EX-10.27 9 mpowerex1027.txt EMPLOYMENT AGREEMENT BETWEEN THE COMPANY, TROPICAL PRINTING AND STEVEN REUTHER, DATED NOV. 22, 2005 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is effective as of November 22, 2005, and is by and between Tropical Printing LLC, a Florida Corporation, with its principal place of business in Sarasota, Florida, hereinafter referred to as (the "Employer" or the "Corporation"), and Steven Reuther, an individual, hereinafter referred to as (the "Employee"). ARTICLE 1. TERM OF EMPLOYMENT ------------------ 1.1 Term. The Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer from November 22, 2005, until November 21, 2007 ("the Initial Period"). Any acquisitions acquired and merged into Tropical Printing LLC will subsequently cause the Term to restart to the initial period of twenty-four months. Additional term periods may be negotiated with the acquisitions. 1.2 Renewal. This Agreement shall continue at the option of the employee for a successive three (3) year term, each a "Renewal Period." ARTICLE 2. DUTIES OF EMPLOYEE ------------------ 2.1 General Duties. The Employee agrees to serve as President of Tropical Printing LLC (TP) and to perform diligently and to the best of his abilities the duties and services pertaining to such office as set forth in the Bylaws of TP that are currently in effect or as amended from time to time, as well as such additional duties and services appropriate to such office as the Board of Directors of TP (the "Board of Directors") may reasonably assign to Employee from time to time. Any action undertaken on behalf of the Employer shall be done prudently and in good faith in furtherance of the Employer's business. 2.2 Change in Duties. The duties of the Employee may be changed from time to time by the mutual consent of the Employer and the Employee without resulting in a rescission of this Agreement provided that same shall not result in a change of Employee's title from "President" to a title with less authority or otherwise constitute a demotion of Employee by Employer. Notwithstanding any such change, the employment of the Employee shall be construed as continuing under this Agreement as modified. 2.3 Devotion of Time to Employer's Business. The Employee shall to the best of Employee's ability, devote his full time efforts as required to competently perform his duties. Page 1 of 8 ARTICLE 3. COMPENSATION AND BENEFITS ------------------------- 3.1 Compensation. During the term of this Agreement, the Employer shall provide compensation to Employee in the following forms: (a) Base Salary. Employee shall receive a base salary of one thousand five-hundred dollars ($1,500) per week, which amount shall be subject to annual review by the Employer's Board of Directors and/or the Compensation Committee of the Employer's Corporation for possible increases, which increase shall not be less than the previous twelve months increase in the Consumer Price Increase for Sarasota County, Florida. The salary shall be earned on a weekly basis and will be paid in arrears every week. In addition, in the event of any acquisition merged into Tropical Printing LLC, the base salary will be subject to review for possible increases. (b) Bonus. Employee shall participate in, and receive an annual bonus at the discretion of the Employer's Board of Directors and/or the Employer's Compensation Committee, or pursuant to the Employer's Bonus Plan, as instituted from time to time. (1) For any strategic alliance, merger/acquisition or divestiture entered into by Client as a result of the activities of Employee, Employer shall pay Employee, one percent (1%) of the total value of the transaction. (c) Employee Benefit Plans. Employee shall be entitled to participate in all employee benefit plans to be established by the Board of Directors on the same terms and conditions as all other employees similarly situated including without limitation any and all employees of Employer at the senior executive level ("the Employee Level") level, including without limitation reimbursement of reasonable moving expenses. Employee shall also be issued options to acquire one million shares of the Employer's common stock. The options shall be issued at the rate of 200,000 per year for the next five years and shall be exercisable as determined by the closing price on the anniversary dates hereof and shall vest and be exercisable upon attainment of goals for the Employee which shall have been mutually agreed to at the beginning of each of the five years. 3.2 Benefits. During the term of this Agreement, Employee shall additionally receive the following benefits as incidences of his employment: (a) Health and Other. Employee and, to the extent applicable, Employee's family, dependents and beneficiaries, shall be allowed to participate in all benefits, plans and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to employees of the Employer generally and at the Employee level. Such benefits, plans and programs may include, without limitation, a profit sharing plan, a thrift plan, health and dental insurance or a healthcare plan at the Employee Level, life insurance, disability insurance and/or a pension plan. The Employer shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any such benefit plan or program of a discretionary nature, so long as such changes are similarly applicable to employees of the Employer generally. Page 2 of 8 (b) Business and Entertainment Expenses. Subject to the Employer's standard policies and procedures with respect to expense reimbursement as applied to its executive employees, at the Employee Level, the Employer will reimburse Employee for, or pay on behalf of Employee, reasonable expenses incurred by Employee for business related purposes, including without limitation travel, accommodations, car rentals, dues and fees to approved industry and professional organizations, and reasonable costs of entertainment incurred in connection with business development. With regard to such expenses, the Employee shall: (i) Keep an account book in which the Employee shall record at or near the time that each expenditure is made: (1) amount of the expenditure; (2) the time, place and designation of the type of the entertainment and travel, or other expense, or the date and description of any gift (gifts made to one individual are not to exceed a total of twenty-five dollars ($25.00) in any taxable year; (3) the business reason for the expenditure and the nature of the business benefit derived or expected to be derived as a result of the expenditure; and (4) the names, occupations, addresses, and other information concerning each person who was entertained or given a gift for purposes of attempting sufficient to establish a business relationship to the Employer; (ii) Obtain documentary evidence (such as a receipt for paid bill), which states sufficient information to establish the amount, date, place and the essential character of the expenditure, for each expenditure: (1) Twenty-five dollars ($25.00) or more (except for transportation charges if not readily available); and (2) Transportation and lodging while traveling away from home. The foregoing account book and documentary evidence shall be delivered to the Employer whenever requested by the Employer and shall thereafter be retained by the Employee. 3.3 Payroll and Deduction for Taxes. Employee shall receive all compensation pursuant to this Agreement in accordance with the Employer's customary payroll practices with respect to time and manner of payment. The Employer shall have the right to deduct from the compensation due to the Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state or local tax or charges which may not be in effect or hereafter enacted or required as a charge on the compensation of the Employee. Page 3 of 8 ARTICLE 4. PROPERTY RIGHTS OF THE PARTIES ------------------------------ 4.1 Trade Secrets. The Employee during the term of employment under this Agreement will have access to and become acquainted with various trade secrets, consisting of devices, secret inventions, customer lists, customer requirements and compilations of information, records and specifications, which are owned by the Employer and which are regularly used in the operation of the business of the Employer. The Employee shall not disclose any of the aforesaid trade secrets, directly or indirectly or use them in any way, either during the Term of this Agreement or at any time hereafter, except in the course of his employment. All files records, documents, drawings, specifications, equipment, and similar items relating to the business of the Employer, whether prepared by the Employee or otherwise coming into his possession, shall remain the exclusive property of the Employer and shall not be removed from the premises of the Employer without the prior written consent of the Employer, except for use in the course of his employment.. 4.2 Non Solicitation of Customers After Termination of Employment. The Employee shall not within twelve months of the expiration or termination of this agreement for whatever reason, either directly or indirectly: (a) Make known to any person, firm or corporation the names or addresses of any of the customers of the Employer or any other proprietary Employer information pertaining to them; or (b) Call on, solicit, or take away, or attempt to call on, solicit, or take away any of the customers of the Employer on whom the Employee called or with whom he initially became acquainted during his employment with the Employer, either for himself or for any other person, firm, or corporation. 4.3 Ownership of Employer and Customer Records. The ownership of Employer and customer records and any other records and books relating in any manner whatsoever to the customers of the Employer, whether prepared by the Employee or otherwise coming into his possession, shall be the exclusive property of the Employer regardless of who actually purchased the original book or record. All such books and records shall be immediately returned to the Employer by the Employee on any termination of his employment. If the Employee purchases any such original book or record, he shall immediately notify the Employer, who then shall immediately reimburse him. 4.4 Return of Employer's Property. On the expiration or termination of employment, the Employee shall immediately deliver to the Employer all property in his possession or under his control belonging to the Employer including, but not limited to the equipment, supplies, records, and other personal property under Employee's control, which is the Employer's, in good condition, with ordinary wear and tear and damage by any cause beyond the reasonable control of the Employee excepted. Page 4 of 8 ARTICLE 5. NON-COMPETITION --------------- 5.1 Non-Competition Agreement. In connection with this Agreement, Employee agrees that he shall not, either directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is similar to and/or in competition in any manner whatsoever with the primary business of the Employer within the area, herein called "designated area" consisting of the State of Florida, for so long as Employee is employed by, or associated in any manner (excluding the status of shareholder) with the Employer . 5.2 Employee agrees not to solicit the customers of the Employer for his personal account or the account of any other person or entity other than the Employer at any time while an employee of the Employer. The parties hereto agree that notwithstanding any provisions of the Florida Codes that this covenant not to compete is enforceable and necessary to protect the Employer's trade secrets including, but not limited to, patent and trademark designs, suppliers and customer lists of the Employer. ARTICLE 6. TERMINATION OF EMPLOYMENT ------------------------- 6.1 Termination. Subject to the notice and other provisions of this Section 6.1, the Employer shall have the right to terminate the Employee's employment with the Employer, and the Employee shall have the right to resign from such employment, at any time and for no stated reason. (a) Disability. The Employer shall have the right to terminate the employment of the Executive under this Agreement for disability in the event Employee suffers an injury, illness or incapacity lasting for a period of more than six (6) months provided that after such six (6) month period the Employer shall have given at least thirty (30) days written notice of termination; provided further, however, that if the Executive is eligible to receive disability payments pursuant to a disability policy paid for by the Employer, the Executive shall assign such benefits to the Employer for all periods as to which he is receiving full payment under this Agreement. Page 6 of 8 (b) Death. This Agreement shall terminate upon the death of Executive. Executive or his beneficiary shall be entitled to receive all base compensation earned by Executive up to the date of termination and not yet paid as well as all un-reimbursed expenses (c) With Cause. The Employer may terminate this Agreement effective upon delivery of written notice to Executive given at any time (without any necessity for prior notice) if any of the following shall occur: (1) Any material breach of Executive's material obligations under this Agreement, not cured after thirty (30) days prior written notice from the board of directors: (2) Executive's gross negligence in the performance of his duties hereunder; (3) Executive has committed any of the following: (i) a felony criminal conviction; (ii) any misdemeanor criminal conviction involving Executive's lack of honesty or moral turpitude; (iii) drug or alcohol abuse; or (iv) acts of gross carelessness or gross misconduct. In the event Employee's employment with the Employer is terminated pursuant to items 6.1(a), (b), or (c), Executive or his beneficiary shall be entitled to receive all base compensation earned by Executive up to the date of termination and all un-reimbursed expenses. For a termination by the Employer without good cause, Executive shall be entitled to receive the base salary rate for the remaining Employment Term, all un-reimbursed expenses and all Option and Registration rights due under Section 3.1(c) hereof. 6.2 Effect of Employer's Merger, Transfer of Assets or Dissolution. This Agreement shall not be terminated by any merger or consolidation where the Employer is not the consolidated or surviving corporation but shall be terminated in the event of voluntary or involuntary dissolution of the Employer. In the event of a merger, consolidation or sale the Employer shall take all actions necessary to insure that such merged or consolidated entity or the buyer, as applicable, is bound by the provisions of this Agreement. ARTICLE 7. GENERAL PROVISIONS ------------------ 7.1 Damages for Breach of Contract. In the event of a breach of this Agreement by either the Employer or Employee resulting in damages to the other party, that party may recover from the party breaching the agreement any and all damages that may be sustained. 7.2 Governing Law, Jurisdiction and Venue. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Florida. Any suit by the Employer to enforce any right hereunder or to obtain a declaration of any right or obligation hereunder may, at the sole option of the Employer, be brought (i) in any court of competent jurisdiction in the State of Florida or (ii) via American Arbitration Association binding arbitration in Sarasota County, Florida. Employee hereby expressly consents to the jurisdiction of the foregoing courts. Page 6 of 8 7.3 Notices. Any notices to be given hereunder by either party to the other may be effected by personal delivery in writing by either registered or certified mail, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at their last known address. Notices delivered personally shall be deemed communicated as of five (5) days after mailing. 7.4 No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude insistence upon strict compliance in the future. 7.5 Partial Invalidity and Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. 7.6 Assignment. This Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit or obligation of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party except that vested rights to payment shall be subject to devise, and shall descend in accordance with applicable laws of inheritance. 7.7 Attorney's Fees and Costs. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, and all costs, and disbursements in addition to any other relief to which he may be entitled from the non-prevailing party. 7.8 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered may be entered in any court having jurisdiction thereof. 7.9 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 Agreement. 7.10 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Employee by the Employer and contains all of the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding. Any modification of this Agreement will be effective only if it is in writing signed by both parties hereto. Page 7 of 8 IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written. EMPLOYER TROPICAL PRINTING LLC A Florida Corporation /s/ Gary F. Kimmons _______________________________ By: Gary F. Kimmons Its: Vice President EMPLOYEE /s/ Steven Reuther _________________________________ Steven Reuther Page 8 of 8