EMPLOYMENT
CONTRACT
THIS
EMPLOYMENT CONTRACT dated this 16th day of July, 2014
BETWEEN:
Alpine
4 Automotive Technologies, Ltd. of 00000 X. 00xx Xx Xxxxx X, Xxxxxxxxxx, XX 00000
(the "Employer")
OF
THE FIRST PART
-
AND -
Xxxxxxx
Xxxxxxxxxx 000 X Xxxxxxxx Xx, Xxxxxxx XX 00000
(the "Employee")
OF
THE SECOND PART
BACKGROUND:
| A. | The Employer is of the opinion that the Employee has the necessary qualifications, experience and abilities to assist and benefit
the Employer in its business. |
| B. | The Employer desires to employ the Employee and the Employee has agreed to accept and enter such employment upon the terms
and conditions set out in this Agreement. |
IN
CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt
and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
Commencement Date and Term
| 1. | The Employee will commence permanent full-time employment with the Employer on the 16thday of July, 2014 (the "Commencement
Date"). |
Job Title and Description
| 2. | The Employer agrees to employ the Employee as a Chairman and President. |
| 3. | The Employee agrees to be employed on the terms and conditions set out in this Agreement. The Employee agrees to be subject
to the general supervision of and act pursuant to the orders, advice and direction of the Employer. |
| 4. | The Employee will perform any and all duties that are reasonable and that are customarily performed by a person holding a similar
position in the industry or business of the Employer. |
| 5. | The Employer cannot unilaterally or significantly change the Employee's job title or duties. The Employer may elect to change
to the job title or duties of the Employee where changes would be considered reasonable for a similar position in the industry
or business of the Employer. The Employee's job title or duties may be changed by agreement and with the approval of both the Employee
and the Employer. |
| 6. | The Employee agrees to abide by the Employer's rules, regulations, and practices, including those concerning work schedules,
vacation and sick leave, as they may from time to time be adopted or modified. |
Employee Compensation
| 7. | Compensation paid to the Employee for the services rendered by the Employee as required by this Agreement (the "Compensation")
will include a salary of $150,000 (USD) per year during the initial 60 days of employment. Thereafter employee shall receive an
annual salary $300,000.00 (USD) per year. |
| 8. | Compensation will be payable twice per month while this Agreement is in effect. The Employer is entitled to deduct from the
Employee's Compensation, or from any other compensation in whatever form, any applicable deductions and remittances as required
by law. |
| 9. | The Employee will be given a company vehicle or a $1,500.00 per month car allowance. |
| 10. | Severance Pay: If the Employee is released by the company for any reason other than cause (ie. violence, theft, fraudulent
activities, harassment, etc.), the company will pay the executive six months of salary and cover COBRA expenses for the executive's
family during the same time period. Payment is due in a lump sum upon termination. |
| 11. | Compensation: Annual increase of 10% in base salary automatically applied. |
| 12. | Once the public stock price is trading above $3.00 per share the company will pay employee a $250,000.00 performance bonus. |
| 13. | Stock Compensation: Company will issue to the Employee,123,200,000(One Hundred and Twenty Three Million, Two Hundred Thousand)
restricted common shares. |
| 14. | The Employee understands and agrees that any additional compensation paid to the Employee in the form of bonuses or other similar
incentive compensation will rest in the sole discretion of the Employer and that the Employee will not earn or accrue any right
to incentive compensation by reason of the Employee's employment. |
| 15. | The Employer will reimburse the Employee for all reasonable expenses, in accordance with the Employer's policy as in effect
from time to time, including but not limited to, any travel and entertainment expenses incurred by the Employee in connection with
the business of the Employer. Expenses will be paid within a reasonable time after submission of acceptable supporting documentation. |
Place of Work
| 16. | The Employee's primary place of work will be at the following location: |
| o | 00000 X. 00xx Xx. XXX X, Xxxxxxxxxx, XX 00000. |
Employee Benefits
| 17. | The Employee will be entitled to only those additional benefits that are currently available as described in the Employer's
employment booklets and manuals or as required by law. |
| 18. | The Employee will be entitled to legal counsel provided by the company’s attorney or in house legal counsel. |
| 19. | The Employee will be given a company vehicle or a $1,500.00 per month car allowance. |
| 20. | Employer discretionary benefits are subject to change, without compensation, upon the Employer providing the Employee with
60 days written notice of that change and providing that any change to those benefits is taken generally with respect to other
employees and does not single out the Employee. |
Vacation/PTO
| 21. | The Employee will be entitled to six weeks of paid vacation each year during the term of this Agreement, or as entitled by
law, whichever is greater. |
| 22. | The Employee will be entitled to six weeks of PTO each year during the term of this Agreement, or as entitled by law, whichever
is greater. |
| 23. | The times and dates for any vacation will be determined by mutual agreement between the Employer and the Employee. |
| 24. | Upon termination of employment, the Employer will pay compensation to the Employee for any accrued and unused vacation days. |
Duty to Devote Full Time
| 25. | The Employee agrees to devote full-time efforts, as an employee of the Employer, to the employment duties and obligations as
described in this Agreement. |
Conflict of Interest
| 26. | During the term of the Employee's active employment with the Employer, it is understood and agreed that any business opportunity
relating to or similar to the Employer's actual or reasonably anticipated business opportunities (with the exception of personal
investments in less than 5% of the equity of a business, investments in established family businesses, real estate, or investments
in stocks and bonds traded on public stock exchanges) coming to the attention of the Employee, is an opportunity belonging to the
Employer. Therefore, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly,
without the written consent of the Employer, which consent will not be unreasonably withheld. |
| 27. | During the term of the Employee's active employment with the Employer, the Employee will not, directly or indirectly, engage
or participate in any other business activities that the Employer, in its reasonable discretion, determines to be in conflict with
the best interests of the Employer without the written consent of the Employer, which consent will not be unreasonably withheld. |
Confidential Information
| 28. | The Employee acknowledges that, in any position the Employee may hold, in and as a result of the Employee's employment by the
Employer, the Employee will, or may, be making use of, acquiring or adding to information which is confidential to the Employer
(the "Confidential Information") and the Confidential Information is the exclusive property of the Employer. |
| 29. | Confidential Information will include all data and information relating to the business and management of the Employer, including
but not limited to, proprietary and trade secret technology and accounting records to which access is obtained by the Employee,
including Work Product, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, and
Customer Information. |
| 30. | Confidential Information will also include any information that has been disclosed by a third party to the Employer and is
governed by a non-disclosure agreement entered into between that third party and the Employer. |
31. Confidential Information
will not include information that:
| a. | Is generally known in the industry of the Employer; |
| b. | Is now or subsequently becomes generally available to the public through no wrongful act of the Employee; |
| c. | Was rightfully in the possession of the Employee prior to the disclosure to the Employee by the Employer; |
| d. | Is independently created by the Employee without direct or indirect use of the Confidential Information; or |
| e. | The Employee rightfully obtains from a third party who has the right to transfer or disclose it. |
| 32. | Confidential Information will also not include anything developed or produced by the Employee during the Employee's term of
employment with the Employer, including but not limited to, any intellectual property, process, design, development, creation,
research, invention, know-how, trade name, trade-xxxx or copyright that: |
| a. | Was developed without the use of equipment, supplies, facility or Confidential Information of the Employer; |
| b. | Was developed entirely on the Employee's own time; |
| c. | Does not result from any work performed by the Employee for the Employer; and |
| d. | Does not relate to any actual or reasonably anticipated business opportunity of the Employer. |
Duties and Obligations
Concerning Confidential Information
| 33. | The Employee agrees that a material term of the Employee's contract with the Employer is to keep all Confidential Information
absolutely confidential and protect its release from the public. The Employee agrees not to divulge, reveal, report or use, for
any purpose, any of the Confidential Information which the Employee has obtained or which was disclosed to the Employee by the
Employer as a result of the Employee's employment by the Employer. The Employee agrees that if there is any question as to such
disclosure then the Employee will seek out senior management of the Employer prior to making any disclosure of the Employer's information
that may be covered by this Agreement. |
| 34. | The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that
any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately
compensated for in money damages, would cause irreparable injury to Employer, would gravely affect the effective and successful
conduct of the Employer's business and goodwill, and would be a material breach of this Agreement. |
| 35. | The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement
and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this
Agreement and will continue for a period of one (1) year from the date of such expiration or termination. |
| 36. | The Employee may disclose any of the Confidential Information: |
| a. | To a third party where Employer has consented in writing to such disclosure; and |
| b. | To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental
body. |
| 37. | If the Employee loses or makes unauthorized disclosure of any of the Confidential Information, the Employee will immediately
notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information. |
Return of Confidential
Information
| 38. | The Employee agrees that, upon request of the Employer or upon termination or expiration, as the case may be, of this employment,
the Employee will turn over to the Employer all Confidential Information belonging to the Employer, including but not limited to,
all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential
Information in whatever form or media, in the possession or control of the Employee that: |
| a. | May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information
as defined in this Agreement; or |
| b. | Is connected with or derived from the Employee's employment with the Employer. |
Contract Binding Authority
| 39. | Notwithstanding any other term or condition expressed or implied in this Agreement to the contrary, the Employee will not have
the authority to enter into any contracts or commitments for or on the behalf of the Employer without first obtaining the express
written consent of the Employer. |
Termination Due to Discontinuance
of Business
| 40. | Notwithstanding any other term or condition expressed or implied in this Agreement, in the event that the Employer will discontinue
operating its business at the location where the Employee is employed, then, at the Employer's sole option, and as permitted by
law, this Agreement will terminate as of the last day of the month in which the Employer ceases operations at such location with
the same force and effect as if such last day of the month were originally set as the Termination Date of this Agreement. |
Termination of Employment
| 41. | Where the Employee has breached any reasonable term of this Agreement or where there is just cause for termination, the Employer
may terminate the Employee's employment without notice, as permitted by law. |
| 42. | The Employee and the Employer agree that reasonable and sufficient notice of termination of employment by the Employer is the
greater of two (2) weeks or any minimum notice required by law. |
| 43. | If the Employee wishes to terminate this employment with the Employer, the Employee will provide the Employer with notice of
two (2) weeks. As an alternative, if the Employee co-operates with the training and development of a replacement, then sufficient
notice is given if it is sufficient notice to allow the Employer to find and train the replacement. |
| 44. | The Termination Date specified by either the Employee or the Employer may expire on any day of the month and upon the Termination
Date the Employer will forthwith pay to the Employee any outstanding portion of the wage, accrued vacation and banked time, if
any, calculated to the Termination Date. |
| 45. | Once notice has been given by either party for any reason, the Employee and the Employer agree to execute their duties and
obligations under this Agreement diligently and in good faith through to the end of the notice period. The Employer may not make
any changes to wages, wage rate, or any other term or condition of this Agreement between the time termination notice is given
through to the end of the notice period. |
Remedies
| 46. | In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee agrees
that the Employer is entitled to a permanent injunction, in addition to and not in limitation of any other rights and remedies
available to the Employer at law or in equity, in order to prevent or restrain any such breach by the Employee or by the Employee's
partners, agents, representatives, servants, employees, and/or any and all persons directly or indirectly acting for or with the
Employee. |
Severability
| 47. | The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant,
condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it
is the parties' intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected,
impaired or invalidated as a result. |
Notices
| 48. | Any notices, deliveries, requests, demands or other communications required here will be deemed to be completed when hand-delivered,
delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the following addresses
or as the parties may later designate in writing: |
| Name: |
Alpine 4 Automotive Technologies, Ltd. |
| Address: |
00000 X. 00xx Xx Xxxxx X, Xxxxxxxxxx, XX 00000 |
| Fax: |
|
| Email: |
|
| Name: |
Xxxxxxx Xxxxxxxxxx |
| Address: |
000 X Xxxxxxxx Xx, Xxxxxxx XX 00000 |
| Fax: |
|
| Email: |
xxxxxxxxxxx@xxxxxx0.xxx |
Modification of Agreement
| 49. | Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement
will only be binding if evidenced in writing signed by each party or an authorized representative of each party. |
Governing Law
| 50. | This Agreement will be construed in accordance with and governed by the laws of the state of Arizona. |
Definitions
| 51. | For the purpose of this Agreement the following definitions will apply: |
| a. | "Overtime Hours" means the total hours worked in a day or week in excess of the maximum allowed, as defined by local
statute, for a work day or a work week. |
| b. | 'Work Product' means work product information, including but not limited to, work product resulting from or related to work
or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual
or anticipated research and development. |
| c. | 'Computer Software' means computer software resulting from or related to work or projects performed or to be performed for
the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development,
including but not limited to, programs and program modules, routines and subroutines, processes, algorithms, design concepts, design
specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and
load modules, programming, program patches and system designs. |
| d. | 'Other Proprietary Data' means information relating to the Employer's proprietary rights prior to any public disclosure of
such information, including but not limited to, the nature of the proprietary rights, production data, technical and engineering
data, test data and test results, the status and details of research and development of products and services, and information
regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets). |
| e. | 'Business Operations' means operational information, including but not limited to, internal personnel and financial information,
vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal
cost information, internal services and operational manuals, and the manner and methods of conducting the Employer's business. |
| f. | 'Marketing and Development Operations' means marketing and development information, including but not limited to, marketing
and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing
techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies
of the Employer which have been or are being considered. |
| g. | 'Customer Information' means customer information, including but not limited to, names of customers and their representatives,
contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications
of products and services purchased, leased, licensed or received by customers of the Employer. |
| h. | 'Termination Date' means the date specified in this Agreement or in a subsequent notice by either the Employee or the Employer
to be the last day of employment under this Agreement. The parties acknowledge that various provisions of this Agreement will survive
the Termination Date. |
General Provisions
| 52. | Time is of the essence in this Agreement. |
| 53. | Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice
versa. |
| 54. | No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement
will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise
of them or the exercise of any other right, power or privilege provided in this Agreement. |
| 55. | This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors
and assigns, as the case may be, of the Employer and the Employee. |
| 56. | This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. |
| 57. | This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral
or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject
matter of this Agreement except such representations as are specifically set forth in this Agreement. |
IN WITNESS WHEREOF,
the parties have duly affixed their signatures under hand and seal on this 16thday of July, 2014.
EMPLOYER:
Alpine 4 Automotive Technologies, Ltd.
/s/ Xxxxxxx Xxxxxxxxxx
President and CEO
EMPLOYEE:
/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
