SINGLE TOUCH INTERACTIVE, INC. EMPLOYMENT AGREEMENT ANTHONY MACALUSO President & Chief Executive Officer
EXHIBIT
10.9
SINGLE
TOUCH INTERACTIVE, INC.
XXXXXXX
XXXXXXXX
President
& Chief Executive Officer
This
Employment Agreement ("Agreement") is made and effective as of July 15, 2008
by
and between Single Touch Interactive, Inc. ("Single Touch Interactive" or the
“Company”), and Xx. Xxxxxxx Xxxxxxxx ("Xxxxxxxx") to serve as President and
Chief Executive Officer of the Company.
NOW,
THEREFORE, the parties hereto agree as follows:
1.
Employment.
Single
Touch Interactive hereby agrees to employ Xxxxxxx Xxxxxxxx as its President
and
Chief Executive Officer. Xxxxxxxx hereby accepts such employment in accordance
with the terms of this Agreement and the terms of employment applicable to
regular employees of Single Touch Interactive. In the event of any conflict
or
ambiguity between the terms of this Agreement and terms of employment applicable
to regular employees, the terms of this Agreement shall control.
2.
Duties.
The
duties of Xxxxxxxx shall include the performance of all of the duties typical
of
the office held by President & CEO as described in the bylaws of the Single
Touch Interactive and such other duties and projects as may be assigned by
a
superior officer of Single Touch Interactive, if any, or the board of directors
of the Company. Xxxxxxxx shall devote significant and reasonable productive
time, ability and attention to the business of the Single Touch Interactive
and
shall perform all duties in a professional, ethical and businesslike manner.
3.
Compensation.
Xxxxxxxx
will be paid compensation during this Agreement as follows:
A.
A base
salary of $275,000 per year; payable in installments on the 15th
and last
day of each month according to Single Touch Interactive' regular payroll
schedule.
B. A
Management by Objectives (MBO) plan will be established by the Company, with
a
yearly bonus to be determined by the Compensation Committee or Board of
Directors based upon meeting or exceeding objectives.
X. Xxxxxxxx
shall receive the 1,500,000 common shares of Single Touch Interactive, earned
and issuable as of the date of this agreement.
4.
Benefits.
A.
Holidays. Xxxxxxxx will be entitled to 10 paid holidays each calendar year
and 5
personal days. Single Touch Interactive will notify Xxxxxxxx on or about the
beginning of each calendar year with respect to the holiday schedule for the
coming year. Personal holidays, if any, will be scheduled in advance subject
to
requirements of Single Touch Interactive. Such holidays must be taken during
the
calendar year and cannot be carried forward into the next year.
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B.
Vacation. Xxxxxxxx shall be entitled to 30 days paid vacation each year,
accruing if not used to a maximum of 60 days over the period of this
contract.
C.
Sick
Leave. Xxxxxxxx shall be entitled to sick leave and emergency leave according
to
the regular policies and procedures of Single Touch Interactive. Additional
sick
leave or emergency leave over and above paid leave provided by the Single Touch
Interactive, if any, shall be unpaid and shall be granted at the discretion
of
the board of directors.
D.
Medical and Group Life Insurance. Single Touch Interactive agrees to include
Xxxxxxxx in the group medical and hospital plan of Single Touch Interactive.
Xxxxxxxx shall be responsible for payment of any federal or state income tax
imposed upon these benefits.
E.
Pension and Profit Sharing Plans. Xxxxxxxx shall be entitled to participate
in
any pension or profit sharing plan or other type of plan adopted by Single
Touch
Interactive for the benefit of its officers and/or regular employees.
F.
Expense Reimbursement. Xxxxxxxx shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, incurred by Xxxxxxxx
in
the performance of Xxxxxxxx' duties. Xxxxxxxx will maintain records and written
receipts as required by the Single Touch Interactive expense policy and
reasonably requested by the board of directors to substantiate such expenses.
5.
Term and Termination.
A.
The
Initial Term of this Agreement shall commence on July/15/2008 and it shall
continue in effect for a period ending December 31, 2008. Thereafter, the
Agreement shall be renewed upon the mutual agreement of Xxxxxxxx and Single
Touch Interactive. This Agreement and Xxxxxxxx' employment may be terminated
at
Single Touch Interactive' discretion without cause, provided that Single Touch
Interactive shall pay to Xxxxxxxx an amount equal to payment of Xxxxxxxx base
salary rate for the remaining period of the agreement
B.
This
Agreement may be terminated by Xxxxxxxx at Xxxxxxxx' discretion by providing
at
least thirty (60) days prior written notice to Single Touch Interactive. In
the
event of termination by Xxxxxxxx pursuant to this subsection, Single Touch
Interactive may immediately relieve Xxxxxxxx of all duties and immediately
terminate this Agreement, provided that Single Touch Interactive shall pay
Xxxxxxxx at the then applicable base salary rate to the termination date
included in original termination notice.
C.
In the
event that Xxxxxxxx is in breach of any material obligation owed Single Touch
Interactive in this Agreement, habitually neglects the duties to be performed
under this Agreement, engages in any conduct which is dishonest, or is convicted
of any criminal act or engages in any act of moral turpitude, then Single Touch
Interactive may terminate this Agreement for cause upon five (5) days notice
to
Xxxxxxxx. In event of termination of the agreement pursuant to this subsection,
Xxxxxxxx shall be paid only at the then applicable base salary rate up to and
including the date of termination. Xxxxxxxx shall not be paid any unvested
incentive salary payments or other compensation, prorated or
otherwise.
D.
In the
event that Single Touch Interactive is acquired, is the non-surviving party
in a
merger, or sells all or substantially all of its assets, this Agreement shall
not be terminated and Single Touch Interactive agrees to use its best efforts
to
ensure that the transferee or surviving entity is bound by the provisions of
this Agreement.
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E.
In the
event that the Company is acquired, is the non-surviving party in a merger,
or
sells all or substantially all of its assets and Xxxxxxx Xxxxxxxx employment
under this agreement is terminated without cause at the date of sale or any
time
thereafter, all unvested options or equity grants shall be immediately vested
upon the date of such termination.
G.
This
Agreement and Xxxxxxx Xxxxxxxx employment may be terminated by Single Touch
Interactive at its sole discretion, without cause, provided that in such case,
Xxxxxxx Xxxxxxxx shall be paid 100% of Xxxxxxx Xxxxxxxx’ then applicable annual
base salary. At the election of the Company, such base salary may be paid along
with payroll disbursements for up to one year after the date of such
discretionary termination.
6.
Notices.
Any
notice required by this Agreement or given in connection with it, shall be
in
writing and shall be given to the appropriate party by personal delivery or
by
certified mail, postage prepaid, or recognized overnight delivery services;
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If
to Single Touch Interactive:
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If
to Xxxxxxx Xxxxxxxx:
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Single
Touch Interactive, Inc.
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Xxxxxxx
Xxxxxxxx
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0000
Xxxxxxxxx Xxxx. Xxxxx 000
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P.O.
Box 7034
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Encinitas,
CA 00000
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Xxxxxx
Xxxxx Xx, XX 00000
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7.
Final Agreement.
This
Agreement terminates and supersedes all prior understandings or agreements
on
the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
8.
Governing Law.
This
Agreement shall be construed and enforced in accordance with the laws of the
State of California.
9.
Headings.
Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.
10.
No Assignment.
Neither
this Agreement nor any or interest in this Agreement may be assigned by Xxxxxxxx
without the prior express written approval of Single Touch Interactive, which
may be withheld by Single Touch Interactive at Single Touch Interactive'
absolute discretion.
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11.
Severability.
If
any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
12.
Arbitration.
The
parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim
or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in California, or such other place as may be mutually agreed upon
by
the parties. Within fifteen (15) days after the commencement of the arbitration,
each party shall select one person to act arbitrator, and the two arbitrators
so
selected shall select a third arbitrator within ten (10) days of their
appointment. Each party shall bear its own costs and expenses and an equal
share
of the arbitrator's expenses and administrative fees of arbitration.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
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Single
Touch Interactive, Inc.
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Xxxxxxx
Xxxxxxxx
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/s/
Xxxxxxx Xxxxxxxx
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/s/
Xxxxxxx Xxxxxxxx
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By:
Xxxxxxx Xxxxxxxx, President
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Xxxxxxx
Xxxxxxxx
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/s/
Xxxxx Xxxx
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By:
Xxxxx Xxxx, Director
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/s/
Xxxxxxx Xxxxx
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By:
Xxxxxxx Xxxxx, Director
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