Executive Compensation
This employment agreement with has been entered into February,
25, 2005 by Brandmakers, Inc. (BMKS) and Xxx Xxxxxxxx
(Benghait). This agreement can be terminated by us at any
time, subject to certain severance obligations as described
below, and by the employee upon thirty (30) days advance
written notice. This employment agreement will include a
confidentiality clause and a non-compete provision.
Recitals
BMKS is a business development corporation that assists private
and public companies in financial consulting and private
investment banking activities. Currently BMKS is a 12(g)
reporting company that has been delisted to the Pinksheets for
failure to comply with SEC reporting requirements. It is the
interest of management to position BMKS as a Reporting 1940 Act
The definitions of a 1940 Investment company is an entity that
holds itself out as being engaged primarily, or proposes to
engage primarily, in the business of investing, reinvesting,
or trading in securities; for proposes to engage in the
business of issuing face-amount certificates of the
installment type, or has been engaged in such business and has
any such certificate outstanding; or is engaged or proposes to
engage in the business of investing, reinvesting, owning,
holding, or trading in securities, and owns or proposes to
acquire investment securities having a value exceeding 40
percent of the value of such issuer's total assets.
1.0 Duties
This Agreement the position as Director which duties will be
advising and establishing business policies for the growth of
the business model, including the review and critique budgetary
proposals and implement the Company?s procedures and policies
1.1 It is agreed by Benghait that the one policy that will
withstand immediately is the non dilution of officers and
directors, they being Xxxx X. Xxxxxxxx and Xxxxxxx Xxxxx.
In addition to that there will be no act or attempt to
oust any of the directors including Benghait with
unanimous consent of Xxxx X. Xxxxxxxx, Xxxxxxx Xxxxx and
Xxx Xxxxxxxx.
1.2 Issuance of stock, it is agreed that Benghait cannot issue
any stock without unanimous signatures of the Board Of
Directors
1.3 Disbursement of company proceeds, it is agreed that
Benghait cannot disburse stock or cash from BMKS accounts
without the unanimous signatures of the Board Of
Directors.
1.4 Benghait shall have a Hold Harmless: BMKS agrees to
indemnify and hold harmless from and against any losses,
claims, damages, liabilities or expense of any sort or
nature (including, without limitation, reasonable
counsel, accountant or expert witness fees and expenses)
arising or resulting from any actual or threatened
investigations, actions, suits, proceedings, arbitrations
or claims by third parties or any government or
regulatory agency, self regulatory organization,
securities market (including, without limitation, the
National Association of Securities Dealers, the American
Stock Exchange, and their affiliated entities) which
arise out of or are related to violations of any federal
or state securities laws or other laws by BMKS, or are
otherwise due to BMKS?s gross negligence,
misrepresentation willful misconduct or unlawful conduct.
2.0 Compensation
Employee shall received a salary of $1.00 beginning upon the
execution of this agreement. Since the Company is a going
concern no cash salary will be given, however the employee
shall receive 4,000,000 upon execution of this Agreement and on
or at the anniversary of every year of this Agreement in effect
Benghait shall receive 250,000 shares.
2.1 In the event that there is revenue generated from a Share
Exchange, Merger/Acquisition and/or a Reverse Merger Spin-off
then the compensation will be 33% delivered in the form of
stock and cash or a combination of both as compensation on each
deal aside from BMKS?s revenue.
2.2 Stock Exposure/Public Relations: then the compensation will
be 10% delivered in the form of stock and cash or a combination
of both as compensation on each deal aside from BMKS?s revenue.
3.0 Change of Control Agreements
In the event a change of control with each of our executive
officers providing for severance payments and accelerated
vesting of options in the event the employment of the
executive officer is terminated in connection with a Change of
Control. Change of Control is defined in these Agreements to
include (i) mergers or consolidations in which our
shareholders own less than 50% of the resulting company; (ii)
acquisition by a person or group of 20% or more of the total
combined voting power of our outstanding securities; (iii)
sale of substantially all of our property or assets to anyone
other than a wholly-owned subsidiary; (iv) a change in the
Board of Directors which results in continuing directors
representing less than 70% of the Board; and (v) entering into
a letter of intent or agreement relating to one of the
preceding events that actually results in a Change of Control
or commencement of a tender offer, exchange offer or proxy
contest that ultimately results in an event described in items
(ii) or (iv) preceding.
In the event of a ?Change of Control Termination,? which is
defined to include termination of employment by the executive
officer if he or she believes that certain actions adverse to
him or her have occurred in connection with a Change of
Control, the executive officer is entitled to severance
benefits, continued coverage under the employer?s life, health
and dental plans and immediate vesting of all stock options
held by the executive officer. The severance benefit .05% of
the total issued and outstanding shares the Company and an
acceleration of the anniversary shares
4.0 Non Compete
This Agreement encompasses and any and all entities he
controls or has significant business relationships with
(hereinafter collectively referred to as
?Employee/Contractor?) in an effort to (1) assure the
protection and preservation of the confidential and/or
proprietary nature of information disclosed or made available,
or to be disclosed or made available, to each other in
connection with certain discussions and/or negotiations with
respect to the subject or subjects summarized and so stated
below; and (2) to prevent circumvention by Employee/Contractor
against BMKS related to a ?Protected Party? (as defined below)
which shall be disclosed to Employee/Contractor by BMKS
subsequent to the execution of this Agreement.
Whereas the parties desire to assure the confidential status
of the information which may be disclosed to each other;
Now, therefore, in reliance upon and in consideration of the
following undertakings, the parties agree as follows:
a) Subject to the limitations set forth in Paragraph 2, all
information disclosed to the other party shall be deemed
"proprietary information." In particular, proprietary
information shall be deemed to include any information,
including but not limited to a marketing technique,
publicity technique, public relations technique, process,
algorithm, program, design, drawing, mask work, formula, or
test data research, work in progress, future development,
engineering, manufacturing, marketing, servicing,
financing, or personal matter relating to the disclosing
party, its present or future products, sales, suppliers,
clients, customers, employees, investors, or business,
whether in whole or in part, oral, written, graphic, or in
an electronic form.
b) The term "proprietary information" shall not be deemed
to include any information which (i) is now, or hereafter
becomes, through no act or failure to act on the part of
receiving party, generally known or available information;
(ii) is known by the receiving party at the time of
receiving such information as evidenced by its records;
(iii) is hereafter furnished to the receiving party by a
third party, as a matter of right and without restriction
on non-disclosure; (iv) is independently developed by the
receiving party without reference to the information
disclosed hereunder; or (v) is the subject of a written
permission to disclose provided by the disclosing party.
c) Not withstanding any other provision of this Agreement,
disclosure of proprietary information shall not be
precluded if such disclosure:
Is in response to a valid order of a Court or other
governmental body of the United States of America, or any
other political subdivision thereof; Is otherwise required
by law; or Is otherwise necessary to establish rights or
enforce obligations under this agreement, but only to the
extent that any such disclosure is necessary.
d) In the event that the receiving party is requested in
any proceedings before a court or any governmental body to
disclose proprietary information, it shall give disclosing
party prompt notice of such request so that the disclosing
party may seek an appropriate protective order. If in the
absence of a protective order, the receiving party is
nonetheless compelled to disclose proprietary information,
the receiving party may disclose such information without
liability hereunder; provided however, that such party
gives the disclosing party advanced written notice of the
information to be disclosed and upon the request and at the
expense of the disclosing party, uses its best efforts to
obtain assurances that confidential treatment will be
accorded to such information.
e) Each party shall maintain trust and confidence and not
disclose to any third party or use for any unauthorized
purpose any proprietary information received from the other
party. Each party may use such proprietary information in
the extent required to accomplish the purpose of the
discussions with respect to the subject. Proprietary
information shall not be used for any purpose or in any
manner that would constitute a violation of a valid law or
regulation, including without limitation, export control
law of the United States of America or Canada. No other
rights or licenses to trademarks, inventions, copyrights or
patents are implied or granted under this Agreement.
f) Proprietary information supplied shall not be reproduced
in any form except as required to accomplish the intent of
this Agreement.
The responsibilities of the parties are limited to using
their best efforts to protect the proprietary information
received with the same degree of care used to protect their
own proprietary information from unauthorized use or
disclosure. Both parties shall advise their employees or
agents who might have access to such proprietary
information of the confidential nature of said proprietary
information and that by receiving such information, they
are agreeing to be bound by this Agreement. No proprietary
information shall be disclosed to any officer, employee, or
agent of either party who does not have a need for such
information for the purpose of the discussions which are
the subject of this Agreement.
g) All proprietary information (including all copies
thereof) shall remain the property of the disclosing party
and shall be returned to the disclosing party after the
party's need for such information has expired, or upon
request by the disclosing party, and in any event, upon
completion or termination of this Agreement. The receiving
party further agrees to destroy all notes and copies
thereof made by its officers and employees containing or
based on any proprietary information and to cause all
agents and representatives to whom or which proprietary
information has been disclosed to destroy all notes and
copies in their possession that contain proprietary
information. This Agreement shall survive any termination
of the discussions which are the subject of this Agreement,
and shall continue in full force and effect until such time
as parties mutually agree to terminate it.
h) This Agreement shall be governed by the laws of the
United States of America, in Miami-Dade county, the State
Florida and as those laws that are applied to contracts
entered into and to be performed in that state. Should any
revision or part of this Agreement be determined to be
void, invalid, or otherwise unenforceable by any Court or
tribunal of competent jurisdiction, such determination
shall not effect the remaining provisions of this Agreement
which shall remain in full force and effect.
i) This Agreement contains the full and final, complete and
exclusive terms of the parties relating to the subject from
which this Agreement was created. This Agreement shall
supercede any prior agreement, whether oral or written.
This Agreement may not be changed and or otherwise modified
or amended except with a subsequent written instrument
executed by both/all parties.
j) Each party acknowledges and agrees that in the event of
any breach by either party, including without limitations,
the actual or threatened disclosure of a disclosing party's
proprietary information without the prior express written
consent of said party, the disclosing party will suffer
irreparable damage and injury such that no remedy at law
will afford adequate protection against or appropriate
compensation for such injury. Accordingly, each party
hereby agrees that the other party shall be entitled to
specific performance of a receiving party's obligations
under this Agreement. As well, further injunctive relief
may be sought, and granted by a Court of competent
jurisdiction.
k) Non-Circumvention. During this Agreement, and for a
period of no less than two years after its termination, if
the Employee/Contractor engages in any financial or
other business transaction with any BMKS Protected Party,
then the Employee/Contractor shall pay BMKS, immediately
upon the closing of that transaction, compensation (in cash
and equity) equal to the amount of financial benefit
gained by Employee/Contractor. The term ?BMKS Protected
Party? shall mean any person or entity that either BMKS
introduced to the Employee/Contractor in connection with
this Agreement, or a third party person or entity that
has a business or other affiliation with any person or
entity that BMKS introduced to the Employee/Contractor in
connection with BMKS?s services under this Agreement.
l) No Contact With Protected Party. Unless authorized by
BMKS in writing, under no other circumstances, shall
Employee/Contractor make any effort to contact a BMKS
Protected Party. Any and all contact information regarding
the proprietary information is being provided solely for
evaluative purposes only. The evaluative nature of this
information is meant solely to assist Employee/Contractor
in deciding whether or not they wish to execute a
compensatory arrangement with BMKS with respect to a
potential business dealing with the BMKS Protected Party.
Both parties have agreed by signing below:
________________________________________
Xxx Xxxxxxxx, Director
_________________________________________
Xxxxx Xxxxxxxx CEO
