Executive VP Business Development Employment Agreement - Robert Hoult

EXHIBIT 10.10


EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the 10 th day of December, 2004 (the " Effective Date" ) by and between INTERSEARCH GROUP, INC. , a Florida corporation (the " Company" ), and ROBERT HOULT (the " Employee" ).


W I T N E S S E T H :

WHEREAS , the Company desires to assure itself of the Employee' s continued employment in an Employee capacity; and


WHEREAS , the Employee desires to be employed by the Company on the terms and conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows:

1. Employment and Duties . Subject to the terms and conditions of this Agreement, the Company shall employ the Employee during the Term (as hereinafter defined) as the Executive Vice President-Business Development of the Company, in such management capacities as may be assigned, from time to time, by the Company. The Employee accepts such employment and agrees to devote his best efforts and entire business time, skill, labor and attention to the performance of such duties. In addition, the Employee agrees to serve without additional compensation if elected or appointed to any additional office or position, including as a director, of the Company or any subsidiary or affiliate of the Company.


2. Term . Subject to the terms and conditions of this Agreement, including but not limited to the provisions for termination set forth in Section 6 hereof, the employment of the Employee under this Agreement shall commence on the Effective Date and shall continue through and including the close of business on the first annual anniversary date thereof (such term shall herein be defined as the " Term" ); provided , however , that this Agreement shall automatically renew for successive one (1) year terms unless and until terminated earlier pursuant to Section 6 hereof or until either party provides the other notice of nonrenewal at least thirty (30) days prior to the expiration of any term


3. Compensation .


a. Base Salary and Bonus . As compensation for the Employee' s services under this Agreement, the Employee shall receive, and the Company shall pay, a base salary of One Hundred Sixty-Five Thousand and No/100 Dollars ($165,000.00) (the " Base Salary" ). The Base Salary may be increased, but not decreased, during the Term, in the Board of Directors' discretion, based upon the Employee' s performance and any other factors the Board of Directors deems relevant. The Base Salary shall be payable in accordance with the policy then prevailing for the Company' s Employees. In addition, the Employee shall be entitled to participate in and receive payments from all other bonus and other incentive compensation plans as may be adopted by the Company on the same basis as other Employee officers of the Company.

b. Payments . All amounts paid pursuant to this Agreement shall be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, Federal income tax, state and local income tax, if any, and comparable laws and regulations.

c. Other Benefits . The Employee shall be reimbursed by the Company for all reasonable and customary travel and other business expenses incurred by the Employee in the performance of the Employee' s duties hereunder in accordance with the Company' s standard policy regarding expense verification practices. The Employee shall be entitled to that number of weeks paid vacation per year that is available to other Employee officers of the Company in accordance with the Company' s standard policy regarding vacations, and shall be eligible to participate in such pension, life insurance, health insurance, disability insurance and other employee benefits plans, if any, which the Company may from time to time make available to its Employee officers generally.

4. Confidential Information .

a. The Employee has acquired and will acquire information and knowledge respecting the intimate and confidential affairs of the Company (for this purpose including all subsidiaries and affiliates, including without limitation confidential information with respect to the Company' s lists of customers (which includes potential customers that have expressed interest in the Company' s products or services, or which the Company has specifically targeted the offer of its products or services), suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, client lists, inventions, object or source code, business methodology, processes, production methods and techniques, promotional materials and information, and any other scientific, technical, trade or business secret or similar matters treated by the Company as confidential or proprietary (the " Confidential Information" ). Accordingly, the Employee covenants and agrees that during the Employee' s employment by the Company (whether during the Term hereof or otherwise) and at any time thereafter, the Employee shall not, without the prior written consent of the Company, disclose to any person, other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the Employee' s duties hereunder, any Confidential Information obtained by the Employee while in the employ of the Company.

b. The Employee agrees that all memoranda, notes, records, papers or other documents and all copies thereof relating to the Company' s operations or business, some of which may be prepared by the Employee, and all objects associated therewith in any way obtained by the Employee shall be the Company' s property. This shall include, but is not limited to, documents and objects concerning any customer lists, contracts, price lists, manuals, mailing lists, advertising materials, and all other materials and records of any kind that may be in the Employee' s possession or under the Employee' s control. The Employee shall not, except for the Company' s use, copy or duplicate any of the aforementioned documents or objects (except for the purpose of performing Employee' s duties) nor remove them from the Company' s facilities, nor use any information concerning them except for the


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Company' s benefit, either during the Employee' s employment or thereafter. The Employee covenants and agrees that the Employee will deliver all of the aforementioned documents and objects, if any, that may be in the Employee' s possession to the Company upon termination of the Employee' s employment, ...