EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of
April 1, 2008, by and between InnerLight Holdings, Inc., a corporation organized
under the laws of the State of Delaware (hereafter referred to as "Employer")
and Xxxxx X. Xxxxxxx, an individual (hereafter referred to as
"Employee").
In consideration of the mutual
covenants herein contained, and other good and valuable consideration, the
parties hereto agree as follows:
1. Employment.
(a) Employer hereby agrees
to employ Employee, and Employee agrees to serve as an employee of Employer or
as an employee of one or more of its subsidiaries, during the Period of
Employment, as defined in Section 2, in such executive capacity as is set forth
herein. During the Period of Employment, Employee also agrees to
serve on the Board of Directors of Employer, as well as a member of any
committee of the Board of Directors of the Employer to which Employee may be
elected or appointed. Employer agrees to take the steps necessary to
facilitate the election of Employee to the Board of Directors of Employer as
soon as possible after the execution of this Agreement. At its
meeting held on the 1st day of April, 2008, the Board of Directors of Employer
elected Employee to the additional posts of Chief Financial Officer of Employer
effective as of the date of this Agreement. It is the intention of
the Board of Directors to reelect Employee to such positions during the balance
of the Period of Employment.
(b) If after the annual
meeting of the Board of Directors of Employer or at any time thereafter during
the Period of Employment, the Board of Directors fails, without Employee's
consent, to elect or reelect Employee as Chief Financial Officer of Employer and
as a Director of Employer, or removes Employee from such offices or
directorship, or if at any time during the Period of Employment, Employee shall
fail to be vested by the Board of Directors of Employer with the power and
authority of Chief Financial Officer of Employer or Employee shall lose any
significant duties or responsibilities attending such offices, Employee shall
have the right by written notice to Employer to terminate his services
hereunder, effective as of the last day of the month of receipt of such notice,
in which event the Period of Employment, as hereinafter defined, shall so
terminate on such last day of the month; such termination under such
circumstances shall be deemed pursuant to paragraph (a) of Section 5 hereof as a
termination by Employer other than for material breach or just cause with all of
the consequences which flow from such termination.
2. Period of
Employment.
The "Period of Employment" shall be the
period commencing on the 1st day of April, 2008 and ending on the 31st day of
March, 2013.
3. Duties During the Period of
Employment.
Employee shall devote his time,
attention, and best efforts to the affairs of Employer and its subsidiaries
during the Period of Employment, provided, however, that
Employee may engage in other activities, such as activities involving
charitable, educational, religious and similar types of organizations,
membership on the Board of Directors of other organizations (as Employer may
from time to time agree to), and similar type activities to the extent that such
other activities do not inhibit or prohibit the performance of his duties under
this Agreement, or conflict in any material way with the business of Employer
and its subsidiaries.
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4. Current Cash
Compensation.
(a) Base Annual
Salary. Employer will pay to Employee during the Period of
Employment commencing on the 1st day of April, 2008 a base annual salary of
$150,000.00 payable in substantially equal bi-weekly installments during each
calendar year, or portion thereof, of the Period of Employment. It is agreed
that Employee will receive a minimum 10% increase in base salary every year
thereafter during the Period of Employment ending on the 31st day of March,
2013; provided,
however, it is agreed between the parties that the Employer shall review
annually, and in light of such review may, in the discretion of the Board of
Directors, increase further such base annual salary taking into account
Employee's then responsibilities, increase in the cost of living, performance by
Employee, and other pertinent factors.
(b) Bonus. During
the Period of Employment, Employer, in its sole discretion, will award Employee
an annual bonus based on his performance and other factors; provided, however, that
Employer will pay Employee a minimum annual bonus in respect of his services for
each calendar year of $30,000.00. If the Period of Employment should
terminate other than at the end of a calendar year, Employer will pay Employee
as his last bonus a minimum of that portion of $30,000.00 prorated over the
number of complete months of service during the last calendar year of service;
provided, however, that
the minimum bonus for 2008 shall be $30,000.00 regardless of whether the Period
of Employment shall terminate during 2008. While not being legally
required to pay any bonus in excess of the minimum bonus, Employer agrees to
take into account, in determining the amount of the annual bonus, the factors
described in paragraph (a) hereof. The bonus in respect of any
calendar year shall be paid on or before the 15th day of March of the succeeding
calendar year.
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5. Termination.
(a) Termination by Employer
other than for Material Breach of Just Cause; Voluntary
Terminations. If Employer should terminate the Period of
Employment for other than just cause or material breach, as herein defined, in
addition to all other benefits payable as provided for hereunder, Employer shall
forthwith pay to Employee in one lump sum the amounts otherwise payable to
Employee pursuant to paragraphs (a) and (b) of Section 4. Finally, the
restrictions on the shares of restricted stock will lapse immediately, and such
shares will become non-forfeitable. The foregoing provisions are
subject to the proviso that if the Period of Employment should terminate on or
after the 31st day of March, 2013, the payments and other benefits received
pursuant to this paragraph including shares of restricted stock with respect to
which the restrictions have already lapsed and shares of such stock with respect
to which such restrictions lapse by virtue of this paragraph, but excluding any
dividends with respect to shares of such restricted stock.
"Just
cause" and "Material breach" shall mean not performing one’s duties, willful
misconduct in following the legitimate directions of the Board of Directors';
excessive absenteeism not related to illness, sick leave or vacations, but only
after notice from the Board of Directors followed by a repetition of such
excessive absenteeism; or continuous conflicts of interest after notice in
writing from the Board of Directors.
(b) Resignation by
Employee. If during the Period of Employment, Employee shall
exercise his right of termination under paragraph (b) of Section 1, he shall
resign voluntarily as Director and as an employee of Employer upon the notice
set forth in such paragraph (b).
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6. Nondisclosure.
Employee shall not, at any time during
or following the Period of Employment, disclose, transfer or sell, except in the
course of employment with Employer, any confidential information or proprietary
data of Employer and its subsidiaries so long as such information or proprietary
data remains confidential and has not been disclosed or is not otherwise in the
public domain.
7. Notices.
All notices under this Agreement shall
be in writing and shall be deemed effective when delivered in person (in the
Employer's case, to its Secretary) or thirty-six (36) hours after deposit
thereof in the United States mails, postage prepaid, for delivery as registered
or certified mail -- addressed, in the case of Employee, to the Employee's
residential address, and in the case of Employer, to its corporate headquarters,
attention of the Secretary, or to such other address as Employee or Employer may
designate in writing at any time or from time to time to the other
party. In lieu of personal notice or notice by deposit in the United
States mail, a party may give notice by telegram or telex.
8. Representations and
Warranties of Employer.
Employer represents and warrants that
the execution of this Agreement has been duly authorized by resolution of its
Board of Directors, and that this Agreement constitutes a valid and binding
obligation of Employer in accordance with its terms.
9. Miscellaneous.
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This Agreement constitutes the entire
understanding between Employer and Employee relating to employment of Employee
by Employer and its subsidiaries and supersedes and cancels all prior written
and oral agreements and understandings with respect to the subject matter of
this Agreement. This Agreement may be amended but only by a
subsequent written agreement of the parties.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the year and day first above
written.
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By:___________________________
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Its:___________________________
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______________________________
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SIGNATURE
OF EMPLOYEE
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______________________________
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NAME
OF EMPLOYEE
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