Exhibit 10.3
**EMPLOYMENT AGREEMENT**
     This Employment Agreement, dated this 1st day of December, 2000, is between Dac TechnologiesGroup International, Inc., a Florida corporation (the “Company”), and David A. Collins(“Employee”).
**WITNESSETH:**
     WHEREAS, the Company desires to employ Employee and to ensure the continued availability tothe Company of the Employee’s services, and the Employee is willing to accept such employment andrender such services, all upon and subject to the terms and conditions contained in this Agreement;
     NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in thisAgreement, and intending to be legally bound, the Company arid the Employee agree as follows:
1. Term of Employment.
(a) Term. The Company hereby employs the Employee, and the Employee hereby acceptsemployment with the Company, for a five (5) year period commencing on the date of this Agreement(the “Stated Term”). Thereafter unless Employee has been Terminated in accordance with Paragraph 5below, the Agreement shall be renewable for an additional five year period, under the same termsand conditions contained herein, at the option of Employee. Exercise of said option shall be inwriting no less than 90 days prior to the expiration of the original five year period.
(b) Continuing Effect. Notwithstanding any termination of this Agreement at the end of theStated Term or any option period, the provisions of Sections 6 and 7 shall remain in full force andeffect.
2. Duties.
(a) General Duties. The Employee shall serve as Chairman and Chief Executive Officer of theCompany, with duties and responsibilities that are customary for such Employee under Florida law orother laws, and rules and regulations to which the Company may be subject including its owninternal rules. The precise duties may be extended or curtailed at the discretion of Employereither orally or in writing. Employee recognizes that the Company is regulated by the federal andstate governments, including the United States Securities and Exchange Commission and the NationalAssociation of Securities Dealers. The Employee shall maintain all necessary licenses and skillsfor the rendering of said services required of him by the Company and the regulatory authorities.Should sales revenues, commissions, or other forms of compensation be generated from Employee’sactivities, they shall be paid directly to the Company and not to Employee. The Employee will usehis best efforts to perform his duties and discharge his responsibilities pursuant to thisAgreement competently, carefully and faithfully.
(b) Devotion of Time. The Employee will devote his frill time, attention arid energiesduring normal business hours (exclusive of periods of sickness and disability and of such normalholiday and vacation periods as have been established by the Company) to the affairs of the Companywhich he believes to be reasonably necessary to effectuate the Company’s goals. Any outsideemployment activities must be approved in advance by the Company.
 

 

(c) Location. The Employee will perform his services at the Company offices located in theFort Lauderdale, Florida area, or at such other location or locations as the Company may expandinto.
3. Compensation and Expenses.
(a) Salary. For services of the Employee to be rendered under this Agreement, the Companywill pay the Employee an annual base salary of $120,000 per annum during the first year of thisAgreement. For each subsequent year, Employee shall receive a 10% increase in base salary, assumingthat the Company is profitable. The Company will pay the Employee his annual salary in equalinstallments no less frequently than semi-monthly. Bonuses or other benefits may also be awarded atthe Company’s discretion.
(b) Expenses. In addition to any compensation received pursuant to Section 3(a), theCompany will reimburse or advance funds to the Employee for all reasonable travel, entertainmentand miscellaneous expenses incurred in connection with the performance of his duties under thisAgreement. Such reimbursement or advances will be made in accordance with the policies andprocedures of the Company in effect from time to time relating to reimbursement of or advances toEmployee.
4. Benefits.
(a) Vacation. Employee shall be entitled to three weeks paid vacation in each calendaryear during the term of this Agreement.
(b) Medical. Employee shall receive at no cost to Employee, medical and dental insurancefor Employee and any eligible dependents under any such plans that the Company has in effect.
(c) Stock Options. The Company has established an Employee Non-Qualified Stock Option Plan(“Stock Option Plan”). Employee shall be granted options to purchase a minimum of 35,000 shares ofthe Company’s stock during each year of this Agreement. Said options shall be granted every sixmonths, in the amount of 17,500 shares each, under such terms and conditions as established by theCompany’s Stock Option Plan. The Company may, at its discretion, award additional options toEmployee in excess of 35,000 per year.
5. Termination.
(a) Termination WithoutCause – By The Company. They Company may not terminate thisAgreement without cause.
(b) Termination WithoutCause – By the Employee. The Employee may terminate this Agreementat any time upon 30 days advance written notice to the Company. Employee agrees to perform allduties up to the date of termination. In the event that a competent replacement can not be found bythe Company during the 30 day notice period, Employee agrees to extend the notice period andcontinue to perform his duties until such replacement can be obtained, but in no circumstance willEmployee be required to extend the notice period more than an additional 60 days. Should Employeeelect to terminate this Agreement under the terms of this paragraph, the Company will discontinuepayment of benefits as provided in Section 4, except that, any stock options already granted willremain in force under the terms and conditions for which they were originally granted.
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(c) Termination for Cause. The Company may terminate the Employee’s employment pursuant tothe terms of this Agreement at any time for cause by giving written notice of termination,detailing the exact conditions it believes exist that allow for such termination. Such terminationwill become effective upon the giving of such notice. Upon any such termination for cause, theEmployee shall cease to receive compensation, bonus or reimbursement under Section 3 and Section 4.For purposes of this Section 5(c), “cause” shall mean: (i) the Employee is convicted of a felony;(ii) the Employee misappropriates Company funds or otherwise defrauds the Company; (iii) theEmployee materially breaches any provision of Section 6 or Section 7, (iv) the Employee fails toabide by the rules and regulations which regulate the Company’s business.
(d) Death or Disability. This Agreement and the obligations of the Company hereunder willterminate upon the death or disability of the Employee. For purposes of this Section 5(d),“disability” shall mean that Employee is incapable of substantially fulfilling the duties set forthin Section 2 because of physical, mental or emotional incapacity resulting from injury, sickness ordisease. Upon any such termination upon death or disability, the Company will pay the Employee orhis legal representative, as the case may be, his annual salary at such time pursuant to Section3(a) through the date of such termination of employment. Any stock options granted to Employeeshall remain in effect under the terms and conditions as provided by the Stock Option Plan.
(e) Continuing Effect. Notwithstanding any termination of the Employee’s employment asprovided in this Section 5, the provisions of Sections 6 and 7 shall remain in full force andeffect.
6. Noncompetition Agreement.
(a) Competition with the Company. During (i) the period in which the Employee is being paidby the Company pursuant to Section 3 or 5 and (ii) for a period of twelve (12) months, commencingon the date of termination of the period referred to clause (i) the Employee, directly orindirectly, in association with or as a stockholder, director, officer, consultant, employee,partner, joint venturer, member or otherwise of or through any person, firm, corporation,partnership, association or other entity, will not provide his services similar to those providedfor the Section 2(a) to any competitor of the Company, or engage in any business activity in directcompetition with the Company (“Prohibited Business”). The foregoing shall not prohibit Employeefrom owning 5% of the securities of any publicly traded enterprise or prohibit Employee fromproviding his services to any entity not engaged in business activities similar to the Company.
(b) Solicitation of Clients and Customers. Employee recognizes and acknowledges that theclients and customers of the Company were developed over many years and are a result of theexpenditure by the Company of enormous resources including time and money. This being so, Employee,directly or indirectly, will not solicit, service or contact any client or customer (as definedbelow) on behalf of any enterprise or business other than the Company, for the purpose of seekingor obtaining Prohibited Business from such client or customer, or referring Prohibited Businessfrom any client or Customer to any enterprise or business other than the Company or be paidcommissions based on sales relating to the Prohibited Business received from any customer by anyenterprise or business other than the Company. For purposes of this Section 6(b), the term “client”or “customer” means any person, firm, corporation, partnership, association or other entity towhich the Company has sold or provided goods or services. The term “client” or “customer” shallalso include “prospects” with whom the Company was negotiating the sale of its goods or servicesduring the period of Employee’s employment.
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(c) No Payment. The Employee acknowledges and agrees that no separate or additional paymentwill be required to be made to him in consideration of his undertakings in this Section 6.
7. Nondisclosure of Confidential Proprietary and/or Trade Secret Information. Employeeacknowledges that during his employment he will learn and will have access to confidential,proprietary and/or trade secret information regarding the Company and its affiliates, includingwithout limitation (i) confidential or secret plans, programs, documents, agreements, services oractivities of the Company and (ii) trade secrets, market reports, customer investigations, customerand client lists and other similar information that is proprietary information of the Company(collectively referred to as “confidential information”).
Employee acknowledges that such confidential information as is acquired and used by the Company isa special, valuable and unique asset. All records, files, materials and confidential informationobtained by the Employee in the course of his employment with the Company are confidential andproprietary and shall remain the exclusive property of the Company. The Employee will not, exceptin connection with and as required by his performance of his duties under this Agreement, for anyreason use for his own benefit or the benefit of any person or entity with which he may beassociated or disclose any such confidential information to any person, firm, corporation,association or other entity for any reason or purpose whatsoever without the prior written consentof the Company, unless such confidential information previously shall have become public knowledgethrough no action by or omission of the Employee. For a period of ten years following termination,Employee shall not disclose any confidential, proprietary, or trade secret information without theprior written consent of the Company.
8. Assignability. The rights and obligations of the Company under this Agreement shallinure to the benefit of and be binding upon the successors and assigns of the Company. TheEmployee’s rights and obligations hereunder may not be assigned or alienated and any attempt to doso by the Employee will be void.
9. Separability.
(a) The Employee expressly agrees that the character, duration and geographical scope of theprovisions set forth in this Agreement are reasonable in light of the circumstances as they existon the date hereof Should a decision, however, be made at a later date by a panel of arbitrators orcourt of competent jurisdiction that the character, duration or geographical scope of suchprovisions is unreasonable, then it is the intention and the agreement of the Employee and theCompany that this Agreement shall be construed by the court or arbitration panel in such manner asto impose only those restrictions on the Employee’s conduct that are reasonable in the light of thecircumstances and as are necessary to assure to the Company the benefits of this Agreement.
If, any court or arbitration shall refuse to enforce all of the separate covenants deemed includedherein because taken together they are more extensive than necessary to assure to the Company theintended benefits of this Agreement, it is expressly understood and agreed by the parties heretothat the provisions of this Agreement that, if eliminated, would permit the remaining separateprovisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of suchproceeding, from this Agreement.
(b) If any provision of this Agreement is deemed to be invalid or unenforceable or is prohibited bythe laws of the state or jurisdiction where it is to be performed, this Agreement shall beconsidered divisible as to such provision and such provision shall be inoperative in such state orjurisdiction and shall not be part of the consideration moving from either of the parties to the
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other. The remaining provisions of this Agreement shall be valid and binding and of like effect asthough such provision were not included.
10. Notice. Notices given pursuant to the provisions of this Agreement shall be sentcertified mail, postage prepaid, or by overnight courier, or by facsimile or otherwise to thefollowing addresses:     (a) To the Employee: David A. Collins3200 N. Ocean Blvd, Suite 1006Ft. Lauderdale, FL 33308(b) To the Company: Dac Technologies Group International, Inc.1601 Westpark Drive, MCLittle Rock, AR 72204(c) With a Copy to: Allan M. Lerner, Esq.2888 East Oakland Park BlvdFt. Lauderdale, FL 33306
Any party may from time to time designate any other address to which any such notice to it or himshall be sent. Any such notice shall be deemed to have been delivered upon receipt as hereinbeforeprovided.
11. Arbitration. Any dispute or controversy arising out of this Agreement shall bedetermined in arbitration to the Commercial Rules of the American Arbitration Association exceptthat if the Company seeks immediate injunctive relief to enforce the provision of paragraphs 6 or 7it may do so in any court of competent jurisdiction. The venue for such arbitration or courtproceeding shall be in Palm Beach County, Florida.
12. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with theinternal, substantive laws of the State of Florida without giving effect to the conflict of lawsrules thereof
(c) Waiver: Amendment. The waiver by any party to this Agreement or breach of any provisionhereof by any other party shall not be construed as a waiver of any subsequent breach by any party.No provision of this Agreement may be terminated, amended, supplemented, waived or modified otherthan by an instrument in writing signed by the party against whom enforcement of the termination,amendment, supplement, waiver or modification is sought.
(d) Counterparts. This Agreement may be executed in counterparts, all of which togethershall constitute one and the same instrument.
(e) Attorney Fees. In event of suit brought by either party to enforce the terms of thisAgreement, attorney’s fees and costs (through appeal) shall be awarded to the prevailing party.
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IN WITNESS WHEREOF, the Company and the Employee have executed this Agreement as of the date andyear first above written.      DAC TECHNOLOGIES GROUP