EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE
EMPLOYMENT AGREEMENT
AGREEMENT made as of April 25,
2008 by and between CENTALE, INC./NEXXNOW, INC., a New York corporation with
offices at 00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000 (the “Corporation”), and
Xxxxxxxx Xxxxxxxx, residing at 000 Xxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000
(“Xxxxxxxx”).
WHEREAS, the Company is
engaged in the business of media rights acquisition and distribution, and
Employee wishes to be employed as the Vice President of the
Corporation.
NOW, THEREFORE, it is
agreed:
1. Title;
Capacities.
(a) The
Corporation hereby employs Xxxxxxxx as Vice President and Member of the Board of
Directors. Xxxxxxxx shall perform executive functions as shall be
assigned to him by the Corporation’s Board of Directors.
(b) Xxxxxxxx
agrees that he will devote substantially all of his business time, labor, skill,
attention and best ability to the performance of his duties under this
Agreement. Xxxxxxxx agrees to abide by such reasonable rules,
regulations, personnel practices and policies of the Corporation, and any
changes therein, which may be reasonably adopted from time to time by the
Corporation and delivered in writing to Xxxxxxxx.
2. Compensation.
(a) Salary. The
Corporation will pay Xxxxxxxx a salary at the rate of $5,500 per month at the
discretion of the Board of Directors. Salary shall be payable on the
days when the salaries of other Corporation employees are paid. In
the event of non-payment company agrees to accrue balance in the form of a note
payable to Xxxxxxxx.
(b) Revenue
Bonus. On April 1st of 2009
and each year of the agreement thereafter Xxxxxxxx will be entitled to a bonus
equal to 25-100% of his past year salary earned. Amount of bonus to
be determined by the Board of Directors and payable in cash or S-8 registered
shares at the company’s option.
(c) Benefits. Xxxxxxxx
shall be entitled to participate in such benefit programs as the Corporation
makes available for executive employees in general. Specifics at this
point are:
|
|
(i)
|
Annual
Vacation – 2 weeks per year
|
(d) Reimbursement of Business
Expenses. Xxxxxxxx shall be entitled to reimbursement of
all reasonable business expenses actually incurred by Xxxxxxxx in the discharge
of Xxxxxxxx’x duties hereunder, including expenses for entertainment, travel,
employee training and similar items, upon submission of the related invoice or
other sufficient documentation.
1
4. Term.
(a) The
“Term” of this Agreement and of Xxxxxxxx'x employment hereunder shall commence
on the date of the Agreement and shall terminate on April 30, 2010, unless
earlier terminated pursuant to §4(b) hereunder.
(b) Prior to
April 30, 2010, Xxxxxxxx'x employment hereunder may be terminated as
follows:
|
(i)
|
by Xxxxxxxx,
at will;
|
|
(ii)
|
by
the Corporation for Cause. As used herein, the term “Cause” shall mean
only the following: (A) conviction during the Term of a crime
involving moral turpitude, (B) material, willful or gross misconduct
by Xxxxxxxx in the performance of his duties hereunder, or (C)
the failure by Xxxxxxxx to perform or observe any substantial
lawful obligation of such employment that is not remedied within fifteen
(15) days after the receipt of written notice thereof from the Board of
Directors (provided such neglect or failure is unrelated to
disability),
|
|
(iii)
|
by
the Corporation, upon the death or disability
of Xxxxxxxx. “Disability” shall
mean Xxxxxxxx'x inability to perform Xxxxxxxx’x
normal employment functions due to any medically determinable physical or
mental disability, which can last or has lasted three months or is
expected to result in death.
|
(c) Termination
of Xxxxxxxx’x employment, when permitted hereunder, may be effectuated by
delivery of written notice to Xxxxxxxx, stating the grounds for
termination. Such notice shall be effective upon
receipt.
(d) The
inability of Xxxxxxxx to perform or advance the company’s interests at a level
established by the company’s Board of Directors.
5. Covenant of
Non-Competition. In consideration of the undertakings by the
Corporation herein, Xxxxxxxx covenants for the benefit of the Corporation and
the shareholders thereof as follows:
(a) The
“Restricted Period” for purposes of this Covenant shall commence on the date of
this Agreement and shall continue for a period ending on the date which is one
year after the date on which Xxxxxxxx ceases to be employed by the
Corporation.
2
(b) During
the Restricted Period Xxxxxxxx shall not, directly or indirectly, as
an employee, consultant or principal, through equity ownership or otherwise, for
himself or for any other person, engage in, or assist any other person to engage
in, any Competitive Activities. For purposes hereof, “Competitive
Activities” shall mean the following:
|
|
(i)
|
Providing
products or services to any individual or entity that is competitive with
the company’s offerings;
|
|
|
(ii)
|
Directly
or indirectly soliciting, diverting, taking away or attempting to solicit,
divert, or take away any business opportunities which became available to
the Corporation or any of its subsidiaries or affiliated entities during
the Term of this Agreement;
|
|
(iii)
|
Providing
products or services to any individual or entity to whom the Corporation
sold products or services or contracted to sell products or services
during the last six months of Xxxxxxxx’x employment with the
Corporation; or
|
|
|
(iv)
|
Hiring,
offering to hire, enticing away or in any manner persuading or attempting
to persuade any person affiliated (as employee or as independent
contractor) with the Corporation or any affiliate or subsidiary of the
Corporation to discontinue his relationship with such company, or to
become employed by any other
entity.
|
6. Inventions. Any
and all inventions, discoveries, developments and innovations conceived by
Xxxxxxxx during the Term of this Agreement shall be the exclusive property of
the Corporation; and Xxxxxxxx hereby assigns all right, title, and interest in
the same to the Corporation. Any and all inventions, discoveries,
developments and innovations conceived by Xxxxxxxx prior to the term of this
Agreement and utilized by him in rendering duties to the Corporation are hereby
licensed to the Corporation for use in its operations and for an infinite
duration. This license may be assigned by the Corporation to a
wholly-owned subsidiary of the Corporation.
7.
Assignment. The
Corporation and Xxxxxxxx acknowledge that the relationship established hereby is
unique and personal and that neither the Corporation nor Xxxxxxxx may assign or
delegate any of their respective rights and/or obligations hereunder without the
prior written consent of the other party except as follows:
In the event of a future disposition of
(or including) the properties and business of the Corporation substantially as
an entirety, by merger, consolidation, sale of assets, or otherwise, then the
Corporation shall be obligated to assign this Agreement and all of its rights
and obligations hereunder to the acquiring or surviving corporation, and such
acquiring or surviving corporation shall assume in writing all of the
obligations of the Corporation hereunder; provided, however, that the
Corporation (in the event and so long as it remains in business as an
independent going enterprise) shall remain liable for the performance of its
obligations hereunder in the event of an unjustified failure of the acquiring
corporation to perform its obligations under this Agreement.
3
8.
Indemnification. The
Corporation shall indemnify Xxxxxxxx to the fullest extent authorized by the
Business Corporation Law of the State of New York against claims or liability
arising from his service on behalf of the Corporation.
9. Governing
Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.
|
CENTALE,
INC./NEXXNOW, INC.
|
|
|
By:
/s/ Xxxx
Xxxxx
|
|
|
Xxxx
Xxxxx
|
|
|
/s/ Xxxxxxxx
Xxxxxxxx
|
|
|
Xxxxxxxx
Xxxxxxxx
|
4
