fs1ex10v_halberdcorp.htm


     

     

    Exhibit
10.5

     

    
      
      

      
        HALBERD
CORPORATION, INC.



      EMPLOYMENT
AGREEMENT

       

       

      This Employment Agreement (“Agreement”) is entered into
this 28th day of
January,
2009,
by and between Mark S.
Lundquist, a Michigan resident (“Lundquist”), and Halberd Corporation,
Inc., a Nevada corporation (the “Company”).

       

      RECITALS

       

      WHEREAS,
the Company operates as a Holding Company with the operations in subsidiaries
under the umbrella of the Company; and

       

      WHEREAS,
Lundquist has obtained certain unique and particular talents in all aspects of
managing companies; and

       

      WHEREAS,
the Company desires to employ Lundquist as employee, and Lundquist desires to be
employed by the Company, subject to the terms, conditions and covenants
hereinafter set forth.

       

      AGREEMENT

       

      NOW,
THEREFORE, in consideration of the promises, representations, and covenants
described herein, and in consideration of the recitals above, which are
incorporated herein by reference, and for other good and valuable consideration,
the receipt and sufficiency of which the Parties hereby acknowledge, the Parties
hereby agree as fellows:

       

      1.    Employment.
Subject to all of the terms and conditions of this Agreement, the Company agrees
to employ Lundquist as the President & Chief Operating Officer and Lundquist
hereby accepts such employment and appointment.

       

      2.    Duties.  Lundquist
will make the best use of his energy, knowledge and training in advancing the
Company’s interests.   Lundquist will work full-time for the
Company and diligently and conscientiously perform the duties of President &
Chief Operating Officer, and such other positions within the general guidelines
as determined by the Company’s Board of Directors. Lundquist will keep the
Company informed of any other business activities or outside employment, and
will promptly restrict or stop any activity or employment that might conflict
with the Company’s interests upon written notice of the Board of
Directors.

       

      3.             Term.  Subject
to earlier termination in accordance with Section 4 below, this Agreement shall
take effect as of the date hereof and shall remain in effect for a period of
Three (3) years. This Agreement shall automatically renew for successive one (1)
year periods after such initial term, unless and until terminated by either the
Board of Directors as prescribed in the Company’s by-laws or by Lundquist by
written letter to the Chairman with thirty (30) days notice.

       

      4.             Termination.
Subject to the respective continuing obligation of the Company
and Lundquist under Section 6 and 7 below:

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            	
                    (a)  
      

                  	
                    
                      The
      Company may terminate this Agreement upon written notice to Lundquist
      without “Cause” or because of a Change in Control (as defined in 4d below)
      shall result in Termination payments to Mr. Lundquist equal to 100% of
      base salary plus premiums on health insurance for either (i) the immediate
      18-month period following the date of termination if termination occurs in
      the first 24 months of employment or (ii) the 12-month period beginning on
      the date of termination if termination occurs after the first 24 months of
      employment.  Such amount will be paid in a lump sum on
      termination in consideration for an 18-month or 12-month non-compete
      agreement, depending on the period for determining the termination
      payment. In the event the company waives its non-compete rights, then the
      company shall pay Mr. Lundquist an amount equal to his normal pay for a
      period of 12-months post
termination;

                    

                  


          

        

         

        
          
            
              	
                      (b)  
      

                    	
                      
                        The
      Company may terminate this Agreement immediately upon written notice to
      Lundquist for cause, which is hereby defined as (i) the willful commission
      of an act of fraud or embezzlement against the Company, (ii) conviction or
      plea of nolo contendere of a crime constituting a felony, (iii) the
      commission of actions involving willful malfeasance or gross misconduct in
      connection with Mr. Lundquist’s employment and (iv) the material default
      in performance of the employment agreement by Mr. Lundquist which has not
      been cured within 30 days following written notice from the Company to Mr.
      Lundquist specifying the nature of the default; provided, that in the
      event the Company provides Mr. Lundquist with such written notice, Mr.
      Lundquist will have a right to make a presentation to the Board, either
      personally or through counsel, to present his viewpoint on the issue prior
      to any final decision being made by the
  Board;

                      

                    


            

          

           

        

      

      
        
          	
                  (c)  
      

                	
                  The
      Company may terminate this Agreement upon 12-weeks written notice to
      Lundquist in the event that Lundquist has been determined by a certified
      medical review board to be disabled in such a way that no reasonable
      accommodations can be made to allow him to be capable of performing his
      duties hereunder.  However, the Board, in its sole discretion,
      may extend the period of any compensation or
  benefits;

                


        

      

       

      
        
          	
                  (d)  
      

                	
                  Termination
      because of “Change in Control.” a “Change in Control” as defined by the
      Company’s by-laws or by the laws of the State in which the Company is
      incorporated as in effect on the date of Mr. Lundquist’s employment; provided,
      however,
      that notwithstanding the foregoing, a Change in Control shall not include
      the following:  (i) any transaction (or series of related
      transactions) in which the stockholders of the Company (or their
      affiliates) immediately prior thereto own, directly or indirectly, at
      least 50% of the outstanding voting power of the surviving or acquiring
      entity (or any parent entity) immediately thereafter; or (ii) any
      transaction the primary purpose of which is to generate financing for the
      Company; and

                


        

      

       

      
        
          
            	
                    (e)  
      

                  	
                    This
      Agreement will terminate upon the death of
  Lundquist.

                  


          

        

         

      

      5.           Compensation.

       

      
        	
                 
      

              	
                (a)  
      

              	
                Salary.  Lundquist
      shall receive an annual base salary of $120,000 to be paid as per the
      Company’s usual and standard payroll practices, with an annual salary
      increase of not less than the national average for the Cost of Living
      Index for the positions as described in Section 1 above. Further, upon an
      effective Form S-1, and with Board of Director approval, Lundquist base
      salary shall increase $240,000 per annum.  The Board of
      Directors will conduct an annual performance and salary review of
      Lundquist.

              


      

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                 
      

              	
                (b)  
      

              	
                Bonus.
      The Board of Directors shall determine the amount of bonuses to be paid,
      if any, based upon the individual’s performance and the Company’s
      performance, during each calendar year. For 2009 and for each successive
      annual period completed, Mr. Lundquist will be eligible for bonus payments
      of up to 80% of his annual base salary.  Such payments shall be
      determined by the Board, based upon achievement of the annual business
      objectives set by the Company’s Board of
      Directors.

              


      

       

      
        	
                 
      

              	
                (c)  
      

              	
                Benefits.  Health
      Insurance:  The Company will either provide a health
      insurance program that will be available to the individual and his family
      members and/or will compensate the individual for such health
      insurance.  The Company and Lundquist will agree upon the amount
      of such program. Life
      Insurance: The Company shall purchase and maintain a minimum of
      $500,000 in life insurance and Lundquist shall name the Company as
      beneficiary.  Disability
      Insurance: The Company shall maintain a policy for both short-term
      and long-term disability.  Long-term disability benefit shall be
      equivalent to a minimum of 66% of the highest annual gross salary earned
      during the previous 12-month period.  Short-term disability
      shall be equivalent to the entire base-salary for the short-term
      disability period.   Retirement:
      It is the intent of the Board of Directors to review, evaluate and adopt a
      retirement program for its officers within the next
      12-months.  Further, the Board of Directors shall review all
      benefit programs at least annually and reserves the right to modify any
      benefits based upon the financial condition of the Company.  If
      any modification to any benefit is determined, Mr. Lundquist shall be
      notified at least 30-days in advance of any changes taking
      place.

              


      

       

      
        	
                 
      

              	
                (d)  
      

              	
                Vacation
      & Holidays:   The Company will provide Lundquist
      with 3–weeks paid vacation time per annum which must be used in that
      annual period.  Lundquist must schedule all vacation times with
      the Board of Directors and may not take more than two weeks consecutively
      without permission from the Board of Directors.  Any unused
      vacation shall not accrue without written consent of the Board of
      Directors and shall be paid as a cash bonus to
      Lundquist.  Lundquist must use at least 50% of his allotted
      vacation time within each annual period.   Holiday schedule
      shall be determined by the Board of
    Directors.

              


      

       

      
        	
                 
      

              	
                (e)  
      

              	
                Car
      expense. The Company will reimburse Lundquist for an automobile to
      include insurance, gas, maintenance expenses and miscellaneous expenses
      for such use. The total cost, per month, for the automobile will not
      exceed $750.00. The costs for insurance, maintenance, and gas will be in
      addition to the monthly expense to a maximum combined total cost of
      $1,200.

              


      

       

      
        	
                 
      

              	
                (f)  
      

              	
                Expense
      Reports and Company Credit Card:  The Company shall
      supply Lundquist with a Company Credit Card for use when doing business on
      behalf of the Company.  Lundquist shall submit a monthly expense
      report with in 5-business days of the end of each month to the CFO
      reflecting all expenses including those paid using the Company Credit
      Card. Expenses shall be limited to those expressly used in connection with
      Company business.  Should it be determined that expenses either
      reimbursed or paid for using the Company provided Credit Card were for
      personal use or benefit, the Company, at its option, shall either (i)
      deduct the personal expenses from Mr. Lundquist’s base salary through
      payroll deduction; or, (ii) add such amounts including any interest or
      penalties charged by the creditor to Mr. Lundquist’s end of year W2 as a
      wages earned.

              


      

       

      
        
          	
                   
      

                	
                  (g)  
      

                	
                   Relocation
      expense.     None.

                


        

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

         

         

      

      
        
          	
                   
      

                	
                  (h)  
      

                	
                  
                    Stock
      compensation.  The Board of Directors intends to
      develop and implement a performance based stock compensation program for
      Directors, Officers and non-officer employees and affiliates within
      18-months of the signing of this Agreement.  The Board of
      Directors may also grant stock options and warrants to Lundquist with the
      price of the options or warrants to be established by the Company and
      within the general guidelines which govern the
      securities.   The shares may be issued pursuant to an
      exemption from registration under the Securities Act of 1933 (the “1933
      Act”) and from registration under any and applicable state securities
      laws.  The certificates representing the Shares shall bear the
      restrictive legend set forth in Rule 144 of the Rules and Regulation of
      the 1933 Act and any appropriate legend required under applicable state
      securities laws.  The shares shall vest in favor of Lundquist as
      determined by the Board of Directors.  The amount of stock
      options and warrants issued shall be determined at least annually by the
      Board of Directors and issued at least
  annually.

                  

                


        

      

       

      6.           Confidential
Information.

       

      
        	
                 
      

              	
                (a)  
      

              	
                “Confidential
      Information” as used in this Section 6, means information that is not
      generally known and that is proprietary to the Company of which Lundquist
      is obligated to treat as proprietary.  Any information that
      Lundquist reasonably considers Confidential Information, or that the
      Company treats as Confidential Information, will be presumed to be
      Confidential Information (whether Lundquist or others originated it and
      regardless of how Lundquist obtained
it).

              


      

       

      
        	
                 
      

              	
                (b)  
      

              	
                Except
      as specifically permitted by an authorized officer of the Company or by
      written Company policies, Lundquist will not, either during his employment
      by the Company or for the period of compensation stated in Section 4a
      above thereafter, use Confidential Information for any purpose other than
      the business of the Company or disclose it to any person who is not also
      an employee of the Company.  When Lundquist’s employment with
      the Company terminates, he will promptly deliver to the Company all
      records and any customer lists, compositions, articles, devices, apparatus
      and other items that disclose, describe or embody Confidential
      Information, including all copies, reproductions and specimens of the
      Confidential Information in Lundquist’s possession, regardless of who
      prepared the information, and will promptly deliver any other property of
      the Company in Lundquist possession, whether or not Confidential
      Information.

              


      

       

      7.         
Conflict of
Interest.    Lundquist agrees that he will not
directly or indirectly transact business with the Company personally, or as
agent, owner, partner, or shareholder of any other entity, except for
transactions with entities currently transacting business with the Company, and
consistent with past practice, or except as otherwise approved by the Board of
Directors.

       

      8.         
No
Adequate Remedy.   Lundquist understands and agrees that a
failure of Lundquist to fulfill his obligations under this Agreement may cause
harm to the Company.  Further, damages to the Company may be very
difficult to determine.  Therefore, in addition to any other rights or
remedies available by law to the Parties to this Agreement, Lundquist and
Company hereby consent to binding Arbitration in the State where the Company is
then headquartered for the specific enforcement of this Agreement.

       

      9.           Miscellaneous.

       

      
        
          	
                   
      

                	
                  (a)  
      

                	
                  Successors and
      Assigns. This Agreement is binding on and inures to the benefit of
      the Company’s successors and assigns, all of which are included in the
      term the “Company” as is used in this Agreement; provided, however, that
      the Company may assign this Agreement only in connection with a merger,
      consolidation, assignment, sale or other disposition of substantially all
      of its assets or
business.

                


        

         

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      

        
          
            	
                     
      

                  	
                    (b)  
      

                  	
                    Modification.   This
      Agreement may be modified or amended only in writing, signed by the
      Chairman of the Board of Directors and
      Lundquist.

                  


          

           

          
            
              
                
                  	
                           
      

                        	
                          (c)  
      

                        	
                          Governing
      Law.   The
      laws of the State where the Company is then legally and lawfully
      headquartered will govern the validity and performance of this
      Agreement.  Any legal proceedings related to this Agreement will
      be brought in an appropriate court, and both the Company and Lundquist
      hereby, consent to the exclusive jurisdiction of that court for this
      purpose.

                        


                

                 

                
                  
                    
                      
                        	
                                 
      

                              	
                                (d)  
      

                              	
                                Severability. 
      Wherever
      possible, each provision of this Agreement shall be interpreted in such
      manner as to be effective and valid under applicable law but, if any
      provision of this Agreement shall be prohibited by or invalid under
      applicable law, such provision shall be ineffective to the extent of such
      prohibition or invalidity, without invalidating the remainder of such
      provision or the remaining provisions of this
      Agreement.   If any part of any covenant or other provision
      in this Agreement is determined by a court of law to be overly broad
      thereby making the covenant unenforceable, the parties hereto agree, and
      it is their desire, that the court shall substitute a judicially
      enforceable limitation in its place, and that as so modified the covenant
      shall be binding upon the parties as if originally set forth
      herein.

                              


                      

                       

                      
                        
                          
                            
                              	
                                       
      

                                    	
                                      (e)  
      

                                    	
                                      Waivers.   No
      failure or delay by either the Company or Lundquist in exercising any
      rights or remedy under this Agreement will waive any provision of the
      Agreement, nor will any single or partial exercise by either the Company
      or Lundquist of any right or remedy under this Agreement preclude either
      of them from otherwise or further exercising these rights or remedies, or
      any other rights or remedies granted by any law or any related
      document.

                                    


                            

                             

                            
                              
                                
                                  
                                    	
                                             
      

                                          	
                                            (f)  
      

                                          	
                                            Headings.   The
      headings in this Agreement are for convenience only and do not affect this
      Agreement’s
interpretation.

                                          


                                  

                                   

                                  
                                    
                                      
                                        
                                          	
                                                   
      

                                                	
                                                  (g)  
      

                                                	
                                                  Entire
      Agreement.   This Agreement supersedes all previous
      and contemporaneous oral negotiations, commitments, writings and
      understandings between the parties concerning the matters in this
      Agreement, including without limitation any policy or personnel manuals of
      the Company.

                                                


                                        

                                         

                                        
                                          
                                            
                                              
                                                	
                                                         
      

                                                      	
                                                        (h)  
      

                                                      	
                                                        
                                                          Notices.  All
      notices, requests, demands, and other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been given if
      delivered by hand, overnight courier, facsimile, or mailed certified or
      registered mail with postage prepaid, to the addresses set forth
      below:

                                                        

                                                      


                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
                 
      

              	
                If
      to the Company:

              	
                Halberd
      Corporation, Inc.

                30600
      Telegraph Road, Suite 2175

                Bingham
      Farms, MI 48025

                
                  Attention:
      Leland Thomas

                

              


      

       

      
        
          	
                   
      

                	
                  With
      a copy to: 

                	
                  Anslow
      & Jaclin

                  195
      Route 9 South

                  Manalapan,
      NJ 07726

                  TEL:
      732-409-1212

                  FAX:
      732-577-1188

                


        

         

        
        

        
          
            
              	
                       
      

                    	
                      If
      to Lundquist:

                    	
                      Mark
      S. Lundquist

                      30600
      Telegraph Road, Suite 2175

                      Bingham
      Farms, MI 48025

                      
                        Attention:
      Mark S. Lundquist

                      

                    


            

             

            
            

             

          

        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the Company and Lundquist have
executed this Employment Agreement as of the date first above
written.

       

       

       

      
        	
                Halberd
      Corporation, Inc.

              	
                Mark S.
      Lundquist

              
	 
      	 
      
	 
      	 
      
	
                By:
      /s/ John C.
      Maddox

              	
                By:
      /s/ Mark S.
      Lundquist              
      

              
	
                Name:
      John C. Maddox

              	
                Name:
      Mark S. Lundquist

              
	
                Title:
      Treasurer

              	 
      


      

      
 

       

       

       

       

       

       

       

       

       

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