EXECUTIVE EMPLOYMENT AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated May 15, 2007 by and
between Inform Worldwide Holdings, Inc., a company incorporated under the laws
of Nevada (the "Company"), and Xxxxxx Xxxxxxxxxxx , an individual (the
"Executive") with reference to the following facts:
A.
Inform
Worldwide Holdings, Inc. (“the Company”) is a holding company seeking to be
engaged in the exploration and production of natural resources.
B.
Company and Executive desire to enter into an agreement to provide for
Executive's employment by the Company upon the terms and conditions set forth
in
this Agreement.
NOW
THEREFORE, in consideration of the foregoing facts and mutual agreements set
forth below, the parties, intending to be legally bound, agree as follows:
1.
Employment. The Company hereby agrees to employ Executive, and Executive hereby
accepts such employment and agrees to perform Executive's duties and
responsibilities in accordance with the terms and conditions hereinafter set
forth.
1.1
Duties and Responsibilities. Executive shall serve as Acting Chief Executive
Officer. During the Employment Term, Executive shall perform all duties and
accept all responsibilities incident to such positions and other appropriate
duties as may be assigned to Executive by the Company's Board of Directors
from
time to time. Executive shall also serve as a director of the Company if
requested by the Company's Board of Directors and as an officer of one or more
of the Company's subsidiaries without any additional compensation. The Company
shall retain full direction and control of the manner, means and methods by
which Executive performs the services for which he is employed hereunder and
of
the place or places at which such services shall be rendered. The Executive
also
agrees that in the absence of a Chief Financial Officer, he will sign various
federal and state securities filings as the Company's principal accounting
officer. Without limiting the forgoing, the Executive that he will be present
in
the Company's Nevada offices not less than normal business hours, unless
Executive is on approved business travel, vacation or it is not a business
day.
1.2
Employment Term. The term of Executive's employment under this Agreement shall
commence as of May 15 2007 (the "Effective Date") and shall continue for 48
months, unless earlier terminated in accordance with Section 4 hereof. The
term
of Executive's employment shall be automatically renewed for successive one
(1)
year periods until the Executive or the Company delivers to the other party
a
written notice of their intent not to renew the "Employment Term," such written
notice to be delivered at least sixty (60) days prior to the expiration of
the
then-effective "Employment Term" as that term is defined below. The period
commencing as of the Effective Date and ending 18 months thereafter or such
later date to which the term of Executive's employment under the Agreement
shall
have been extended by mutual written Agreement is referred to herein as the
"Employment Term."
1.3
Extent of Service. During the Employment Term, Executive agrees to use
Executive's best efforts to carry out the duties and responsibilities under
Section 1.1 hereof and to devote substantially all Executive's business time,
attention and energy thereto. Executive further agrees not to work either on
a
part-time or independent contracting basis for any other business or enterprise
during the Employment Term without the prior written consent of the Company's
Board of Directors (the "Board"), which consent shall not be unreasonably
withheld.
1.4
Base
Salary. The Company shall pay Executive a base salary (the "Base Salary") at
the
monthly rate of $10,000 (U.S.) until such time as the Company reaches $5,000,000
in revenues, at which time the monthly Base Salary shall increase to $20,000.
With each subsequent increase in annual revenues of $2,500,000, in a calendar
year, Executive shall receive an addition $10,000 per month. The Base Salary
shall be subject to all state, federal, and local payroll tax withholding and
any other withholdings required by law.
1.5
Incentive Compensation. Executive is eligible to earn a performance-based cash
bonus of $50,000 for each oil and gas project that shows a sustained increase
in
production, for a minimum of six months, of 50 Barrels Per Day (“bpd”) over the
production level at acquisition attributable to the efforts of Executive, and
$100,000 for each project that shows a sustained increase in production, for
a
minimum of six months, of 100 bpd over the production level at acquisition
attributable to the efforts of Executive.
1.6
Options. The Board of Directors or the Committee, if given the authority over
the Company's 2007 Incentive and Non-Qualified Stock Option Plan (“the
Plan”),shall issue Options to Employee as indicated below. The Plan shall be
within the next 120 days from the date of this Agreement upon the approval
of
the Plan of holders of the majority of the issued and outstanding shares.
Employee shall receive:
(a)
a
non-qualified performance ten year option to purchase up to 500,000 additional
Company Common Shares at an exercise price of a discount to market, which shall
vest pursuant to the following schedule: Assuming the Executive is employed
by
the Company on the vesting dates, 300,000 options will vest within six months
of
the adoption of the Plan and 200,000 options will vest one year from the
adoption of the Plan.
(b)
for
facilitating equity financings for the Company, Executive shall receive an
Option Bonus equal in value to the equivalent of 2% of equity raised in Options
to purchase additional Company Common Shares at $1.00 per share, and for debt
raised, Executive shall receive an Option Bonus equal in value to the equivalent
of $0.5% of the debt raised, in Options.
(c)
the
Board or the Committee in exercising its unrestricted discretion may grant
such
additional options to the Executive each year of the Employment Term as it
deems
appropriate
1.7
Other
Benefits. During the Employment Term, Executive shall be entitled to participate
in all employee benefit plans and programs made available to the Company's
senior level executives as a group or to its employees generally, as such plans
or programs may be in effect from time to time (the "Benefit Coverages"),
including, without limitation, medical, dental, hospitalization, short-term
and
long-term disability and life insurance plans, accidental death and
dismemberment protection and travel accident insurance. Executive shall be
provided a luxury motor vehicle, office space and staff assistance appropriate
for Executive's position and adequate for the performance of his duties.
1.8
Reimbursement of Expenses; Vacation; Sick Days and Personal Days. Executive
shall be provided with reimbursement of expenses related to Executive's
employment by the Company on a basis no less favorable than that which may
be
authorized from time to time by the Board, in its sole discretion, for senior
level executives as a group. Executive shall be entitled to vacation and
holidays in accordance with the Company's normal personnel policies for senior
level executives, but not less than three (3) weeks of vacation per calendar
year, provided Executive shall not utilize more than ten (10) consecutive
business days without the express consent of the Board of Directors. Unused
vacation time will be forfeited as of December 31 of each calendar year of
the
Employment Term. Executive shall be entitled to no more than an aggregate of
ten
(10) sick days and personal days per calendar year.
1.9
Compensation for Identifying and Closing Transactions. Executive shall be,
on a
case by case basis, be awarded shares of Common Stock or cash as compensation
for identifying and closing a Transaction that favorably impacts the Company.
The Board of Directors, not including Executive, will vote on appropriate
compensation for each such Transaction.
1.10
Except as expressly provided in Sections 1.4 through 1.9, Executive shall not
be
entitled to any other compensation or benefits.
2.
Confidential Information. Executive recognizes and acknowledges that by reason
of Executive's employment by and service to the Company before, during and,
if
applicable, after the Employment Term, Executive will have access to certain
confidential and proprietary information relating to the Company's business,
which may include, but is not limited to, trade secrets, trade "know-how,"
product development techniques and plans, formulas, customer lists and
addresses, financing services, funding programs, cost and pricing information,
marketing and sales techniques, strategy and programs, computer programs and
software and financial information (collectively referred to as "Confidential
Information"). Executive acknowledges that such Confidential Information is
a
valuable and unique asset of the Company and Executive covenants that he will
not, unless expressly authorized in writing by the Company, at any time during
the course of Executive's employment use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation
except in connection with the performance of Executive's duties for the Company
and in a manner consistent with the Company's policies regarding Confidential
Information. Executive also covenants that at any time after the termination
of
such employment, directly or indirectly, he will not use any Confidential
Information or divulge or disclose any Confidential Information to any person,
firm or corporation, unless such information is in the public domain through
no
fault of Executive or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business of the
Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Executive to divulge, disclose
or
make accessible such information. All written Confidential Information
(including, without limitation, in any computer or other electronic format)
which comes into Executive's possession during the course of Executive's
employment shall remain the property of the Company. Except as required in
the
performance of Executive's duties for the Company, or unless expressly
authorized in writing by the Company, Executive shall not remove any written
Confidential Information from the Company's premises, except in connection
with
the performance of Executive's duties for the Company and in a manner consistent
with the Company's policies regarding Confidential Information. Upon termination
of Executive's employment, the Executive agrees to return immediately to the
Company all written Confidential Information (including, without limitation,
in
any computer or other electronic format) in Executive's possession. As a
condition of Executive's continued employment with the Company and in order
to
protect the Company's interest in such proprietary information, the Company
shall require Executive's execution of a Confidentiality Agreement and
Inventions Agreement in the form attached hereto as Exhibit "B", and
incorporated herein by this reference.
3.
Termination.
5.1
By
Company. The Company, acting by duly adopted resolutions of the Board of
Directors, may, in its discretion and at its option, terminate the Executive's
employment with or without Cause, and without prejudice to any other right
or
remedy to which the Company or Executive may be entitled at law or in equity
or
under this Agreement; provided that the Company shall only terminate the
Executive without Cause with the consent of the majority of the directors..
In
the event the Company desires to terminate the Executive's employment without
Cause, the Company shall give the Executive not less than ninety (90) days
advance written notice. Termination of Executive's employment hereunder shall
be
deemed to be "for Cause" in the event that Executive violates any provisions
of
this Agreement, is guilty of any criminal act other than minor traffic
violations, is guilty of willful misconduct or gross neglect, or gross
dereliction of his duties hereunder or refuses to perform his duties hereunder
after notice of such refusal to perform such duties or directions was given
to
Executive by the Board of Directors.
3.2
By
Executive's Death or Disability. This Agreement shall also be terminated upon
the Executive's death and/or a finding of permanent physical or mental
disability, such disability expected to result in death or to be of a continuous
duration of no less than twelve (12) months, and the Executive is unable to
perform his usual and essential duties for the Company.
3.3
Compensation on Termination. In the event the Company terminates Executive's
employment, all payments under this Agreement shall cease, except for Base
Salary to the extent already accrued. In the event of termination by reason
of
Executive's death and/or permanent disability, Executive or his executors,
legal
representatives or administrators, as applicable, shall be entitled to an amount
equal to Executive's Base Salary accrued through the date of termination, plus
a
pro rata share of any annual bonus to which Executive would otherwise be
entitled for the year which death or permanent disability occurs. Upon
termination of Executive, if Executive executes a written release, substantially
in the form attached hereto as Exhibit "C" (the "Release"), of any and all
claims against the Company and all related parties with respect to all matters
arising out of Executive's employment by the Company (other than Executive's
entitlement under any employee benefit plan or program sponsored by the Company
in which Executive participated), unless the Employment Term expires or
termination is for Cause, the Executive shall receive, in full settlement of
any
claims Executive may have related to his employment by the Company, Base Salary
for 30 calendar days from the date of termination, provided Executive is in
full
compliance with the provisions of Sections 2 and 3 of this Agreement.
3.4
Compensation On Termination In The Event Of A Change In Control. For purposes
of
this section, "Change in Control” means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act, whether or not the
Company is subject to the Exchange Act at such time; provided, however, that
without limiting the generality of the foregoing, such a Change in Control
shall
in any event be deemed to occur if and when:
(a)
Any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act), the Company, its subsidiaries and affiliates (as defined in Rule 12b-2
under the Exchange Act), becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing (A) more than 25% of the combined voting power of the Company's
then outstanding securities, and (B) more than the percentage of the combined
voting power of the Company's then outstanding securities beneficially owned,
directly or indirectly, at that time by another entity;
(b)
stockholders approve a merger or consolidation as a result of which securities
representing less than 70% of the combined voting power of the outstanding
voting securities of the surviving resulting corporation will be beneficially
owned, directly or indirectly, in the aggregate by the former stockholders
of
the Company;
(c)
stockholders approve either (A) an agreement for the sale or disposition of
all
or substantially all of the Company's assets to an entity which is not a
subsidiary of the Company, or (B) a plan of complete liquidation;
or
(d)
the
Persons who were members the Board of Directors immediately before a tender
offer by any Person other than the Company or a subsidiary or affiliate of
the
Company, or before a merger, consolidation, or contested election, or before
any
combination of such transactions, cease to constitute a majority of the Board
of
Directors as a result of such transaction or transactions.
(e)
The
parties recognize and agree that, if the Company terminates the Executive’s
employment during the term of this Agreement, or if, in connection with or
following a Change in Control, the Executive’s position is eliminated or the
Executive is no longer a Executive of the Company with all power, authority
and
responsibility normally attended to such office and consistent with his prior
position, the actual damages to the Executive would be difficult if not
impossible to ascertain and agree that the Executive's sole remedy shall be
a
right to receive amounts determined and paid in accordance with the provisions
of this Section. The Executive shall not be required to mitigate the amount
of
any payment provided for in this Section 4.4 by seeking other employment or
otherwise, nor shall any compensation earned by the Executive in other
employment or otherwise reduce the amount of any payment provided for in this
Section 4.4. Any severance pay will not be a condition to waiving any other
right of the Executive.
(b)
Change in Control. If the Company shall terminate the Executive's employment
during the term of this Agreement in connection with or following a Change
in
Control, the Executive’s position is eliminated or the Executive is no longer a
Executive as outlined in the Agreement with all power, authority and
responsibility attendant to such office and consistent with his prior position,
then, unless Executive is terminated for Cause, as severance pay or liquidated
damages or both:
(i)
The
Company shall pay the Executive the Executive’s full Base Salary through the
Date of Termination at the rate in effect at the time Notice of Termination
is
given, together with any other amounts payable to the Executive for periods
prior to the Date of Termination and all outstanding stock options shall become
immediately vested and exercisable;
(ii)
The
Company shall pay the Executive a lump sum payment, on the tenth day after
the
Date of Termination, equal to 100% of (A) the Base Salary at the rate in effect
as of the Date of Termination, plus (B) the average annual incentive award
awarded to the Executive by the Company or any subsidiary of the Company for
any
of the five most recent fiscal years for which annual incentive award
determinations were made before the Date of Termination, except as limited
by
applicable law; provided, however, that notwithstanding the foregoing, under
no
circumstances shall the Company pay the Executive a payment that would result
in
an "Excess Parachute Payment," as defined in Section 280G(b) of the Code;
provided, further, that in the event any payment under this clause (ii) would
constitute an Excess Parachute Payment, such payment shall be reduced to the
extent necessary so that the payment does not constitute an Excess Parachute
Payment; and
(iii)
The
Company shall pay any amounts, including three years of Company paid family
medical coverage (if Company has medical coverage).
(c)
Nothing shall deprive the Executive of any rights, payments, benefits or service
credit for benefits after termination of employment which were earned pursuant
to any provision of this Agreement or any plan or practice of the Company on
or
prior to such termination including, without limitation, any pension or welfare
benefits and any rights under the Company's pension, deferred compensation
or
stock option or other benefit plans and any legal fees and expenses
payable.
3.5
Voluntary Termination. Executive may voluntarily terminate the Employment Term
upon sixty (60) days' prior written notice for any reason; provided, however,
that no further payments shall be due under this Agreement in that event except
that Executive shall be entitled to any benefits due under any compensation
or
benefit plan provided by the Company for executives or otherwise outside of
this
Agreement.
4
General
Provisions.
4.1
Modification: No Waiver. No modification, amendment or discharge of this
Agreement shall be valid unless the same is in writing and signed by all parties
hereto. Failure of any party at any time to enforce any provisions of this
Agreement or any rights or to exercise any elections hall in no way be
considered to be a waiver of such provisions, rights or elections and shall
in
no way affect the validity of this Agreement. The exercise by any party of
any
of its rights or any of this elections under this Agreement shall not preclude
or prejudice such party from exercising the same or any other right it may
have
under this Agreement irrespective of any previous action taken.
4.2
Notices. All notices and other communications required or permitted hereunder
or
necessary or convenient in connection herewith shall be in writing and shall
be
deemed to have been given when hand delivered or mailed by registered or
certified mail as follows (provided that notice of change of address shall
be
deemed given only when received):
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If
to the Company, to:
Inform
Worldwide Holdings, Inc.
0000
Xxxxx
Xxxxx Xxxxxx Xxxxxxx, #000
Xxxxxxxxx, Xxxxxx 00000
If
to Executive, to:
Xxxxxx Xxxxxxxxxxx
0000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, #000
Xxxxxxxxx, Xxxxxx 00000
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Or
to
such other names or addresses as the Company or Executive, as the case may
be,
shall designate by notice to each other person entitled to receive notices
in
the manner specified in this Section.
4.3
Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
4.4
Further Assurances. Each party to this Agreement shall execute all instruments
and documents and take all actions as may be reasonably required to effectuate
this Agreement.
4.5
Severability. Should any one or more of the provisions of this Agreement or
of
any agreement entered into pursuant to this Agreement be determined to be
illegal or unenforceable, then such illegal or unenforceable provision shall
be
modified by the proper court or arbitrator to the extent necessary and possible
to make such provision enforceable, and such modified provision and all other
provisions of this Agreement and of each other agreement entered into pursuant
to this Agreement shall be given effect separately from the provisions or
portion thereof determined to be illegal or unenforceable and shall not be
affected thereby.
4.6
Successors and Assigns. Executive may not assign this Agreement without the
prior written consent of the Company. The Company may assign its rights without
the written consent of the executive, so long as the Company or its assignee
complies with the other material terms of this Agreement. The rights and
obligations of the Company under this Agreement shall inure to the benefit
of
and be binding upon the successors and permitted assigns of the Company, and
the
Executive's rights under this Agreement shall inure to the benefit of and be
binding upon his heirs and executors. The Company's subsidiaries and controlled
affiliates shall be express third party beneficiaries of this Agreement.
4.7
Entire Agreement. This Agreement supersedes all prior agreements and
understandings between the parties, oral or written. No modification,
termination or attempted waiver shall be valid unless in writing, signed by
the
party against whom such modification, termination or waiver is sought to be
enforced.
4.8
Counterparts; Facsimile. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original,
and all of which taken together shall constitute one and the same instrument.
This Agreement may be executed by facsimile with original signatures to follow.
IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
this Agreement as of the date first written above.
INFORM
WORLDWIDE HOLDINGS, INC.
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By:
/s/ Xxxxxx Xxxxxxxxxxx
-----------------------
Chairman
of the Board
/s/
Xxxxxx Xxxxxxxxxxx
-----------------------
Xxxxxx
Xxxxxxxxxxx
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