This Agreement is made as of the 1st day of January, 2004, by and
between SEALIFE CORPORATION, a Delaware corporation (the "Company") and Robert
McCASLIN (the "Employee").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT. The Company hereby employs Employee and Employee
hereby accepts such employment as President of the Company upon the terms and
subject to the conditions set forth in this Agreement.
2. TERM. The term of employment shall be for a period of five (5)
years commencing as of January 1, 2004 (the "Effective Date"), and shall
terminate on December 31, 2008, unless sooner terminated pursuant to the
(a) TITLE AND DESCRIPTION OF DUTIES. Employee shall serve
as President of Company. In that capacity, Employee shall be in charge of all
operations of company, and such other tasks and duties as needed by the company
or requested by the Board of Directors of Company.
(b) CHANGE OF DUTIES. The duties of Employee may be
modified from time to time by the mutual consent of Company and Employee without
resulting in a rescission of this contract. The mutual consent of
Company/Employee shall constitute execution of that modification.
Notwithstanding any such change, the employment of Employee shall be construed
as continuing under the Agreement as modified.
(c) LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES.
Employee agrees that to the best of his ability and experience, Employee shall
render his exclusive services and assert his best efforts on behalf of Company,
devoting full time in the performance of his duties consistent with the needs of
the Company and the practices of the industry. Employee shall perform his duties
diligently and competently.
(d) PLACE OF PERFORMANCE OF DUTIES. Company shall
maintain an office in the Los Angeles, California environs. Employee shall
perform his duties at the Los Angeles office of the Company. Employee shall
travel from time to time to areas where the Company sells its products,
including North America, Central America, South America, the Middle East, Asia,
Australia, Scandinavia and Europe.
4. OBLIGATIONS OF COMPANY.
(a) Company shall provide Employee with compensation
incentives, benefits and business expense reimbursements specified elsewhere in
(b) Company shall provide Employee with a private office,
stenographic help, office equipment and supplies and other facilities and
services suitable to Employee's position and adequate for the performance of his
duties, including, but not limited to the Los Angeles environs office, and for
the performance of the duties of one or more salespersons mutually selected by
Employee and Company.
(a) ANNUAL SALARY. As compensation for the services to be
rendered by Employee, hereunder, Company shall pay Employee an annual salary at
the rate per annum of Three Hundred Thousand Dollars ($300,000.00) payable in
semi-monthly installments on the first and fifteenth day of each month during
the period of employment. All payments to Employee hereunder shall be made in
accordance with the Company's customary practices and procedures, all of which
shall be in conformity with applicable federal, state and local laws and
regulations. Compensation will be reviewed annually