EXHIBIT 10.22
College Partnership
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Trust Integrity Value
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Official College Planning Company of America's Schools Program
EMPLOYMENT AGREEMENT BETWEEN
College Partnership, Inc.
AND
Xxxx Xxxxxxxxxxx
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated effective as of December 6,
2004 (the "Effective Date"), is by and between College Partnership, Inc., a
Nevada Corporation (the "Company"), and Xxxx Xxxxxxxxxxx (the "Employee").
The Company agrees to employ Employee and Employee agrees to accept such
employment upon the following terms and conditions:
1. Position and Reponsibilities. Employee shall devote Employee's entire
business time, attention and energies to the company's (and its
affiliates') business during Employee's employment with the Company.
Employee shall hold the position of Chief Financial Officer, and shall
report to the Company's Board of Directors. Employee shall perform all
duties reasonable and consistent with such position, as well as such
other duties as may be assigned by the Company. Employee will have
such authority as is necessary for the performance of Employee's
obligations hereunder. Employee's principal place of business shall be
the Company's headquarters in Colorado. Employee shall be expected to
travel if necessary or advisable in order to meet the obligations of
Employee's position.
2. Period of Employment. Employee shall be employed in the position set
forth above as of the Effective Date and shall continue in such
position until terminated by either the Company or the Employee
pursuant to Paragraph 8.
3. Compensation. Employee's compensation will be subject to annual review
by the Company's Board of Directors (or a committee thereof).
3.1. Employee's annual base salary is $144,000, commencing on the
Effective Date. The salary will be paid on a bi-weekly basis,
pursuant to the procedures regularly established, and as they may
be changed from time to time, by the company in its sole
discretion. Employee shall be eligible for a salary review on or
about January, 2005. Salary at the rate of $24,000 per annum
shall be deferred during the first six months of this agreement.
Thereafter interest will be accrued at a rate of 8% per annum and
such accrued compensation and interest will be paid monthly over
the following twelve month period, or on a basis consistent with
the other executive members who have deferred compensation.
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3.2 Executive Bonus Plan. The Executive Bonus Plan is a discretionary
plan that can b modified and is subject to review and annual
approval by the Board of Directors.
3.3 Personal Time Off. The Employee will be granted sixteen (16) days
of Personal Time Off (PTO) per year.
4. Benefits. Employee shall be eligible to participate in the College
Partnership, Inc. benefit programs in accordance with the provisions
of each program, which may be amended from time to time at the
Company's discretion. In addition, Employee shall be eligible to
participate in the Company's Executive Deferred Compensation Plan.
5. Business Related Expenses. All approved business travel,
entertainment, meals, lodging, and other directly related business
expenses for which Employee submits receipts and a detailed summary on
the company's Expense Report forms shall be reimbursed by the Company.
If the Company provides Employee with one or more Company credit
cards, Employee agrees to charge only those expenses that are directly
related to the Company's business activities, for which Employee would
otherwise be reimbursed. Employee agrees to provide the Company with a
timely and complete reporting of all expenses charged to the Company
credit card, along with copies of all credit card charge receipts, on
the Company's Expense Report forms.
6. Company Policies. In addition to the obligations set forth in this
Agreement, Employee agrees to abide by all policies of College
Partnership, Inc. regarding employees.
7. Confidentiality. Employee acknowledges having read and executed a
Confidentiality Agreement with states that, for a period of two years
following the end of Employee's employment with the Company, Employee
will not divulge any information which is not already in the public
domain concerning the Company's business, unless it is necessary to do
so to carry out Employee's responsibilities under this Agreement or
Employee is obligated to do so by a court of law.
8. Termination of Employment. Either party to this Agreement may
terminate Employee's employment with the company for any reason
whatsoever upon thirty (30) days written notice. If Employee elects to
terminate this Agreement, Employee agrees to provide the Company with
at least thirty (30) days' written notice in advance of the planned
termination date. If Employee fails to provide the Company with at
least thirty (30) days' written notice, Employee shall, at the
company's option, forfeit any and all bonus payments.
8.1 Financial Obligations. In the event the Company elects to
terminate Employee's employment for any or no reason during the
course of this Agreement, the Company shall pay Employee all
compensation due and owing, which includes (a) earned but unpaid
salary, prorated to the date of termination; (b) earned and
accrued but unpaid paid time off benefits, and (c) incurred and
properly documented but unpaid business related expenses.
Services rendered by the employee subsequent to the termination
date will be coordinated at their annual salary rated divided by
2,000 hours. Such services will be provided for a minimum of two
full-time equivalent weeks, and can be extended for up to four
weeks at the discretion of the Company; services requested by the
Company subsequent to your full-time equivalent weeks are at the
mutual option of the employee and the Company. To avoid
interfering with Employee's future employment, the services
described herein shall be performed at such time and place as
Employee determines to be reasonable.
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8.2 Return of Company Property. Employee shall return to the Company
all property, including, without limitation, all equipment,
vehicles, keys, credit cards, Company product, tangible
proprietary information, documents, books, records, reports,
notes, contracts, lists, computer software and hardware (and
other computer-generated files and data), and copies thereof,
created on any medium and furnished to, obtained by, or prepared
by Employee in the course of or incident to Employee's
employment.
8.3 Health Care Insurance. Health Care insurance will continue
through the termination of employment, including any extended
periods, and then be subject to COBRA provisions by law.
9. Intellectual Property. Employee acknowledges that all inventions,
discoveries, concepts, ideas, improvements, patent applications,
copyrightable works, and other intellectual property that relate to
the Company's business that are conceived, developed, or made by
Employee while employed by the Company belong to the Company. Employee
agrees to promptly upon request execute all necessary assignments,
without further consideration, relating to any and all of the
foregoing.
10. Non-Compete Agreement. Employee agrees that during the course of this
Agreement and for a period one (1) year after Employee's termination
of employment, Employee shall not accept employment directly or
indirectly with any organization, person, or company that is engaged
in the college preparation and planning business and educational
products and services as described in the Company's SEC fillings
11. Governing law and Severability. This Agreement shall be governed by,
and construed and interpreted in accordance with the laws of the State
of Colorado.
If, in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited, or
unenforceable, such provision shall, as to such jurisdiction, by
ineffective only to the extent of such restriction, prohibition, or
unenforceability without invalidating the remaining provisions hereof
and without affecting the validity or enforceability of such provision
in any other jurisdiction or its application to other parties or
circumstances.
12. Tax Considerations. The personal tax consequences of any compensation
or benefits paid or accruing to Employee under this Agreement are
employee's obligation. The Company will conform to all applicable tax
law, codes, and regulations, including withholding and/or reporting of
taxable compensation in respect to payments made to Employee or made
on Employee's behalf.
13. Notices. Any notice required or permitted to be given hereunder must
be in writing and shall be effective upon delivery by hand, upon
facsimile transmission (but only upon receipt by the party giving
notice of a written confirmation of receipt), or three (3) business
days after deposit in the United States mail, postage prepaid,
certified or registered, and addressed to the Company, to the
attention of the Director, Human Resources, or to the employee at the
address or fax number provided herein. Either party shall notify the
other party in writing of any change of address or facsimile number.
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14. Attorney's Fees. In the event of any default under this Agreement, all
costs of enforcement shall be paid by whichever party does not
substantially prevail.
15. Assignment. This is an agreement for the performance of personal
services by Employee and may not be assigned by either party, except
that the Company may assign this Agreement to any affiliated company
of, or any successor in interest to, the Company.
16. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties superseding any other prior agreement, written or
oral, relating to the terms of employment contained herein. This
Agreement can be changed or modified only by a writing signed by both
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.
By College Partnership, Inc., a Nevada Corporation
By: ______________________ Employee: _________________
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxxxxxxx
Title: Executive Vice President & BOD Chairman Title: Chief Financial Officer
Address: 000 X. Xxxxxxx Xxxxxxx, #000 Address: 000 Xxxxxxxxxxx Xx.
Xxxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxx 00000
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