Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”),
effective as of December 2nd, 2005, is by and between Vintacom
Acquisition Company, ULC, an Alberta Unlimited Liability Company (“Vintacom”), and Brad Hogg
(“Executive”).


 


WHEREAS, CGI Holding Corporation,
d/b/a Think Partnership Inc., is
a publicly traded Nevada corporation having its headquarters in the State of
Illinois (“THK”) and Vintacom is a wholly-owned subsidiary of THK; and


 


WHEREAS, Vintacom desires to employ Executive,
and Executive desires to accept such employment, pursuant to the terms and
conditions set forth below.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements contained herein, as
well as for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.             Employment. 
Vintacom hereby employs Executive, and Executive accepts such
employment, in accordance with the terms and conditions hereinafter set forth.


 


2.             Duties. 
Executive shall be employed as President of Vintacom, at its principal
offices at 210 10335 178 Street, Edmonton, Alberta, Canada T5S 1R5 or at other
offices designated by Vintacom, subject to such travel as the rendering of
services hereunder may require, and Executive shall perform and discharge well
and faithfully the duties which may be assigned to him from time to time by the
Board of Directors of Vintacom (the “Board”) in connection with the
conduct of Vintacom’s businesses (the “Business”). Executive will report
directly to the President of THK and the Chief Operating Officer of THK. The
duties of Executive shall be those that are customarily performed by a president
of the same or similar title in a company with similar revenues, together with
such duties that may from time to time be requested provided such additional
duties are reasonably related to the scope of employment of Executive.  Notwithstanding the foregoing, the parties
acknowledge and agree that, as President, Executive shall operate Vintacom
consistently with Section 7.2 of that certain Agreement, of even date
herewith, by and among THK, Vintacom, Vintacom Holdings, Inc., certain
shareholders of Vintacom and Brad Hogg, as Agent.


 


3.             Extent of Services. 
Executive shall devote his entire time and best efforts to the Business
and shall not, during the term of this Agreement, be engaged (whether or not
during normal business hours) in any other business or professional activity;
provided, however, that the provisions of this Section 3 shall not be
construed as preventing Executive from engaging in a reasonable level of
charitable activities nor investing his personal assets in businesses which do
not compete with THK, Vintacom or the Business, in such form or manner as will
not require any services on the part of Executive in the operation or the
affairs of the companies in which such investments are made and in which his
participation is solely that of a passive investor.


 


4.             Compensation. 
For all services rendered by Executive under this Agreement, Vintacom shall
pay Executive for the period from and after the date of this Agreement through the
three (3) year anniversary of the date of this Agreement, an annual base compensation
in an amount equal to $300,000 CDN.  Any
raises or bonuses paid to Executive during the term of his employment shall be


 





















 


solely
within the discretion of the Board. Executive shall be paid in accordance with
the customary payroll practices of Vintacom, subject to such deductions and
withholdings as may be required by law or agreed to by Executive. During the
term of his employment, Executive shall generally be entitled to participate in
benefit plans or programs which are generally made available to Vice Presidents
of THK’s WebSourced, Inc. subsidiary (“WebSourced”), subject to all of
the rules, regulations, terms and conditions applicable thereto.  A general summary of WebSourced’s generally
available Vice Presidents benefits as currently in effect is attached hereto as
Attachment A. Vintacom shall have the right at any time to put into
place arrangements pursuant to which some or all of Executive’s compensation
and/or benefits set forth above shall be provided to Executive by or through THK
or other companies affiliated with THK and Vintacom (rather than directly by Vintacom),
and Executive shall fully cooperate with such arrangements and shall promptly
sign such documents and take all such other actions as shall be deemed
necessary by the legal counsel for Vintacom in order to facilitate such
arrangements, provided that such arrangements shall not in any event reduce any
of the compensation, benefits and perks to which Executive is entitled under
this Agreement as of the signing hereof.


 


5.             Term. 
This Agreement shall commence on the date first set forth above and
shall continue until the three (3) year anniversary of the date hereof, unless
earlier terminated in accordance with Section 6 of this Agreement.


 


6.             Termination of Employment.


 


(a)           Death or Disability of Executive. 
The employment of Executive under this Agreement shall terminate upon
his death or, at the option of Vintacom, if Executive shall be prevented from
fully performing his duties hereunder as a result of his disability or illness
for a continuous period of one hundred eighty (180) days, and Executive shall
only be entitled to be paid vacation pay and base salary earned or accrued
through the date of termination, and no severance payment shall be due or
payable to Executive in such event.


 


(b)           By Relocation.  In the event that Executive’s duties require
relocation to another geographic location, Executive declines to accept such
transfer to such other geographic location and a suitable position cannot be
arranged at Executive’s current location (in Executive’s sole discretion), then
Executive’s employment hereunder shall be deemed terminated without cause
effective ninety (90) days after the notice to Executive of the request for
relocation, and Executive shall only be entitled to be paid vacation pay and
base salary earned or accrued through the date of termination, and no severance
payment shall be due or payable to Executive in such event, provided that this
shall not affect Executive’s right to receive any compensation or consideration
under any other Agreement with Vintacom or THK. 
Vintacom agrees that it shall not require Executive to relocate outside
of the Edmonton metropolitan area during the initial three (3) year term (the “Initial
Term”) of this Agreement unless Vintacom shall become insolvent during the
Initial Term.


 


(c)           Termination “For Cause”. 
Vintacom shall have the right to terminate the employment of Executive under
this Agreement “For Cause,” as such term is defined below, at any time without
further liability or obligations to Executive, excepting only that Executive
shall be entitled to be paid vacation pay and base salary earned or accrued
through the date of termination, and no severance payment shall be due or
payable to Executive in such event. For purposes of this Agreement, “For Cause”
shall refer to any of the following events as


 


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determined in the judgment of the Board: (1) Executive’s
repeated gross neglect of or negligence in the performance of his duties; (2) Executive’s
failure or refusal to follow instructions given to him by the Board or the Board
of Directors of THK; (3) Executive’s repeated violation of any provision of THK’s
or Vintacom’s Bylaws or of their other stated policies, standards, or
regulations; (4) Executive being investigated, indicted, convicted or plea
bargaining in regard to any criminal offense, other than minor traffic
violations, based on Executive’s conduct occurring during the term of this
Agreement; (5) Executive’s violation or breach of any material term, covenant
or condition contained in this Agreement; or (6) failure of Executive to
perform his assignments and duties hereunder at a level that is deemed to be
acceptable by THK’s Chief Executive Officer, which failure continues for more
than thirty (30) days following receipt of written notice from THK’s Chief
Executive Officer.


 


(d)           Accrued Salary.  In the event that Vintacom or Executive terminates
this Agreement for any reason whatsoever, Executive shall be paid (less all
applicable deductions) all earned and accrued base compensation due to Executive
for services rendered up to the date of termination.


 


(e)           Severance Payment. 
Except in the case of termination pursuant to Section 6(a) (death
or disability of Executive), Section 6(b) (relocation), or Section 6(c)
(For Cause), in the event that Vintacom terminates this Agreement Executive
shall be paid on the date of termination a severance amount equal to all
amounts of his annual base compensation, less all applicable deductions, that
would have become due and owing to Executive through the three year anniversary
of the date of this Agreement, as if Executive’s employment with Vintacom had
not been terminated prior thereto.


 


7.             Non-Competition and
Non-Solicitation.


 


(a)           Executive’s acknowledges that the services to be performed by him
under this Agreement are of a special, unique, unusual, extraordinary and
intellectual character, and the provisions of this Section 7 are
reasonable and necessary to protect the Business.


 


(b)           In consideration of the foregoing acknowledgments by Executive,
and in consideration of the compensation and benefits to be paid or provided to
Executive by Vintacom, Executive covenants that he will not, during the term of
this Agreement and for a period of one (1) year thereafter, directly or
indirectly:


 


(1)           except in the course of his employment hereunder, engage or invest
in, own, manage, operate, finance, control, or participate in the ownership,
management, operation, financing, or control of, be employed by, associated
with, or in any manner connected with, any business whose products or services
compete in whole or in part with the products or services of Vintacom or THK
existing at the time Executive’s employment under this Agreement is terminated;
provided, however, that Executive may purchase or otherwise acquire up to (but
not more than) one percent (1%) of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of
1934;


 


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(2)           whether for Executive’s own account or for the account of any
other person, solicit business of the same or similar type of business then
being carried on by Vintacom or THK, from any person or entity known by Executive
to be a customer of Vintacom or THK, whether or not Executive had personal
contact with such person or entity during and by reason of Executive’s employment
with Vintacom;


 


(3)           whether for Executive’s own account or the account of any other
person (i) solicit, employ or otherwise engage as an employee, independent
contractor or otherwise, any person who is or was an employee of Vintacom or THK
at any time during the term of this Agreement or in any manner induce or
attempt to induce any employee of Vintacom or THK to terminate his employment
with Vintacom or THK, or (ii) interfere with Vintacom’s or THK’s relationship
with any person or entity, including any person or entity who at any time
during the term of this Agreement was an employee, contractor, supplier or
customer of Vintacom or THK; or


 


(4)           at any time during or after the term of this Agreement, disparage Vintacom,
THK or any subsidiary of THK, or any of their respective shareholders,
directors, officers, employees or agents.


 


(c)           If any covenant of this Section 7 is held to be
unreasonable, arbitrary or against public policy, such covenant will be
considered to be divisible with respect to scope, time and geographic area, and
such lesser scope, time or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary and not
against public policy, will be effective, binding and enforceable against Executive.


 


(d)           Executive
acknowledges and agrees that should Executive transfer between or among Vintacom
and any of its affiliated companies including, without limitation, any parent,
subsidiary or other corporately related entity (a “Vintacom Affiliate”)
wherever situated, or otherwise become employed by any Vintacom Affiliate, or
should he be promoted or reassigned to functions other than the duties set
forth in this Agreement, or should Executive’s compensation and benefit package
change (either higher or lower), the terms of this Section 7 shall
continue to apply with full force.


 


(e)           In the event Executive employment is terminated by Vintacom other
than pursuant to Section 6(a), Section 6(b), or Section 6(c),
Executive may, in his sole discretion, elect to waive any severance payment which
may otherwise be due and owing to Executive pursuant to Section 6(e)
above in exchange for Vintacom’s agreement that the restrictions of Section
7(b)(1) shall be deemed null and void and unenforceable against Executive and
Vintacom shall not attempt to enforce the same.


 


(f)            Executive agrees and acknowledges that Vintacom
does not have an adequate remedy at law for the breach or threatened
breach by Executive of this Section 7 and agrees that Vintacom may, in
addition to the other remedies which may be available to it under this
Agreement, file suit in equity to enjoin Executive from such breach or
threatened breach.


 


8.             Certain
Representations.  Executive acknowledges
that as a publicly traded company functioning under the recently enacted
Sarbanes-Oxley Act, THK and its subsidiaries including


 


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Vintacom are subject to close scrutiny
regarding their activities, internal financial controls, and public comments
and disclosures. To appropriately protect THK and its subsidiaries, including Vintacom,
Executive expressly acknowledges and agrees as follows:


 


(a)           Executive’s
employment by Vintacom shall be full-time employment. Except as expressly
provided herein, during the period of such employment by Vintacom, Executive shall
not have, provide or perform any work, advice, assistance, consultation,
analysis, input, participation, or interest whatsoever (including but not limited
to any financial interest, direct or indirect, legal or beneficial) in or for
the benefit of any corporation, partnership, joint venture, limited liability company,
sole proprietorship, or any other entity whatsoever, whether for-profit or
non-profit and regardless of whether or not such entity competes against the
Business, excepting volunteer activities for local churches or schools and
passive real estate investments or investments in publicly traded stocks
provided that such volunteer activities and investments do not interfere with
the performance of Executive’s work for Vintacom.


 


(b)           During
and following any termination of Executive’s employment by Vintacom for any
reason and under any circumstances whatsoever:


 


(1)           Executive
shall refrain from making any public or private disclosures regarding Vintacom,
THK, any subsidiary of THK or their respective officers, directors, employees
or shareholders, except disclosures of such information as may have been
publicly disclosed by THK or its subsidiaries including Vintacom from time to
time in press releases or in filings with the U.S. Securities and Exchange
Commission, and except as may be required by applicable law or court order; and


 


(2)           Executive
shall refrain from making public or private disparaging remarks regarding the
Business, Vintacom, THK, any subsidiary of THK or their respective officers,
directors, employees or shareholders, or THK’s common stock.


 


(c)           Executive
further represents, warrants and covenants as follows:


 


(1)           that
Executive is not subject to any contract, non-compete agreement, decree or
injunction which prohibits or restricts his performance of the duties set forth
herein with Vintacom, the continued operation of Vintacom’s business or the
expansion thereof to other geographical areas, customers and suppliers or lines
of business; and


 


(2)           that
no claims or lawsuits are pending at the time of this Agreement against Executive
or any corporation or other entity wherein he was or is an officer or director.


 


(d)           If
during the period of his employment by Vintacom, Executive violates this Section
8 or any of the representations, warranties and covenants made by Executive
in this Section 8 prove to be false, then following discovery of the
violation or falsehood, Executive shall immediately pay and turn over to Vintacom
any and all software, software programs, other work product, copyrights, domain
names, contract rights, accounts receivable, cash, stock, options, warrants,
membership interests, other interests, salary, bonuses, royalties, commissions,
fees and any and all other assets, consideration and compensation of any nature
whatsoever which has been obtained by Executive or any of his immediate family
members or affiliates (directly or indirectly, legally or beneficially) in regard
to such violation.


 


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9.             Nondisclosure
of Proprietary Information.  Executive
shall not, either during or after his employment with Vintacom, disclose to
anyone outside Vintacom or use other than for the purpose of the Business, any
Proprietary Information or any information received in confidence by Vintacom
from any third party. For purposes of this Agreement, “Proprietary Information”
is information and data, whether in oral, written, graphic, or machine-readable
form relating to Vintacom’s past, present and future businesses, including, but
not limited to, computer programs, routines, source code, object code, data,
information, documentation, know-how, technology, designs, procedures,
formulas, discoveries, inventions, trade secrets, improvements, concepts,
ideas, product plans, research and development, personnel information,
financial information, customer lists and marketing programs and including,
without limitation, all documents marked as confidential or proprietary and/or
containing such information, which Vintacom has acquired or developed and which
has not been made publicly available by Vintacom or by third parties in a
manner that is not in violation of any written agreement to not disclose such
information or materials.


 


10.           Return
of Documents.  Upon the termination
of Executive’s employment with Vintacom or upon the earlier request of Vintacom,
Executive shall return to Vintacom all materials belonging to Vintacom,
including all materials containing or relating to any Proprietary Information
in any written or tangible form that Executive may have in his possession or
control.


 


11.           Ownership
of Work Product.  Executive
hereby assigns to Vintacom his entire right, title and interest in all “Developments”.  “Developments” means any idea,
invention, design of a useful article (whether the design is ornamental or
otherwise), computer program including source code and object code and related
documentation, and any other work of authorship, or audio/visual work, written,
made or conceived solely or jointly by Executive during Executive’s employment
with Vintacom, whether or not patentable, subject to copyright or susceptible
to other forms of protection that relate to the actual or anticipated businesses
or research or development of Vintacom, or are suggested by or result from any task
assigned to Executive or work performed by Executive for or on behalf of Vintacom.
Executive acknowledges that the copyrights in Developments created by him in
the scope of his employment belong to Vintacom by operation of the law, or may
belong to a customer of Vintacom pursuant to a contract between Vintacom and
such customer. In connection with any of the Developments assigned above, Executive
agrees to promptly disclose them to Vintacom, and Executive agrees, on the
request of Vintacom, to promptly execute separate written assignments to Vintacom
and to do all things reasonably necessary to enable Vintacom to secure patents,
register copyrights or obtain any other forms of protection for Developments in
the United States and in other countries. In the event Vintacom is unable,
after reasonable effort, to secure Executive’s signature on any letters patent,
copyright or other analogous protection relating to a Development, whether
because of Executive’s physical or mental incapacity or for any other reason
whatsoever, Executive irrevocably designates and appoints Vintacom and its duly
authorized officers and agents as his agents and attorneys-in-fact to act for
and in his behalf and stead to execute and file any such application or
applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent, copyright or other analogous
protection thereon, with the same legal force and effect as if executed by Executive.
Vintacom, its subsidiaries, licensees, successors and assigns (direct or indirect),
are not required to designate Executive as the inventor or author of any
Development, when such Development is distributed publicly or otherwise. Executive
waives and releases, to the extent permitted by law, all of his rights to such
designation and any rights concerning future modifications of such
Developments.


 


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12.           Possession
of Other Materials.  Executive represents
that he will not use in the performance of Executive’s responsibilities for Vintacom,
any materials or documents of a former employer which are not generally
available to the public or which did not belong to Executive, unless Executive has
obtained written authorization from the former employer or other owner for
their possession and use and provided Vintacom with a copy thereof.


 


13.           Assignment.  This Agreement may not be assigned by Executive
under any circumstances. This Agreement may be assigned by Vintacom, or to any
successor of Vintacom in connection with a merger, consolidation, or sale of
all or substantially all of the assets of Vintacom or THK, so long as such
assignee assumes all of Vintacom’s obligations hereunder.


 


14.           Notices. 
Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing and sent by registered or certified mail, return
receipt requested, to the following address:


 


	
  To Executive:

  	
   

  	
  Brad Hogg

  
	
   

  	
   

  	
  Vintacom Holdings Inc.

  
	
   

  	
   

  	
  210 10335 178 Street

  
	
   

  	
   

  	
  Edmonton, Alberta Canada

  
	
   

  	
   

  	
  T5S 1R5

  
	
   

  	
   

  	
   

  
	
  To Vintacom:

  	
   

  	
  Think Partnership Inc.

  
	
   

  	
   

  	
  Attention: Chief
  Executive Officer

  
	
   

  	
   

  	
  5 Revere Drive, Suite
  510

  
	
   

  	
   

  	
  Northbrook, IL 60062

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Shefsky & Froelich Ltd.

  
	
   

  	
   

  	
  Attention: Michael J. Choate

  
	
   

  	
   

  	
  111 East Wacker Drive, Suite 2800

  
	
   

  	
   

  	
  Chicago, Illinois 60601

  



 


or to such other address as either Executive or THK may give to the
other from time to time by written notice in the manner set forth above.


 


15.           Waiver of Breach. 
Any waiver by Vintacom or Executive of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the other party.


 


16.           Choice of Law, Jury Waiver. 
This Agreement shall be deemed to have been made in the State of Illinois,
and shall take effect as an instrument under seal within Illinois.  The validity, interpretation and performance
of this Agreement, and any and all other matters relating to Executive’s employment
and separation of employment from Vintacom shall be governed by, and construed
in accordance with the internal law of Illinois, without giving effect to
conflict of law principles. Both parties agree that any action, demand, claim
or counterclaim (jointly “Action”) relating to (i) Executive’s
employment and separation of his employment, and (ii) the terms and provisions
of this Agreement or to its breach, shall be commenced in Illinois in a court
of competent jurisdiction. Both parties further acknowledge that venue shall
exclusively lie in Illinois and that material witnesses and documents would be
located


 


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in Illinois. Both parties further agree that
any Action shall be tried by a Judge alone, and both parties hereby waive and
forever renounce the right to a trial before a civil jury.


 


17.           Entire Agreement. 
This Agreement contains the entire agreement of the parties regarding the
subject matter hereof and
supersedes all prior or contemporary agreements or understandings, whether
written or oral with respect thereto.  This Agreement may be
changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is sought. Failure to insist upon strict compliance with
any provision of this Agreement shall not be deemed a waiver of such provision
or of any other provision in the Agreement.


 


18.           Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, when taken together, shall
constitute one and the same instrument.


 


 


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


 


 


	
  EXECUTIVE:

  	
  VINTACOM
  ACQUISITION COMPANY, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Brad Hogg

  	
   

  	
  By:

  	
    /s/ Gerard M.
  Jacobs

  	
   

  
	
  Name:

  	
    Brad Hogg

  	
   

  	
  Name:

  	
    Gerard M. Jacobs

  	
   

  
	
   

  	
   

  	
  Title:

  	
    President

  	
   

  



 





















 


Attachment “A”


 


Summary of WebSourced’s Vice Presidents’ Benefits as
of December, 2005


 


1.             Medical insurance
where a PPO or HMO plan is offered


2.             Dental and vision
insurance


3.             Fifteen (15) vacation
days per year


4.             Ten (10) paid
holidays per year


5.             Company paid
supplemental policies including Accident, Personal Recovery, Disability and
Cancer insurance


6.             Short Term Disability
coverage


7.             Company paid Long
Term Disability


8.             Company
paid executive life insurance plan with a death benefit of five times
Executive’s annual salary up to a maximum of $500,000.00