Exhibit 10.5
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
March 2, 2007 by and between Information Intellect, Inc., a Georgia corporation
(the "Company"), and E. Joseph Vitetta, an employee of the Company ("Employee").
RECITALS:
WHEREAS, the Company and Employee desire to enter into a written agreement for
the Company's employment of Employee as an employee, on the terms specified
herein.
NOW, THEREFORE, in consideration of the mutual promises, agreements and mutual
covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
1.
EMPLOYMENT.
THE COMPANY HEREBY EMPLOYS EMPLOYEE, AND EMPLOYEE
HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
POSITION AND DUTIES.
EMPLOYEE SHALL BE EMPLOYED AS THE SENIOR
VICE PRESIDENT AND SECRETARY OF THE COMPANY AND SHALL REPORT DIRECTLY TO THE
VICE CHAIRMAN, FOUNDER AND PRESIDENT OF THE COMPANY.
EMPLOYEE SHALL ALSO SERVE
IN SUCH ADDITIONAL CAPACITIES AS MAY BE ASSIGNED TO HIM FROM TIME TO TIME BY THE
BOARD OF DIRECTORS OF COMPANY (THE "BOARD").
EMPLOYEE SHALL DEVOTE
SUBSTANTIALLY ALL OF HIS BUSINESS TIME, ATTENTION, SKILL AND BEST EFFORTS TO THE
DILIGENT PERFORMANCE OF HIS DUTIES HEREUNDER.
3.
TERM.
THE TERM OF EMPLOYMENT HEREUNDER SHALL COMMENCE AS OF THE
DATE HEREOF (THE "COMMENCEMENT DATE") AND SHALL CONTINUE FOR THREE (3) YEARS
SOONER TERMINATED EARLIER IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT
(THE "TERM").
4.
COMPENSATION.
AS COMPENSATION FOR ALL SERVICES RENDERED BY
EMPLOYEE UNDER THIS AGREEMENT, THE COMPANY SHALL PAY EMPLOYEE COMPENSATION AS
FOLLOWS:
(A)
ANNUAL SALARY.
FOR ALL SERVICES RENDERED BY EMPLOYEE DURING HIS
EMPLOYMENT UNDER THIS AGREEMENT, BEGINNING ON THE COMMENCEMENT DATE, THE COMPANY
SHALL PAY EMPLOYEE AN ANNUAL SALARY AT THE RATE OF $150,000.00, PAYABLE
SEMI-MONTHLY IN ACCORDANCE WITH THE COMPANY'S STANDARD PAYROLL POLICIES, SUBJECT
TO ANNUAL INCREASES (BUT NOT DECREASES) IN THE DISCRETION OF THE BOARD; PROVIDED
THAT SUCH INCREASE SHALL NOT BE LESS THAN, MEASURED ON A PERCENTAGE BASIS THE
CHANGE IN THE NATIONAL CONSUMER PRICE INDEX, ALL URBAN CONSUMER, U.S., CITY
AVERAGE, ALL ITEMS, AS PUBLISHED BY THE BUREAU OF LABOR STATISTICS, U.S.
DEPARTMENT OF LABOR ("CPI-U") FOR THE CORRESPONDING YEAR.
THE MEASURING DATES
FOR DETERMINING THE PERCENTAGE INCREASE THAT OCCURRED IN THE CPI-U SHALL BE THE
MONTH OF JANUARY FOR THE CURRENT AND PRECEDING YEARS. THE INCREASE SHALL BECOME
EFFECTIVE ON MARCH 1, OF EACH YEAR THROUGHOUT THE TERM.
(B)
TAXES AND WITHHOLDINGS.
ALL TAXES AND GOVERNMENTALLY REQUIRED
WITHHOLDINGS SHALL BE DEDUCTED FROM ANY AMOUNT PAID BY THE COMPANY TO EMPLOYEE
HEREUNDER IN CONFORMITY WITH APPLICABLE LAWS.
(C)
PERFORMANCE BONUSES.
EMPLOYEE SHALL BE ENTITLED TO RECEIVE
PERFORMANCE BONUSES BASED ON PERFORMANCE CRITERIA MUTUALLY AGREED TO BY EMPLOYEE
AND THE BOARD FROM TIME TO TIME. SUCH BONUS PROGRAM SHALL PROVIDE FOR A MINIMUM
OF $100,000.00 IN BONUS COMPENSATION ANNUALLY, WHICH INCLUDES A MINIMUM OF
$20,000.00 ($15,000.00 FOR THE CALENDAR YEAR