Chief Operating Officer Employment Agreement

EXHIBIT 10(x)
EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement") is entered into this 13th day of November, 1997, and effective September 18, 1997 (the "Effective Date") by and between COMPUTERIZED THERMAL IMAGING, INC., a Nevada corporation ("Company"), and RICHARD V. SECORD ("Executive").


W I T N E S S E T H:


WHEREAS, the Executive has served as Chief Operating Officer-International Operations, then as President and now as Chief Operating Officer, of the Company and during the period of his service has contributed significantly to the development, expansion, and management of the business of the Company in a capable and efficient manner resulting in substantial benefits to the Company; and


WHEREAS, the Company recognizes that the Executive's experience, knowledge, reputation and contacts will continue to be of great value to the Company and, therefore, the Company desires to retain the benefit of such experience, knowledge, reputation and contacts and to prevent them from being availed of by the Company's competitors; and


WHEREAS, the Company recognizes that substantial inducements and incentives must be offered to the Executive so that the Company may retain his services for the future.


NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:


1. EMPLOYMENT.


The Company hereby agrees to employ the Executive, and the Executive hereby accepts employment, upon the terms and conditions specified in this Agreement. Unless otherwise provided, this Agreement shall supersede all prior agreements, oral or written, between the parties.


2. DUTIES AND RESPONSIBILITIES.


2.1 The Executive shall devote his full business time, efforts, and abilities to the Company for the profit, benefit, and advantage of the Company, and shall promptly obey and comply with all lawful rules, regulations, and orders that may be issued from time to time by the Company. The Executive also agrees to perform, without additional compensation, such other executive, management, and administrative services for any parent, subsidiary, partnership, joint venture, or other entity affiliated with the Company as may be reasonably necessary. The Executive shall not be required to provide such services from any particular location.


2.2 The Executive shall be employed initially under this Agreement in the capacity of Chief Operating Officer and shall report to the Board of Directors of the Company. During the term hereof, the Executive shall perform such services and functions as may be designated from time to time by the Company.


2.3 The Executive represents and warrants that Executive has no prior obligations, written or oral, including confidentiality agreements or other agreements, which restrict Executive's ability to enter into this Agreement or to perform any duties for the Company. Executive agrees to indemnify and hold harmless the Company from any and all legal actions in which it is alleged or asserted that Executive has such obligations or agreements including, but not limited to, paying the Company's attorney's fees, costs, and any damages the Company may be assessed.


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3. COMPENSATION.


3.1 In consideration for the services provided hereunder during the term of the Executive's employment under this Agreement and the covenants contained in this Agreement, the Executive shall be paid an annual compensation of $175,000, payable in 12 equal monthly installments of $14,583.33 each ("Salary"). Any Salary owed shall be payable in accordance with the usual payroll practices of the Company and subject to all customary payroll deductions. The Salary may be increased at any time during the course of the Executive's term of employment at the sole discretion of the Company.


3.2 The Executive shall retain the options to purchase common stock of the Company granted to the Executive by the Personal Services Agreement ("PSA") and the Employee Stock Option Agreement, as amended and attached hereto as EXHIBIT "A", (2,000,000 shares at $1.25) both deemed effective June 12, 1995. The terms and conditions of the Employee Stock Option Agreement, as amended, and "piggy-back" registration rights are granted to Executive.


3.3 The Executive shall be granted an additional Option to purchase 1,250,000 shares of common stock of the Company pursuant to the Employee Stock Option Agreement, attached hereto as EXHIBIT "B", and incorporated by reference herein.


3.4 During the term of the Executive's employment under this Agreement, the Executive also shall be entitled to receive the following:


(i) participation in the Company's present and future benefit plans generally offered to other employees;


(ii) reimbursement of reasonable expenses related to the performance of his duties hereunder; provided, however, that in order to be reimbursed the Executive must submit vouchers or other satisfactory evidence of such expenses as required by Company policies;


(iii) three (3) weeks of vacation (paid, if a Salary has been set by the Board of Directors) per work year earned ratably per year and all holidays for which the Company is not open for business; and


(iv) a monthly automobile allowance of $500.00 per month.


4. TERM AND TERMINATION.


4.1 The term of the Executive's employment under this Agreement shall commence on the Effective Date and shall continue thereafter for a period of three (3) years, but shall be renewed for successive one (1) year terms thereafter unless and until either party provides written notice of non-renewal at least fourteen (14) days prior to the annual renewal date. Notwithstanding the foregoing, the Executive may terminate this Agreement for any reason by giving the Company at least fourteen (14) days written notice. If the Executive voluntarily terminates this Agreement, the Company shall have no further financial liability to the Executive beyond the effective date of such termination.


4.2 Notwithstanding anything in this Agreement to the contrary, the Executive's employment with the Company may be terminated immediately at any time by the Company for "cause" which shall mean upon the occurrence of any of the following events:


(i) breach or attempted breach by Executive of any provision of this Agreement or negligent or unsatisfactory performance of his duties;


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(ii) breach or attempted breach by Executive of fiduciary duties owed to the Company as an officer and/or director, including the misappropriation or attempted misappropriation of funds or property of the Company;


(iii) attempting to or securing any personal profit or benefit by Executive not thoroughly disclosed to and approved by the Board of Directors in connection with any transaction entered or to be entered on behalf of the Company or any affiliate;


(iv) conduct on any part of the Executive, eve ...