exhibit_10-5.htm


     

    Exhibit
      10.5


     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    This
      Executive Employment Agreement (this “Agreement”) is made as of this 5th day of
      March, 2007, between ACCOUNTABILITIES, INC., a Delaware
      Corporation (the “Company”), and STEPHEN DELVECCHIA (the
“Executive”).

    


    RECITALS

    


    It
      is the
      desire of the Company to retain the services of the Executive and to recognize
      the Executive’s contribution to the Company.

    


    The
      Company and the Executive wish to set forth certain terms and conditions of
      the
      Executive’s employment.

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the respective
      covenants and agreements set forth below, the parties hereto agree as
      follows:

    


    
      	
              1.

            	
              Positions
                and Duties.

            


    

    


    The
      Executive shall serve as Chief Financial
      Officer.  The Executive agrees to devote substantially
      all of his working time and efforts to the business and affairs of the
      Company.  The Executive further agrees that he shall not undertake any
      outside activities which create a conflict of interest with his duties to the
      Company, or which, in the judgment of the Board of Directors of the Company,
      interfere with the performance of the Executive’s duties to the
      Company.

    


    
      	
              2.

            	
              Term.

            


    

    


    This
      agreement shall commence as of the date stated above and shall continue until
      terminated according to the provisions of this agreement.

    


    3.      Compensation
      and Benefits.

    


    
      	
               

            	
              (a)

            	
              Salary
                and Bonuses.  The Executive’s base salary shall be $150,000
                per annum for the first 90 days, then increasing to $165,000 per
                annum
                after the 91st
                day.

            


    

    


    
      	
               

            	
              (b)

            	
              Stock
                Compensation.  The Executive shall be granted 60,000 shares
                of common stock of the Company.  Said stock shall vest over a
                three year period at the rate of 20,000 per year for three
                years.  The Executive must be employed by the Company to receive
                the stock.

            


    

    


    
      	
               

            	
              (c)

            	
              Profit
                Sharing.  The Executive shall be entitled to 1.5% of the
                fiscal year Net Profit, limited to 100% of base
                salary.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (d)

            	
              Expenses.  During
                the term of the Executive’s employment, the Executive shall be entitled to
                receive reimbursement for all reasonable and customary expenses incurred
                by the Executive in performing services for the Company in accordance
                with
                the Company’s reimbursement policies as they may be in effect from time to
                time.  The parties to this Agreement recognize that such
                policies may be amended and/or terminated by the Company at any
                time.  The Executive will also receive a $500.00 per month car
                allowance, and reimbursement for cell phone
                expenses.

            


    

    


    
      	
               

            	
              (e)

            	
              Health
                Benefits.  The Company shall pay the full premium amount for
                the Executive and his family for medical and dental
                coverage.

            


    

    


    
      	
               

            	
              (f)

            	
              401K.  The
                Executive shall be entitled to the same 401K program, if available,
                as may
                be in effect from time to time for the other
                executives.

            


    

    


    
      	
               

            	
              (g)

            	
              Life
                Insurance.  The Executive shall be entitled, if available,
                to the same Life Insurance program as may be in effect from time
                to time
                for the other executives.

            


    

    


    
      	
               

            	
              (h)

            	
              Vacation.  The
                Executive shall be entitled to three (3) weeks of paid vacation
                annually.  However, all vacation must be used in the present
                year and cannot be carried over into the following
                year.

            


    

    


    
      	
               

            	
              (i)

            	
              Other
                Benefits.  The Executive shall be entitled to participate in
                all employee benefit plans, programs and arrangements of the Company
                (including, without limitation, stock option plans or agreements
                and
                insurance, retirement and vacation plans, programs and arrangements),
                in
                accordance with the terms of such plans, programs or arrangements
                in
                effect during the period of the Executive’s employment.  The
                parties to this Agreement recognize that the Company may terminate
                or
                modify such plans, programs or arrangements at any time. In addition,
                the
                Executive shall abide by and be entitled to the same holiday and
                sick pay
                policy as is in effect for the general staff of the
                Company.

            


    

    


    4.      Grounds
      for Termination.

    


    The
      Executive’s employment may be terminated on any of the following
      grounds:

    


    
      	
               

            	
              (a)

            	
              Without
                Cause.  The Executive or the Company may terminate the
                Executive’s employment at any time, without cause, by giving the other
                party to this Agreement at least 30 days advance written notice of
                such
                termination.

            


    

    


    
      	
               

            	
              (b)

            	
              Death.  The
                Executive’s employment hereunder shall terminate upon his
                death.

            


    

    


    
      	
               

            	
              (c)

            	
              Disability.  If,
                as a result of the Executive’s incapacity due to physical or mental
                illness, the Executive shall have been unable to perform the essential
                functions of his position, even with reasonable accommodation that
                does
                not impose an undue hardship on the Company, on a full-time basis
                for the
                entire period of six (6) consecutive months, and within thirty (30)
                days
                after written notice of
                termination

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    is
      given
      (which may occur before or after the end of such six month period), shall not
      have returned to the performance of his duties hereunder on a full-time basis
      (a
“disability”), the Company may terminate the Executive’s employment
      hereunder.

    


    
      	
               

            	
              (d)

            	
              Cause.  The
                Company or the Executive may terminate the Executive’s employment
                hereunder for cause.  For purposes of this Agreement, “cause”
                shall mean that the Company, acting in good faith based upon the
                information then known to the Company, determines that the Executive
                has
                engaged in or committed: willful misconduct; theft, fraud or other
                illegal
                conduct; refusal or unwillingness to substantially perform his duties
                (other than such failure resulting from the Executive’s disability) after
                written demand for substantial performance is delivered by the Company
                that specifically identifies that manner in which the Company believes
                the
                Executive has not substantially performed his duties; insubordination;
                any
                willful act that is likely to have the effect of injuring the reputation
                or business of the Company; violation of any fiduciary duty; violation
                of
                the Executive’s duty of loyalty to the Company; or a breach of any term of
                this Agreement.  For purposes of this Section 4(d), no act, or
                failure to act, on the Executive’s part shall be considered willful unless
                done or omitted to be done, by his not in good faith and without
                reasonable belief that his action or omission was in the best interest
                of
                the Company.

            


    

    


    5.      Payments
      upon Termination.

    


    
      	
               

            	
              (a)

            	
              Without
                Cause or With Good Reason.  In the event that the
                Executive’s employment is terminated by the Company for any reason other
                than death, disability or cause as defined in Section 3(b), (c) and
                (d) of
                this Agreement, or in the event that the Executive terminates his
                employment hereunder with Good Reason, the Executive shall be entitled
                to
                receive severance pay.  Such severance shall be one month’s
                salary. The Company will also pay to the Executive any earned but
                unused
                vacation time on the date of the notice of termination.  In
                addition, the Company will maintain insurance and benefits for the
                Executive during the Severance
                Period

            


    

    


    
      	
               

            	
              (b)

            	
              Release
                of all Claims.  The Executive understands and agrees that
                the Company’s obligation to pay the Executive severance pay under this
                Agreement is subject to the Executive’s execution of a valid written
                waiver and release of all claims which the Executive may have against
                the
                Company and/or its successors in a form acceptable to the Company
                in its
                sole and absolute discretion.

            


    

    


    
      	
               

            	
              (c)

            	
              Death,
                Disability or Cause.  In the event that the Executive’s
                employment is terminated due to death, disability or cause, the Company
                shall not be obligated to pay the Executive any amount other than
                earned
                unused vacation, reimbursement for business expenses incurred prior
                to his
                termination in compliance with the Company’s reimbursement policies, and
                any unpaid salary for days worked prior to the termination and accrued
                but
                unpaid profit sharing amounts.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              6.

            	
              Successors/Material
                Change in Ownership; Binding
                Agreement.

            


    

    


    
      	
               

            	
              (a)

            	
              In
                the event that there is a material change in ownership of the Company,
                whether direct or indirect, by purchase, merger, consolidation or
                otherwise, the Company will use it’s best efforts to secure the assumption
                of this Agreement by the successor ownership in the same manner and
                to the
                same extent that the Company would be required to perform it if no
                such
                succession had taken place.  Failure of the Company to obtain
                such assumption and agreement prior to the effectiveness of any such
                succession shall entitle the Executive to compensation from the Company
                in
                the same amount and on the same terms as he would be entitled to
                hereunder
                if he terminated his employment for Good Reason, except that for
                purposes
                of implementing the foregoing, the date on which any such succession
                becomes effective shall be deemed the date of termination.  As
                used in this Agreement, “Company” shall mean the Company as herein before
                defined and any successor to its business and/or assets as aforesaid
                which
                executes and delivers the agreement provided for in this Section
                6 or
                which otherwise becomes bound by all the terms and provisions of
                this
                Agreement by operation of law.

            


    

    


    
      	
               

            	
              (b)

            	
              This
                Agreement and all rights of the Executive hereunder shall inure to
                the
                benefit of and be enforceable by the Executive’s personal or legal
                representatives, executors, administrator, successors, heirs,
                distributees, devisees and legatees.  If the Executive should
                die while any amounts would still be payable to him hereunder if
                he had
                continued to live, all such amounts, unless otherwise provided herein,
                shall be paid in accordance with the terms of this Agreement to the
                Executive’s devisee, legatee, or other designee or, if there be no such
                designee, to the Executive’s
                estate.

            


    

    


    7.           Notices.

    


    For
      the
      purposes of this Agreement, notices, demands and all other communications
      provided for in this Agreement shall be in writing and shall be deemed to have
      been duly given when delivered or (unless otherwise specified) mailed by United
      States certified or registered mail, return receipt requested, postage prepaid,
      addressed as follows:

    


    If
      to the Executive:

    


    Mr.
      Stephen DelVecchia

    8
      Tuscan Road

    Livingston,
      New Jersey
      07039

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    If
      to the
      Company:

    


    Accountabilities,
      Inc.

    500
      Craig Road, Suite 201

    Manalapan,
      New Jersey
      07726

    Attn:  Allan
      Hartley,
      President

    


    or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

    


    8.           Anti-Solicitation.

    


    The
      Executive promises and agrees that, during the period of his employment by
      the
      Company and for a period of two (2) years thereafter, regardless of reason
      for
      termination, he will not influence or attempt to influence customers of the
      Company or any of its present or future subsidiaries or affiliates, either
      directly or indirectly, to divert their business to any individual, partnership,
      firm, corporation or other entity then in competition with the business of
      the
      Company, or any subsidiary or affiliate of the Company within a 75 mile radius
      of any existing Accountabilities office or those of it’s subsidiaries or
      affiliates.

    


    9.           Soliciting
      Employees.

    


    The
      Executive promises and agrees that during the term of his employment and for
      a
      period of two (2) years thereafter, regardless of reason for termination, he
      will not, directly or indirectly solicit any Company employees to work for
      any
      other business, individual, partnership, firm, corporation, or
      entity.

    


    10.           Confidential
      Information.

    


    
      	
               

            	
              (a)

            	
              The
                Executive, in the performance of his duties on behalf of the Company,
                shall have access to, receive and be entrusted with confidential
                information, including but not limited to systems technology, field
                operations, reimbursement, development, marketing, organizational,
                financial, management, administrative, clinical, customer, distribution
                and sales information, data, specifications and processes presently
                owned
                or at any time in the future developed, by the Company or its agents
                or
                consultants, or used presently or at any time in the future in the
                course
                of its business that is not otherwise part of the public domain
                (collectively, the “Confidential Material”).  All such
                Confidential Material is considered secret and will be available
                to the
                Executive in confidence.  Except in the performance of duties on
                behalf of the Company, the Executive shall not, directly or indirectly
                for
                any reason whatsoever, disclose or use any such Confidential Material,
                unless such Confidential Material ceases (through no fault of the
                Executive’s) to be confidential because it has become part of the public
                domain.  All records (including customer, client and employee
                records and lists),

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     files,
      drawings, documents, notes, disks, diskettes, tapes, magnetic media,
      photographs, equipment and other tangible items, wherever located, relating
      in
      any way to the Confidential Material or otherwise to the Company’s business,
      which the Executive prepares, uses or encounters during the course of his
      employment, shall be and remain the Company’s sole and exclusive property and
      shall be included in the Confidential Material.  Upon termination of
      this Agreement by any means, or whenever requested by the Company, the Executive
      shall promptly deliver to the Company any and all of the Confidential Material,
      not previously delivered to the Company, that may be or at any previous time
      has
      been in the Executive’s possession or under the Executive’s
      Control.

    


    
      	
               

            	
              (b)

            	
              The
                Executive hereby acknowledges that the sale or unauthorized use or
                disclosure of any of the Company’s Confidential Material by any means
                whatsoever and at any time before, during or after the Executive’s
                employment with the Company shall constitute unfair
                competition.  The Executive agrees he shall not engage in unfair
                competition either during the time employed by the Company or any
                time
                thereafter.

            


    

    


    11.           Modification
      and Waiver.

    


    No
      provisions 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 the President of the Company.  No waiver by either party
      hereto at any time of any breach by the other party hereto of, or compliance
      with, any condition or provision of this Agreement to be performed by such
      other
      party shall be deemed a waiver of similar or dissimilar provisions or conditions
      at the same or at any prior or subsequent time.  No agreements or
      representations, oral or otherwise, express or implied, with respect not the
      subject matter hereof have been made by ether party, which are not set forth
      expressly in this Agreement.  The validity, interpretation,
      construction and performance of this Agreement shall be governed by the laws
      of
      the State of New Jersey, without regard to its conflicts of law
      principles.

    


    12.           Validity.

    


    The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and effect.

    


    13.           Counterparts.

    


    This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    
      	
              14.

            	
              Indemnification.

            


    

    


    The
      Company hereby agrees to indemnify and hold harmless the Executive for any
      and
      all disputes that may arise as a result of the lawful exercise of the
      Executive’s duties.  This clause shall not apply to disputes between
      the Company and the Executive.

    


    15.           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; and any prior agreement of the parties hereto in respect
      of
      the subject matter contained herein is hereby terminated and
      canceled.

    


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

    


    


    
      	 EXECUTIVE 	 	 	 ACCOUNTABILITIES,
              INC.	 
	
              /s/
                Stephen DelVecchia

            	 	 	
              /s/
                Allan Hartley

            	 
	
              Name: 
                Stephen DelVecchia

            	 	 	
              Name: 
                Allan Hartley 

            	 
	
               

            	 	 	
              Title: 
                President

            	 




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