplies, facilities or trade secret information
(collectively, “Inventions”). All Inventions, and other intellectual property
rights shall be the sole property of the Company and shall be “works made for
hire.” Employee hereby assigns to  the
Company any rights Employee may have or acquire in all Inventions and agrees to
perform, during and after employment with the Company, at the Company’s
expense, all acts reasonably necessary by the Company in obtaining and
enforcing intellectual property rights with respect to such Inventions.
Employee hereby irrevocably appoints the Company and its officers and agents as
Employee’s attorney-in-fact to act for and in Employee’s name and stead with
respect to such Inventions.


 


Non-Solicitation of Other
Employees and Agents – For a period of 18 months after termination hereof,
Employee will not encourage, solicit, induce, or attempt to encourage, solicit
or induce any other employee or any independent contractor, agent or  representative of the Company to leave
his/her employment or terminate his/her relationship with the Company.  In addition for a period of 18 months after
termination hereof, Employee will not hire or attempt to hire any person who is
an employee, contractor, agent or representative of the Company at such time or
who has been an employee, contractor, agent or representative of the Company at
any time within six month preceding such time.


 


Non-Solicitation of Customer,
Clients, and Suppliers. For a period of 18 months after termination hereof,
Employee will not, directly or indirectly, (1) solicit, divert or attempt to
solicit or divert, on behalf of any other business competitive with the
Company, any customer or client of the Company, or any prospective customer or
client of the Company, at the time of, or within one year prior to, termination
hereof, or (2) interfere with any business relationship between the Company and
any business which supplies products or services to the Company.


 


Covenant Not to Compete – For a
period of 18 months after termination hereof, Employee will not own, manage,
participate in, become employed by or be connected in any manner with any
business that competes with the Company in the development, production,
marketing or servicing of any service or product (1) with which Employee was
involved in the course of Employee’s employment or (2) of which Employee has
gained knowledge in the course of Employee’s employment.  Employee acknowledges that the Company
conducts or will conduct its operations throughout the United States and
worldwide and that Employee therefore shall not, during the period specified
above, engage in such competitive conduct anywhere in the world.  Notwithstanding the foregoing, Employee may
beneficially own publicly traded securities representing not more than 2% of
any business that competes with the Company.


 


Remedies – Employee recognizes
that irreparable harm would result from any breach by Employee of the covenants
in this Section 4 and that monetary damages alone would not provide adequate
relief, and therefore, Employee acknowledges that in such case injunctive
relief its proper, in addition to any other relief the Company may seek.  In the event the Company brings an action to
enforce any provision of this Article 4, the non-prevailing party shall pay to
the prevailing party all costs and expenses, including attorneys’ fees, which
the prevailing party incurs in such action.


 


Section
5


Miscellaneous
Provisions


 


Severability – The parties
agree that it is not their intention to violate any public policy or statutory
or common law.  If any provision of this
Agreement, or the application of any such provision to any person or
circumstance, shall be judicially declared to be invalid, unenforceable, void
or voidable, such decision will not have the effect of invalidating, voiding or
rendering voidable the remainder of this Agreement.


 


Governing Law – This Agreement
shall be governed by and construed and enforced in accordance with the laws
Australia without regard to its principles of conflicts of laws.


 


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Employee has read this
Agreement carefully and understands and accepts the obligations which it
imposes upon Employee without reservation. 
No other promises or representations have been made to Employee to
induce Employee to sign this Agreement. 
Employee is signing this Agreement voluntarily and freely.


 


	
  COMPANY:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  SSA
  Acquisition Corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Victor
  Shepherd

  	
   

  	
  /s/ Graeme
  Cooksley

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
    CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
    4-1-01

  	
   

  	
   

  	
   

  
							



 


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