SONASOFT EMPLOYMENT AGREEMENT
SONASOFT
EMPLOYMENT AGREEMENT
Employment
Agreement, between Sonasoft, Corp., a California corporation (the “Company”) and
Xxxxx Xxxxx, an individual (the “Employee”)
For good
consideration, the Company employees the Employee on the following terms and
conditions.
2. Term of
Employment.
Subject
to the provisions for termination set forth below this agreement will begin on
January 2, 2003, arid continue for a period of six (6) years, unless sooner
terminated.
3. Salary.
The
Company shall pay Employee a salary in the amount of $10,000.00 per month,
subject to review for increase from time to time. The salary set forth above
shall be paid to the Employee at regular payroll periods. Employee shall also be
entitled to such additional benefits as may be approved by the Board of
Directors at any time, and from time to time.
(a) The
salary set forth above shall be paid to the Employee at regular payroll periods.
Employee shall also be entitled to such additional benefits as may be approved
by the Board of Directors at any time, and from time to time.
(b) It
is understood that the Company is not currently able to pay the full amount of
such salary, therefore the amount not paid shall accrue (the “Accrued Salary”)
to be paid on the terms and conditions set forth in the remainder of this
agreement.
(i) The
Company shall review its financial position from time to time in order to pay
more, and accrue less, salary if able. Such decision will be at the sole
discretion of the Board of Directors.
(ii) The
Company shall have the right to pay any and all Accrued Salary at any time. Such
payment will be made as (i) a “lump sum” payment or (ii) through the regular
payroll process over a twelve (12) month period, or (iii) in Common stock of the
Company at the then fair market value of such common stock. The discretion to
determine which method of payment shall be made by the Board of Directors, if,
and only if, the current board members of the Company constitute at least a
majority of the Board of Directors of the Company, otherwise the form of payment
to be received is at the discretion of the Employee.
(iii) Should
the Company (a) prepare a registration statement to have its shares issued and
listed on a public exchange, or (b) sell more than 80% of its common stock, the
Company shall be required to pay all Accrued Salary remaining to be paid. Such
payment will be made as (i) a “lump sum” payment or (ii) through the regular
payroll process over a twelve (12) month period, or (iii) in common stock of the
Company at the then fair market value of such common stock. The discretion to
determine which method of payment shall be made by the Board of Directors, if,
and only if, the current board members of the Company constitute at least a
majority of the Board of Directors of the Company, otherwise the form of payment
to be received is at the discretion of the Employee.
4.
Duties and
Position.
The
Company hires the Employee in the capacity of VP of Engineering and CTO.
As such, the Employee shall report to Xxxx Xxxxxx (“Manager”). The duties of
Employee shall be as agreed between Employee and Company, as such shall change
from time to time.
5. Employee to Devote Full Time
to Company.
The
Employee will devote full time, attention, and energies to the business of the
Company. Employee is not prohibited from making personal investments in any
other businesses provided those investments do not require active involvement in
the operation of said companies and do not directly compete with the activities
of Company.
6. Confidentiality or Proprietary
Information.
Employee
agrees, during or after the term of this employment, not to reveal confidential
information, or trade secrets to any person, firm, corporation, or entity.
Should Employee reveal or threaten to reveal this information, the Company shall
be entitled to an injunction restraining the Employee from disclosing same, or
from rendering any services to any entity to whom said information has been or
is threatened to be disclosed. The right to secure an injunction is not
exclusive, and the Company may pursue any other remedies it has against the
Employee for a breach or threatened breach of this condition, including the
recovery of damages from the Employee.
7. Reimbursement of
Expenses.
The
Employee may incur reasonable expenses for furthering the Company’s business,
including expenses for entertainment, travel, and similar items. In order for
reimbursement, such items must be approved by Manager prior to Employee
incurring such expenses. The Company shall reimburse Employee for all business
expenses after the Employee presents an itemized account of expenditures,
pursuant to Company policy.
8. Vacation.
The
Employee shall be entitled to a yearly vacation according to the Company’s
standard vacation allowance.
9. Termination of
Agreement.
Without
cause, the Company may terminate this agreement at any time upon written notice
to the Employee. Employee may be required to perform his or her duties and will
be paid the regular salary to date of termination, and, if termination is for
any reason other than cause, or if the Employee resigns for Good Reason, the
Employee, shall be entitled to (i) a severance payment “Severance Payment”)
of
twelve
(12) months of salary at the rate, and with the benefits, in effect at the date
of termination, and (ii) all Accrued Salary that has yet to be paid to Employee.
Such
payment may be made, at the option of Company, as (i) a “lump sum” payment or
(ii) through the regular payroll process over a twelve (12) month period, or
(iii) in Common stock of the Company at the then fair market value of such
common stock. This severance package is a “gross-pay” package and all
appropriate withholding shall be made. If the Employee resigns, other than for
Good Reason, no Accrued Salary or Severance Payment shall be paid.
“Good
Reason” shall mean any one or more of the following:
(i) without
the Employee’s express written consent, the assignment to the Employee of any
duties, or any limitation of the Employee’s responsibilities substantially
inconsistent with the Employee’s positions, duties, responsibilities and status
with the Company; or
(ii) any
failure by the Company to pay, or any material reduction by the Company of
salary commensurate with the terms of this agreement.
“For
Cause” shall mean any one or more of the following:
(i) the
Employee’s theft, dishonesty, or falsification of any Company records; (ii) the
Employee’s improper use or disclosure of the Company’s confidential or
proprietary information; (iii) any action by the Employee which has a
detrimental effect on the Company’s reputation or business; (iv) the Employee’s
failure or inability to perform any reasonable assigned duties after written
notice from the Company of, and a reasonable opportunity to cure, such failure
or inability; (v) any material breach by the Employee of this employment
agreement, which breach is not cured pursuant to the terms of such agreement; or
(vi) the Employee’s conviction of any criminal act which impairs the Employee’s
ability to perform his or her duties with the Company.
10. Effect on Prior
Agreements.
This
Agreement supersedes any prior agreement between the Company or any predecessor
of the Company and the Employee, except that this agreement shall not affect or
operate to
reduce
any benefit or compensation inuring to the Employee of a kind elsewhere provided
and not expressly provided in this agreement. This agreement is also not
intended in any way to affect Employee’s rights as a shareholder.
11. Limited Effect of Waiver by
Company.
Should
Company waive breach of any provision of this agreement by the Employee, that
waiver will not operate or be construed as a waiver of further breach by the
Employee.
12. Severability.
If, for
any reason, any provision of this agreement is held invalid, all other
provisions of this agreement shall remain in effect.
13. Assumption of Agreement by
Successors and Assignees.
The
Company’s rights and obligations under this agreement will inure to the benefit
and be binding upon the Company’s successors and assignees.
14.
Oral Modifications Not
Binding.
This
instrument is the entire agreement of the Company and the Employee. Oral changes
have no effect. It may be altered only by a written agreement signed by the
party against whom enforcement of any waiver, change, modification, extension,
or discharge is sought.
EXECUTED,
on the days and dates set forth below.
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EMPLOYER
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EMPLOYEE
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Xxxxx
Xxxxx
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By:
/s/ Xxxx
Xxxxxx
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By:
/s/ Xxxxx
Xxxxx
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Date:
January 2, 2003
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Date:
January 2, 2003
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FIRST
ADDENDUM TO
SONASOFT
EMPLOYMENT AGREEMENT
This First Addendum to Employment
Agreement IS entered into by and between Sonasoft, corp., a California
corporation, (the “Company”) and XXXXX
XXXXX , an individual (the “Employee”)
The Company and Employee hereby agree,
for valuable consideration, that the term of the Employment Agreement between
the parties, a copy of which is attached hereto (the “Employment Agreement”), is
hereby extended until 31ST DECEMBER,
2011.
All other terms and conditions of the
Employment Agreement shall remain the same.
EXECUTED, on the days and dates set
forth below.
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EMPLOYER
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EMPLOYEE
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Xxxxx
Xxxxx
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By:
/s/ Xxxx
Xxxxxx
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By:
/s/ Xxxxx
Xxxxx
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Date:
2/5/08
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Date:
2/5/08
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