This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between
Opticon Systems Inc., a Nevada corporation, (the “Company”), and Sam Talari (“Employee”) effective as of
the major funding date ($5,000,000 or more funding is received - "Start Date") .
The Company desires to employ Employee, and Employee is willing to accept employment by the
Company, in each case on the terms and subject to the conditions set forth in this Agreement. NOW,
THEREFORE , the parties hereto hereby agree as follows:
Position and Duties.
During the term of this Agreement, Employee agrees to be employed by and to serve
the Company on a full-time basis as Chairman of the Board to perform such duties consistent
with such position as may be assigned to him from time to time by the Board of Directors.
Employee’s principal place of business with respect to his services to the Company shall be St.
Petersburg, Florida, provided that employee agrees to undertake such travel as may be required
in the performance of his duties. All travel expenses of Employee shall be reimbursed in
accordance with Section 3.3 (c) below.
Employee shall carry out his duties under the general supervision and direction of the
Board of Directors of the Company in accordance with the Company’s policies, rules and
procedures in force from time to time.
Employee shall devote his full time, attention, skill and efforts to his tasks and duties
hereunder and to the affairs of the Company. Without the prior written consent of the Company,
Employee shall not provide services for compensation to any other person or business entity
during the Term of his employment by the Company, as defined in paragraph 2.1, or engage in
any other business activity, whether or not such other business activity is pursued for profit or
pecuniary advantage unless approved by the Board of Directors.
Term of Employment.