EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
This
Executive Employment Agreement (“Agreement”) is entered into as
of May 5,
2008
(“Effective Date”) by and between Xxxxxx Xxxxxx, an individual (“Executive”),
and Stratos Renewables Corporation, a Nevada corporation (“Company”). Company
and Executive are each a “Party” to this Agreement and are sometimes
collectively referred to as “Parties.”
In
consideration of the mutual covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Company and Executive agree as
follows:
1. Employment.
Company
employs Executive, and Executive agrees to be employed by Company, upon the
terms and conditions set forth in this Agreement beginning on the Effective
Date
and continuing for two (2) years, until May 5,
2010,
or such
earlier date on which Executive’s employment is terminated under Section 4 of
this Agreement (the “Term”). Thereafter, this Agreement shall automatically be
renewed and the Term extended for additional consecutive terms of one (1) year
(each a “Renewal Term”), unless such renewal is objected to by either Company or
Executive upon ninety (90) days written notice prior to the commencement of
the
next Renewal Term.
2. Duties.
2.1 Basic
Duties.
Executive
agrees to serve as President of the Company, however his duties and
responsibilities will be limited to the supervision, coordination and completion
of all elements of the Company’s ethanol project in Peru. Notwithstanding the
responsibilities usually invested in the President of a United States Company,
his responsibilities shall be limited to the foregoing.
2.2 Time
Directed to Employment.
The
parties acknowledge the position as president as hereinafter provided. Executive
will donate such time to the project as he in his sole discretion deems
necessary to perform his duties. Executive will perform his duties and
responsibilities faithfully, diligently and to the best of his abilities.
2.3 No
Conflicting Agreements.
Executive
represents and warrants that his performance of his duties under this Agreement
does not and will not breach any other agreement, including any confidentiality
or non-disclosure agreements with prior employers or other persons. Executive
represents and warrants that he has not entered into, and will not enter into,
any agreement, either written or oral, in conflict with this Agreement.
Executive represents and warrants that he has disclosed to Company any actual
or
potential conflicts.
2.4 Duty
of Loyalty.
Executive
acknowledges and agrees that Executive owes a fiduciary duty of loyalty,
fidelity and allegiance to act at all times in the best interests of Company
and
to do no act which would intentionally injure Company’s business, its interests,
or its reputation. Executive understands that it is Company’s policy to conduct
its business according to the highest ethical and legal standards and agrees
to
uphold those standards of business conduct and ethical principles, and comply
with all applicable laws and regulations and Company’s policies.
2.5 Place
of Performance.
Executive
shall be based at his domicile, except for required travel on Company’s business
as needed with principle activities in Peru.
3. Compensation
and Method of Payment.
3.1 Total
Compensation.
As
compensation under this Agreement, Company will pay and Executive will accept
the following:
3.1.1. For
each
year of this Agreement, measured from the Effective Date, base compensation
(“Base Salary”) of Two Hundred Fifty Thousand Dollars ($250,000.00); provided,
however, that Company will review Executive’s Base Salary and may in its sole
discretion increase Executive’s Base Salary, subject to the approval of the
Board of Directors.
3.1.2. Company
will pay Executive a bonus in the amount of Two Hundred Fifty Thousand Dollars
($250,000.00) on each anniversary date of this Agreement for so long as
Executive continues to be employed by the Company.
3.1.3.
Company
will pay Executive an additional incentive bonus in an amount and based on
performance to be determined by the Company’s compensation
committee.
3.1.4. During
the Term, Executive is eligible for incentive bonuses which may be awarded
by
Company based on milestones, with the approval of the Compensation Committee
of
the Board of Directors, in its sole discretion.
3.1.5. Executive
Expenses. Company will pay or reimburse Executive for all expenses incurred
by
Executive on behalf of, or conducting business on behalf of, the Company’s
business including, but not limited to, the following: (a) all travel and
entertainment expenses, all air travel to be business class (or first class
if
there is no business class); (b) unlimited travel between Executive’s residence
and any location at which he conducts his duties; (c) provide Executive with
a
suitable apartment for his use while in Peru; (d) reimburse Executive for any
local taxes which may be incurred in Peru; and (e) reasonable attorney and
accounting fees in connection with compliance with United States law and
regulations, including but not limited to Securities Tax, Trade and Corporate
compliance.
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3.1.6.
Executive will be entitled to participate in employee fringe benefits, health
insurance, life insurance and other programs which Company may adopt from
time-to-time for executives of the Company. Participation will be in accordance
with any plans and any applicable policies adopted by the Company.
3.1.7. Company
will provide director and/or officer insurance in form and amount satisfactory
to both Executive and Company. Upon issuance of such policy it cannot be amended
or terminated without Executive’s consent.
3.2 Payment
of Compensation.
Company
will pay Executive Base Salary in twelve equal monthly installments, commencing
with the first day of May, 2008. Withholding taxes shall be determined in accord
with applicable U.S. tax law applied to a non-resident U.S.
citizen.
4. Termination
of Agreement.
This
Agreement and all obligations under this Agreement (except those obligations
which expressly survive the termination of this Agreement) will terminate upon
the earliest to occur of any of the following:
4.1 By
Expiration.
This
Agreement and the employment of Executive will terminate at the expiration
of
the Term or any Renewal Term.
4.2 Termination
for Cause by Company.
Company
may terminate Executive at any time if it believes in good faith that it has
Cause (as defined below) to terminate Executive. “Cause” shall include, but not
be limited to:
4.2.1. Executive’s
gross negligence and/or willful misconduct with respect to Company and/or its
subsidiaries and affiliates, and/or their predecessors and successors;
4.2.2. Executive’s
refusal to follow Company’s lawful directions or substantial and repeated
failure to perform Executive’s duties as defined in Paragraph 2 hereof;
provided, that with respect to any violation of this Section 4.2.2 that is
subject to cure, Executive will have the right, within thirty (30) calendar
days
after receipt of written notice from Company, to cure such event or circumstance
giving rise to the violation, in the event of which such event or circumstance
shall be deemed to not constitute Cause;
4.2.3. Executive’s
commission of a felony;
4.2.4. Executive’s
substantiated acts or omissions which constitute discriminatory, harassing
or
retaliatory conduct, theft, fraud, dishonesty, including Executive’s violation
of restrictive covenants in Section 5 of this Agreement. With respect to
violation of the restrictive covenants in Section 5 of this Agreement, no
violation is effected until a final adjudication by a court.
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4.2.5. Executive
shall have been repeatedly or habitually intoxicated or under the influence
of
drugs while on the premises of Company or while performing any of his duties
or
obligations.
4.3 Resignation
by Executive.
Executive
has the right to resign Executive’s engagement for Good Reason upon ninety (90)
calendar days’ prior written notice to Company (the “Resignation Notice”). On
Executive’s last day of the engagement, concurrently with his resignation,
Company will deliver a signed general mutual release form to Executive. If
Executive executes and delivers the general mutual release form to Company
within thirty (30) calendar days after Executive’s receipt thereof and does not
revoke such general release form pursuant to any applicable revocation periods,
then Company will pay Executive Special Severance Pay as defined in this
Agreement within ten (10) business days after the date of Executive’s execution
and delivery of such release and the expiration of any revocation period. If
Executive purports to resign without Good Reason and fails to render services
under this Agreement, such act and such failure shall be a material breach
of
this Agreement and Company shall be entitled to terminate Executive for Cause.
“Good Reason” means that, without Executive’s written consent, on or more of the
following events occurred after Executive’s execution of this
Agreement:
4.3.1. Demotion.
A
material adverse change in Executive’s status, title or position as defined in
Paragraph 2.
4.3.2. Pay
Cut.
Executive’s annual Base Salary or annual bonus is reduced or not been
paid.
4.4. Termination
for Disability, Death or a Reason Other Than For Cause.
4.4.1. Executive’s
employment will terminate immediately upon the death of Executive.
4.4.2. Except
as
prohibited by applicable law, Company may terminate Executive’s employment on
account of Disability. “Disability” means a physical or mental illness, injury,
or condition that prevents Executive from performing substantially all of
Executive’s duties under this Agreement for at least ninety (90) consecutive
calendar days or for at least one hundred twenty (120) calendar days, whether
or
not consecutive, in any three hundred and sixty-five (365) calendar day period,
as certified by a physician selected by the Board of Directors in good
faith.
4.4.3. Company
may terminate Executive’s employment without cause or for any reason by
providing ninety (90) days notice subject to Section 4.5.3.
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4.5 Effect
of Termination.
4.5.1. Termination
due to Expiration of Term or Renewal Term.
If
Executive’s employment is terminated due to the expiration of the Term or any
Renewal Term pursuant to Section 4.1, Company will pay Executive accrued
compensation and benefits due to Executive under Section 3 through the last
day
of Executive’s employment (“Accrued Benefits”). Except to the extent required by
law, all other obligations and liabilities of Company shall terminate as of
the
effective date of any such termination.
4.5.2. Termination
by Company for Cause.
In the
event that Executive’s employment is terminated by Company for “Cause” pursuant
to Section 4.2, Company will pay Executive Accrued Benefits required to be
paid
at termination by law. Except to the extent required by law, all other
obligations and liabilities of Company shall terminate as of the effective
date
of any such termination.
4.5.3. Termination
by Company Without Cause, by Executive for Good Reason, or Termination Upon
Death or Disability of Executive.
If
Executive (a) dies, (b) is terminated by Company for Disability or (c) is
terminated by Company for a reason other than for Cause, then Company will
pay
Accrued Benefits to Executive or his personal representative or estate. In
addition, Company will deliver an executed general mutual release form to
Executive or his personal representative or estate promptly after such death
or
termination. If Executive or his personal representative or estate executes
and
delivers the general mutual release form to Company within thirty (30) calendar
days after Executive’s (or his personal representative’s or estate’s) receipt
and does not revoke such general release form pursuant to any applicable
revocation periods, then Company shall make one (1) lump sum payment, within
thirty (30) business days, of (i) one (1) full year of Base Salary plus any
accrued unpaid bonuses and (ii) Base Salary for the remainder of the Term plus
any accrued unpaid bonuses (the “Special Severance Payment”). Except to the
extent required by law, all other obligations and liabilities of Company shall
terminate as of the date of termination.
4.5.4. Resignation
as Board Member of Officer.
Immediately upon the termination of Executive’s employment with Company,
Executive will tender a written notice of Executive’s resignation from any and
all offices of Company and all subsidiaries, affiliates or clients in which
Executive represents Company in the capacity of an officer or director.
Notwithstanding any failure by Executive to provide Company with such written
notice of resignation within three (3) days after the date of the termination
of
Executive’s employment with Company, Executive hereby authorizes and directs the
Board of Directors to accept Executive’s resignation from all said positions
effective as of the date of termination of Executive’s employment.
5. Property
Rights and Obligations of Executive.
5.1 Confidential
Information.
For
purposes of this Agreement, “Confidential Information” includes any and all
financial, cost and pricing information and any and all providers, brokers,
marketing plans, advertising, contracts, potential contracts, strategies,
forecasts, pricing, methods, practices, techniques, business plans and financial
plans and information obtained in any drawings, designs, plans, proposals,
customer lists, records of any kind, data, formulas, specifications, concepts
or
ideas, where such information is reasonably related to the business of Company,
has been divulged to or learned by Executive during the term of his employment
by Company, and has not previously been publicly released by duty authorized
representatives of Company or otherwise lawfully entered the public
domain.
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5.2 Preservation
of Trade Secrets.
Executive
will preserve as confidential all Confidential Information pertaining to
Company’s business that have been obtained or learned by reason of his
employment. Executive will not, without the prior written consent of Company,
either use for his own or for any other person’s benefit or purposes or disclose
or permit disclosure to any third parties, either during the Term or thereafter
(except as required in fulfilling the duties of his employment), any
Confidential Information. Executive may only use Company’s trade names and
trademarks in connection with Company’s products and services, in such manner
and for such purposes as may be authorized by Company. Upon termination of
this
Agreement, Executive immediately will cease the use of such trade names and
trademarks and eliminate them wherever they have been used or incorporated
by
Executive. In addition, Executive agrees that he will not disclose to Company
or
induce Company to use any trade secrets belonging to any third party. Executive
agrees that he will not disclose proprietary information belonging to a former
employer or other entity without its written permission. Executive will
indemnify and hold Company harmless from any liabilities, including defense
costs, it may incur because Executive is alleged to have broken any of these
promises or improperly revealed or used such proprietary information or to
have
threatened to do so, or if a former employer challenges Executive’s entering
into this Agreement or rendering services pursuant to it.
5.2.1. Public
Information.
With
respect to confidential information and Trade Secrets, paragraphs 5.1 and 5.2,
it shall have no application in the event the information appears in the public
domain or if Executive is required to disclose by oral question,
interrogatories, request for information or documents, subpoenas, court orders,
civil investigation, demand or similar process.
5.3 Property
of Company.
Executive agrees that all documents, reports, files, analyses, drawings,
designs, tools, equipment, plans (including, without limitation, marketing
and
sales plans), proposals, customer lists, computer software or hardware, and
similar materials that are made by him or come into his possession by reason
of
and during the term of his employment with Company are the property of Company
and will not be used by his in any way adverse to Company’s interests. Executive
will not allow any such documents or things, or any copies, reproductions or
summaries to be delivered to or used by any third party without the specific
consent of Company. Executive agrees to immediately deliver to Company, upon
demand, and in any event upon the termination of Executive’s employment, all of
such documents and things which are in Executive’s possession or under his
control.
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5.4 Inventions.
Intellectual property (including such things as all ideas, concepts, inventions,
plans, developments, software, data, configurations, materials (whether written
or machine-readable), designs, drawings, illustrations, and photographs, that
may be protectable, in whole or in part, under any patent, copyright, trademark,
trade secret, or other intellectual property law), developed, created,
conceived, made, or reduced to practice during Executive’s employment with
Company (except intellectual property that has no relation to Company that
Executive developed, etc., purely on Executive’s own time and at Executive’s own
expense), shall be the sole and exclusive property of Company, and Executive
hereby assigns all of Executive’s rights, title, and interest in any such
intellectual property to Company. Company and Executive acknowledge that any
provision in this Agreement requiring Executive to assign his rights in any
intellectual property work product does not apply to: (i) an invention which
was
developed by Executive prior to the start of Executive’s employment with
Company; and (ii) an invention which otherwise qualifies under the provisions
of
California Labor Code Section 2870.1
5.5 Non-Solicitation
and Non-Disparagement by Executive.
5.5.1. Non-Compete
and Non-Solicitation of Customers.
Executive acknowledges that in the course of his employment, he will learn
about
Company, its subsidiaries or any of its affiliates’ (collectively, the “Company
Group”) business, services, materials, programs and products and the manner in
which they are developed, marketed, served and provided. Executive knows and
acknowledges that Company Group has invested considerable time and money in
developing its programs, agreements, officers, representatives, services,
products and marketing techniques and that they are unique and original.
Executive further acknowledges that Company Group must keep secret all pertinent
information divulged to Executive about Company Group business concepts, ideas,
programs, plans and processes, so as not to aid Company Group’s competitors.
Accordingly, Company Group is entitled to the following protection, which
Executive agrees is reasonable: Executive agrees that during the Term and for
a
period of one (1) year following the termination of his employment, which period
shall automatically be extended by a period of time equal to any period in
which
Executive is in breach of any obligations under Section 5 of this Agreement,
Executive will not, on his own behalf or on behalf of any person, firm,
partnership, association, corporation, or other business organization, entity
or
enterprise, use any Company Confidential Information to call on any of the
customers of the Employer for the purpose of soliciting or inducing any of
such
clients to take away or to divert or direct their business to Executive or
any
other person or entity by or with which the Employee is employed, associated,
affiliated or otherwise related.
5.5.2. Non-Solicitation
of Employees.
During
the Term, and for one (1) year following the date of termination for any reason,
which period shall automatically be extended by a period of time equal to any
period in which Executive is in breach of any obligations under Section 5 of
this Agreement, Executive shall not solicit, hire or attempt to hire any
employee of Company or any person who was an employee of Company at any time
during the six (6) months immediately prior to the termination date of
Employee’s employment, assist in such hiring by any other Person, encourage any
such employee to terminate his or her relationship with Company.
1
Section
2870 provides: (a) Any provision in an employment agreement which provides
that
an employee shall assign, or offer to assign, any of his or her rights
in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for
those
inventions that either: (1) Relate at the time of conception or reduction
to
practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer; or (2) Result from
any work
performed by the employee for the employer. (b) To the extent a provision
in an
employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision
(a), the
provision is against the public policy of this state and is
unenforceable
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5.6 Survival
Provisions and Certain Remedies.
The
provisions of this Section 5 will survive the termination of this Agreement.
Executive acknowledges that (a) Executive’s services are of a special, unique
and extraordinary character and it would be very difficult or impossible to
replace them, (b) this Section’s terms are reasonable and necessary to protect
Company’s legitimate interests, (c) this Section’s restrictions shall not
prevent Executive from earning or seeking a livelihood, (d) this Section’s
restrictions shall apply wherever permitted by applicable law and (e)
Executive’s violation of any of this Section’s terms would irreparably harm
Company. Accordingly, Executive agrees that, if Executive violates any of the
provisions of this Section, Company shall be entitled to, in addition to other
remedies available to it, an injunction to be issued by any court of competent
jurisdiction restraining Executive from committing or continuing any such
violation, without the need to prove the inadequacy of money damages or post
any
bond for any other undertaking. Executive may also bring action for injunction
related to enforcement or interpretation of this Section 5. The covenants in
this Section 5 will be construed as separate covenants and to the extent any
covenant will be judicially unenforceable, it will not affect the enforcement
of
any other covenant.
6. General
Provisions.
6.1 Notices.
Any
notices or other communications required or permitted to be given under this
Agreement must be in writing and addressed to Company or Executive at the
addresses below, or at such other address as either Party may from time to
time
designate in writing. Any notice or communication that is addressed as provided
in this Section will be deemed given (a) upon delivery, if delivered personally
or via certified mail, postage prepaid, return receipt requested; or (b) on
the
first business day of the receiving party after the transmission if by facsimile
or after the timely delivery to the courier, if delivered by overnight courier.
Other methods of delivery will be acceptable only upon proof of receipt by
the
Party to whom notice is delivered.
To
Company:
Stratos
Renewables Corporation
0000
Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Fax
No.
000-000-0000
ATTN:
Secretary
To
Executive:
Xxxxxx
Xxxxxx
To
the
office of Stratos Renewables Corporation
Lima,
Peru
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With
copy to:
Xxxx
X.
Xxxxxx, Xx., Esq.
Xxxxxx
& Xxxxxx LLP
000
Xxxx
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx,
Xxxx 00000
6.2 Choice
of Law and Forum.
Except
as
expressly provided otherwise in this Agreement, this Agreement will be governed
by and construed in accordance with the laws of the State of California and
both
Parties consent to the personal jurisdiction of the courts of the State of
California. Each Party further agrees that personal jurisdiction over it may
be
effected by service or process by any means of delivery provided in Section
6,
and that when so made shall be as if served upon it personally.
6.3 Entire
Agreement: Modification and Waiver.
This
Agreement supersedes any and all other agreements, whether oral or in writing,
between the Parties with respect to the employment of Executive by Company
and
contains all covenants and agreements between the Parties relating to such
employment in any manner whatsoever. Each Party to this Agreement acknowledges
that no representations, inducements, promises, or agreements, oral or written,
have been made by any Party, or anyone acting on behalf of any Part, that are
not embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement will be valid or binding. Any modification of this
Agreement will be effective only if it is in writing signed by the Party to
be
charged. No waiver of any of the provisions of this Agreement will be deemed,
or
will constitute, a waiver of any other provision, whether or not similar, nor
will any waiver constitute a continuing waiver. No waiver will be binding unless
executed in writing by the Party making the waiver.
6.4 Assignment.
This
Agreement may not be assigned in whole or in part by Executive without the
prior
written consent of Company. Company may not assign its rights under this
Agreement without the consent of Executive. This Agreement will be binding
on,
and will inure to the benefit of, the Parties and their respective heirs,
legatees, executors, administrators, legal representatives, successors and
assigns.
6.5 Severability.
All
sections, clauses and covenants contained in this Agreement are severable,
and
in the event any of them shall be held to be invalid by any court, this
Agreement shall be interpreted as if such invalid sections, clauses or covenants
were not contained herein. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and
effect.
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6.6. Representation
by Counsel: Interpretation.
Company
and Executive acknowledges that each Party to this Agreement has had the
opportunity to be represented by counsel in connection with this Agreement
and
the matters contemplated by this Agreement. Accordingly, any rule of law or
decision which would require interpretation of any claimed ambiguities in this
Agreement against the Party that drafted it has no application and is expressly
waived. In addition, the term “including” and its variations are always used in
the non-restrictive sense (as if followed by a phrase such as “but not limited
to”). The provisions of this Agreement will be interpreted in a reasonable
manner to affect the intent of the Parties.
6.7. Corporate
Authority.
Company
represents and warrants as of the Effective Date that Company’s execution and
delivery of this Agreement to Executive and the carrying out of the provisions
of the Agreement have been duly authorized by Company’s Board of Directors and
authorized by Company’s shareholders as appropriate.
6.8. Expenses
of this Agreement.
Each
Party shall be responsible for its respective costs and expenses incurred by
such party in connection with the preparation and review of this Agreement;
provided, however, that, upon the receipt by Company of invoices, Company shall
reimburse Executive for reasonable attorneys’ fees up to a sum of Twelve
Thousand Five Hundred Dollars ($12,500.00) incurred by Executive in connection
with the negotiation and documentation of this Agreement and other agreement
for
benefits granted to Executive in connection with this Agreement.
6.9. Section
409A Compliance.
Unless
otherwise expressly provided, any payment of compensation by Company to
Executive, whether pursuant to this Agreement or otherwise, shall be made on
or
before the fifteenth (15th)
day of
the third (3rd)
month
after the later of the end of the calendar year or the end of Company’s fiscal
year in which Executive’s right to such payment vests (i.e.,
is not
subject to a “substantial risk of forfeiture” for purposes of Code - Section
409A of the Code and the regulations thereunder (“Section 409A”)). To the extent
that any severance payments (including payments on termination for “Good
Reason”) come within the definition of “involuntary severance” under Section
409A, such amounts up to the lesser of two times Executive’s annual compensation
for the year preceding the year of termination as determined under Section
409A
or two times the limit under Code Section 401(a)(17) for the year of
termination, shall be excluded from “deferred compensation” as allowed under
Section 409A, and shall not be subject to the Section 409A compliance
requirements in the following paragraph.
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All
payments of “nonqualified deferred compensation” (within the meaning of Section
409A) by Company to Executive are intended to comply with the requirements
of
Section 409A, and shall be interpreted consistent therewith. Neither party
individually or in combination may accelerate any such deferred payment, except
in compliance with Section 409A, and no amount shall be paid prior to the
earliest date on which it is permitted to be paid under Section 409A. In the
event that Executive is determined to be a “key employee” (as defined in Code
Section 416(i) (without regard to paragraph (5) thereof) of Company at a time
when its stock is deemed to be publicly traded on an established securities
market for purposes of Section 409A, payments determined to be “nonqualified
deferred compensation” payable following termination of employment shall be made
no earlier than the earlier of (i) the last day of the sixth (6th)
complete calendar month following such termination of employment, or (ii)
Executive’s death, consistent with the provisions of Section 409A. Any payment
delayed by reason of the prior sentence shall be paid out in a single lump
sum
at the end of such required delay period in order to catch up to the original
payment schedule. Notwithstanding anything herein to the contrary, no amendment
may be made to this Agreement if it would cause the Agreement or any payment
hereunder not to be in compliance with Section 409A. It is the intent that
the
Parties that the Agreement be interested to comply in all respects with Code
Section 409A, however, Company shall have no liability or further obligation
to
Executive in the event taxes or excise taxes may ultimately be determined to
be
applicable to any payment under this Agreement.
6.10 Taxes.
Company
shall withhold taxes from payments it makes pursuant to this Agreement as
required by United States laws as applied to a non-resident United States
citizen. No withholding shall be made with respect to laws of Peru or the State
of California. Withholding shall be made in consultation with the Executive.
6.11 Headings
and Captions.
Headings
and captions are included for purposes of convenience only and are not a part
of
the Agreement.
6.12 Counterparts.
This
Agreement may be executed simultaneously in one or more counterparts, each
of
which will be deemed an original, but all of which together will constitute
one
instrument. This Agreement may be executed and delivered by facsimile and/or
PDF
signature which will be valid and binding.
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IN
WITNESS WHEREOF,
the
parties have duly executed this Agreement as of the date first written
above.
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COMPANY:
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STRATOS
RENEWABLES CORPORATION
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By:
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/s/ Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Corporate
Secretary
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EXECUTIVE:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx, an Individual
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