THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this
25 day of March 2004, by and between Invisa, Inc., a Nevada corporation. (the
"Company") and Charles Yanak (the "Employee"). RECITALS:
WHEREAS, Employee wishes to be employed by the Company, and the Company
wishes to employ the Employee.
WHEREAS, the parties acknowledge that the Company has advised Employee
that the auditor's opinion which accompanies the Company's Financial Statements
for the year ended December 31, 2003, may express concern over the Company's
ability to remain a "going concern".
WHEREAS, the Company and the Employee are desirous of setting forth in
this definitive Employment Agreement their respective rights and obligations in
respect to Employee's employment with the Company.
NOW, THEREFORE, in consideration of Employee's employment and in
consideration of the mutual promises in this Agreement, and for additional good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, the Company and the Employee agree as
1. EMPLOYMENT AND TERM. On the terms and subject to the conditions of
this Agreement, the Company agrees to employ the Employee and the Employee
accepts such employment. Employee's employment under this Agreement shall
commence on the date hereof, and shall continue in effect for a period of 36
months from the date hereof and it shall terminate at the end of said 36-month
period ("Termination Date"), unless earlier terminated pursuant to Paragraph 6
2. DUTIES. The Employee is employed by the Company to perform the
duties specified from time to time by Board of Directors and as set forth on
Exhibit "A" which is attached hereto, incorporated herein and made a part hereof
3. COMPENSATION. As compensation for Employee performing the Duties,
the Company shall pay Employee the compensation as set forth on Exhibit "B"
which is attached hereto, incorporated herein and made a part hereof
4. VACATIONS. Employee shall be entitled each year to a vacation as
provided in Exhibit "B", during which time Employee's Compensation shall be paid
5. FRINGE BENEFITS AND REIMBURSEMENT OF EXPENSES.
a. Employee shall be entitled to participate in any group plans or
programs maintained by the Company, if any, such as health insurance or other
related benefits as may be in effect from time to time and offered to the other
employees of the Company ("Benefits").
b. Company acknowledges that it will pay for reasonable expenses
incurred by Employee in furtherance of his duties to the Company, which shall
include, without limitation, expenses for entertaining, travel and similar
items. All such expenses will be in incurred in accordance with policies adopted
by the Company from time to time.
c. The Company shall provide Employee actual gasoline expenses for
Company business at IRS rates.
6. TERMINATION OF EMPLOYMENT.
6.1 Prior to the Termination Date, this Agreement and all the rights
and obligations of the parties hereto shall terminate immediately: (i) in the
event of the Employee's death; or (ii) if the Company ceases to conduct
6.2 Prior to the Termination Date, the Company may, upon written
notice to the Employee, immediately thereafter terminate the Employee's
employment for proper cause, pursuant to the grounds set forth herein ("For
Cause"), and in the event of such For Cause termination, the Employee shall not
be entitled to any Compensation or Lump Sum Severance Package Compensation as
hereinafter defined following the date set forth on the written notification of
such For Cause termination, other than options that are fully vested as of the
date of the For Cause termination. The grounds for For Cause termination are the
occurrence of any of the following: (i) indictment of Employee on felony
charges; (ii) Employee's engagement in illegal business practices in connection
with the Company's business; (iii) Employee's intentional and material