EXECUTIVE EMPLOYMENT AGREEMENT
This
Executive Employment Agreement ("Agreement") is made and deemed effective
as of
February 1st
,2007 by
and
between XxxxxXxxXxxxxxx.xxx, Inc.,
a
Nevada Corporation ("SREP"), on one side, and Xxxxx Xxxxxxxxx ("Executive"),
on
the other side, with reference to the herein recitals, terms and conditions.
RECITALS
_________________
WHEREAS,
SREP recognizes the experience and knowledge of Executive in matters relating
to
SREP' future business operations and future acquisitions currently contemplated,
SREP recognizes that it is in the best interests of SREP to retain the services
of Executive;
WHEREAS,
SREP will grant the Executive 1,500,000 restricted shares of SREP
common
stock as full compensation for this employment agreement. The shares will
be
restricted stock and not eligible for sale at any time within the first 12
months of issuance pursuant to SEC rule 144. Further the executive agrees
to not
sale any of the 1,500,000 restricted shares for a period of 24 months from
the
date of issuance. If for any reason the Executive leaves the Company within
the
first 12 months of the contract he will forfeit all shares. The Company may
grant additional shares of common stock to the Executive at its sole discretion
based on performance. Executive may thereby gain a significant equity position
thereby;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
this Agreement, it is hereby agreed as follows:
AGREEMENT
_______________________
Employment.
------------------
SREP
hereby employs Executive as Chairman and CEO. Executive hereby accepts
employment by SREP in accordance with the terms and conditions set forth
in this
Agreement. Executive acknowledges that the employment is at will and SREP
can
terminate employment at any time with or without cause.
Term.
-------------
Executive's
initial term of employment and the services to be provided hereunder shall
commence on February 1st,
2007 and
continue for a period of one (1) years from such date (the "Initial Term"),
subject to earlier termination as hereinafter provided.
Compensation.
-------------------
SREP
shall pay Executive the following aggregate compensation for all services
rendered by him to SREP under this Agreement:
3.1
Base Salary.
---------------------
SREP
shall pay executive 1,500,000 restricted shares of common stock as full
compensation for this employment agreement. SREP shall review Executive's
base
salary annually with Executive for the purpose of determining a reasonable
increase based on Executive's service and performance, taking into consideration
a good-faith assessment of any other incentive and/or bonus plans to which
Executive may be a party. Such review shall be in accordance with SREPs’
policies and practices with other executives in similar positions with SREP
and
its subsidiaries, if any. Notwithstanding the foregoing, any increase in
Executive's Base Salary shall be determined by SREP at its sole
discretion.
3.2
Bonus.
--------------------------
SREP
shall pay Executive an annual bonus (the "Annual Bonus") based on the overall
performance of the Company. The bonus will be determined by the board of
directors.
3.3
Payment of Bonus.
---------------------------------------
Executive's
Bonus for the year end shall be determined within 5 days of SREP annual 10K
filing with the Securities and Exchange Commission. SREP shall cause and
arrange
to provide Executive with an annual statement showing the manner in which
the
Annual Bonus was calculated.
3.4
Other Benefits.
------------------------
Executive
shall be entitled to life and medical insurance programs approved and carried
by
SREP Executive shall also be entitled to participate in any management
compensation and benefit program on a basis similar to that which is made
available to other members of SREP‘ management team operating in a similar
capacity as the Executive.
3.5
Stock.
--------------
SREP
shall deliver to Executive, upon execution of this Agreement within a reasonable
time frame a stock certificate for one million five hundred thousand shares
(1,500,000) of SREP restricted common
stock.
Duties
of Executive.
--------------------------------
4.1
Business Operations.
-------------------------------------------------------
Subject
to the oversight and direction of the SREP’s board of directors, Executive shall
be responsible for managing all aspects of SREP day to day operations and
business development affairs including budgeting, hiring and firing of employees
and all other normal course of business activities required to operate
SREP.
4.2
Additions and Changes.
---------------------------------------
Executive
shall perform such reasonable additional work as may be required by SREP
from
time to time under the terms and conditions and according to the directions,
instructions and control of the Chief Executive Officer of SREP.
4.3
Best Efforts.
----------------------
Executive
shall devote his full time, best skill, effort and attention to his duties
set
forth herein and to further enhance and develop SREPs’ business affairs,
interests and welfare. Executive shall be based out of the Tampa,
Florida.
4.4
Policies.
-------------------
Executive
shall adhere to the employment policies of SREPs effect from time to time.
References to the policies or practices of SREP shall mean its policies or
practices of which Executive has notice as in effect and modified from time
to
time.
4.5
Other Employment.
---------------------------------
Executive
may not engage in other employment with the prior written consent of SREP
Further, this provision shall not be construed to prevent the Executive from
personally, and for Executive's own account, owning, managing, investing
or
trading in real estate, stocks, bonds, securities, commodities, or any other
forms of investment, so long as such owning, managing, investing or trading
is
not in competition with SREP and does not interfere with the performance
of
Executive's duties hereunder.
Expenses.
----------------
SREP
shall reimburse Executive for reasonable and necessary business expenses
in
accordance with the expense reimbursement policies and practices of SREP
and in
accordance with a predetermined budget to be approved by the board of directors
of SREP.
Fringe
Benefits.
----------------
SREP
shall provide Executive with all fringe benefits regularly provided to other
similarly situated officers, directors of SREP, generally and with such other
fringe benefits as the Executive and SREP shall mutually agree upon in writing.
7.1
Vacation.
------------------
SREP
shall provide Executive with two (2) weeks of paid vacation as well as holidays
in accordance with SREP’s policies.
7.2
Insurance.
------------------
SREP
shall provide Executive with family health insurance including dental and
vision.
Termination.
------------
8.1
Termination with Cause.
---------------------------
SREP
may
terminate Executive "with cause" without notice, for reason of Executive's
(i)
misappropriation or embezzlement of funds of SREP, (ii) soliciting a client's
or
customer's business for personal or competitive gain, (iv) use or sale of
illegal drugs in the work place, or repeated intoxication from alcohol or
controlled substances in the work place, (v) physical, mental or sexual abuse
or
harassment of any employee, customer or prospective client or customer, (vi)
criminal negligence or criminal acts in the work place; (vii) commission
of a
felony or crime of moral turpitude, (viii) selling or providing confidential
information of SREP to a competitor, or (ix) theft or destruction of property
of
SREP or (x) such other acts as SREP may determine in its sole discretion
as
“cause.” SREP may terminate Executive "with cause" if, after ten (10) days prior
written notice by SREP to Executive, Executive has failed to cure any of
the
following occurrences: (i) violation of SREP policies or procedures, (ii)
breach
of any other of the covenants of this Agreement not specifically set forth
in
(i) through (viii) above, or (iii) breach of an employee's customary obligations
to the employer. In the event that Executive is terminated "with cause,"
Executive shall be entitled to receive a one time payment of $5,000 (five
thousand dollars) including all accrued and unused vacation and sick leave
as of
the date of termination. Executive shall not be entitled to receive any other
amounts or benefits from SREP including stock warrants, options or other.
8.2
Termination Due to Executive's Death or Disability.
-------------------------------------------------------
In
the
event that this Agreement is terminated due to Executive's death or disability
(as defined below), Executive (or Executive's legal representatives) shall
be
paid (i) six (6) months' Base Salary as severance, (ii) Base Salary through
the
date of termination, (iii) all Bonus payments earned through the date of
termination or previously awarded and unpaid and (iv) all accrued and unused
vacation and sick leave as of the date of termination. For purposes of this
Agreement, the term "Disability" shall mean the mental and physical inability
to
perform satisfactorily Executive's regular full time duties - with or without
a
reasonable accommodation - as determined by a physician chosen by mutual
agreement of a physician selected by Executive and a physician selected by
SREP,
provided, however, that any Disability which continues for thirty (30) days
(whether or not consecutive) in any eighteen (18) month period shall be deemed
a
Disability.
Indemnification.
----------------
9.1
Definition.
---------------
As
used
in this provision, "Damages" means all claims, damages, liabilities, losses,
judgments, settlements, and expenses, including, without limitation, all
reasonable fees and disbursements of counsel incident to the investigation
or
defense of any claim or proceeding or threatened claim or
proceeding.
Miscellaneous.
-------------------
10.1
Survival of Representations and Warranties.
------------------------------------------------------------
The
representations and warranties of the parties including indemnification
obligations contained herein shall survive following the termination of
Executive's employment with SREP.
10.2
Waivers.
------------------
No
action
taken pursuant to this Agreement, including any investigation by or on behalf
of
any party shall be deemed to constitute a waiver by the party taking such
action
or compliance with any representation, warranty, covenant or agreement contained
herein, therein and in any documents delivered in connection herewith or
therewith. The waiver by any party hereto of a breach of any provision of
this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.
10.3
Notices.
------------------
All
notices, requests, demands and other communications, which are required or
may
be given under this Agreement shall be in writing and shall be deemed to
have
been duly given if delivered or mailed, first class mail, postage prepaid:
To
Executive:
Attn: Xx.
Xxxxx
Xxxxxxxxx
0000
Xxxx
Xxxxxxxxxxxx Xxx.
Xxxxx,
Xxxxxxx 00000
To
XxxxxXxxXxxxxxx.xxx:
Attn: Xxxxx
Xxxxxxxx
0000
X.
Xxxxxxxx, Xxxxx 0
Xxxxx,
Xxxxxxx, 00000
10.4
Merger and Integration.
----------------------------
This
Agreement contains the entire understanding of the parties. There are no
representations, covenants or understandings other than those, either express,
implied or referred to herein. Each party acknowledges that there are no
conditions to this agreement other than those expressed or referred to herein.
Each party further acknowledges that no other party or any agent or attorney
of
any other party has made any promise, representation or warranty whatsoever,
express or implied or statutory, not contained or referred to herein, concerning
the subject matter hereof, to induce him to execute this Agreement, and he
acknowledges that he has not executed this Agreement in reliance on any such
promise, representation or warranty not specifically contained or referred
to
herein.
10.5
Sections and Other Headings.
---------------------------------
The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
10.6
Governing Law.
-------------------
This
Agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the State of Florida.
The
parties herein submit to personal jurisdiction and venue of a court of subject
matter jurisdiction which is appropriate for Tampa, Florida.
10.7
Attorney's Fees and Court Costs.
-------------------------------------
In
the
event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether
or not
taxable by the court as costs, in addition to any other relief to which,
the
prevailing party may be entitled.
10.8
Contractual Procedures.
----------------------------
Unless
specifically disallowed by law, should litigation arise hereunder, service
of
process therefore, may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may have to
object
to the method by which service was perfected.
10.9
Partial Invalidity.
------------------------
If
any
provision in this Agreement is held by a court of competent jurisdiction
to be
invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.
10.10
Further Assurances.
------------------------
The
parties agree to take all further actions, including execution of documents,
which are reasonably necessary to effectuate the transaction contemplated
by
this Agreement.
10.11
Binding on Successors.
----------------------------
This
Agreement and covenants and conditions herein contained shall apply to, be
binding upon and inure to the benefit of the respective heirs, administrators,
executors, legal representatives, assignees, successors and agents of the
parties hereto.
10.12
Specific Performance.
----------------------------
The
parties agree that remedies, at least for any breach or threat of breach
of this
Agreement, may be inadequate and that, in the event of any such breach or
threat
of breach, the non-breaching party will be entitled, in addition to all other
rights and remedies otherwise available at law or in equity, to the equitable
remedy of injunctive relief to enforce the provisions of this Agreement.
10.13
Joint Preparation.
------------------------
This
Agreement is to be deemed to have been jointly prepared by the parties hereto
and any uncertainty and ambiguity existing herein shall not be interpreted
against any party hereto, but according to the application of the rules of
interpretation of contracts, if any such uncertainty or ambiguity exists.
10.14
Counterparts.
-------------------
This
Agreement can be executed in one or more counterparts and the counterparts
signed in the aggregate shall constitute a single, original instrument. A
facsimile/photocopy of this Agreement may be used in lieu of the original
for
all purposes.
IN
WITNESS WHEREOF, the parties have executed this Agreement (consisting of
7
pages) so that it is deemed effective as of the day and year first written
above.
XxxxxXxxXxxxxxx.xxx,
Inc. Xxxxx
Xxxxxxxxx (Executive)
By:
/s/ Xxxxx Xxxxxxxx
By:
/s/ Xxxxx Xxxxxxxxx
Dated:___03-20-07________
Dated:____03-20-07_____