EMPLOYMENT AGREEMENT
This
Employment Agreement (this “Agreement”) is made and entered into as of January
1, 2009 (the “Effective Date” by and among Xxxx Xxxxxxx an individual currently
serving as the CEO of IB3 Networks, Inc. (“Executive”), and XX0
XXXXXXXX, Inc., a Nevada Corporation (“Company”). Company
and IB3 are collectively referred to herein as the “Parties.” In
consideration of the mutual terms and conditions as stated herein, the
sufficiency of which is hereby acknowledge, Company and IB3 agree as
follows:
1. Employment
a. The
Company agrees to continue to employee Executive, and Executive agrees to
continue in the employment of at the Company, serving as the Company’s
CEO. In that position, Executive shall render to the Company such
administrative and management services as are customarily performed by persons
situated in a similar executive position, and also perform such other duties and
serve in such other positions as the Company reasonably directs from time to
time. Executives shall devote Executive’s entire business time,
attention, skill, and energy exclusively to the business of the company, shall
use Executive’s best efforts to promote the success of the Company’s business,
and shall cooperate fully in the advancement of the best interests of the
Company. This agreement replaces the existing employment contract for
Executive to serve as President of iBeam Solutions, LLC, a wholly owned
subsidiary of XX0 Xxxxxxxx, Inc. All compensation due Executive under
the previous employment agreement will be paid in full upon completion of One
Million Dollars (1,000,000) in financing. Executive will also serve
as acting President of iBeam Solutions LLC under the terms of this
agreement.
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2.
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Compensation and
Benefits
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a. Compensation and Benefits
based upon iB3 Networks, Inc. Executive shall be entitled to
the following compensation if iB3 Networks and its subsidiaries (the “Combined”)
satisfies the following criteria:
i. Signing
of the Employment contract. Upon signing of the Employment contract
and agreeing to serve as iB3 Networks CEO, Xxxxx Xxxxxxx will receive five
hundred thousand (500,000) shares of common stock of iB3 Networks,
Inc.
ii. For
agreeing to remain Chairman of the Board, Xxxx Xxxxxxx will received two hundred
and fifty thousand (250,000) shares of common stock of iB3 Networks,
Inc.
iii. For past
compensation for serving as acting CEO and Chairman of iB3 Networks, Xxxx
Xxxxxxx will receive two hundred and fifty thousand (250,000) shares of common
stock of iB3 Networks, Inc.
b. Compensation and Benefits
based upon Gross Revenue In the event the combined achieves
Gross Revenue equals or exceeds Two Million Dollars ($2,000,000) for each of its
fiscal years IB3 shall issue One Hundred Fifty Thousand (150,000) shares of IB3
common stock to the Executive for every additional One Million Dollars
($1,000,000) of Gross Revenue recorded during the Company’s fiscal
year. Notwithstanding the prior sentence, the Company shall not issue
more than Seven Hundred Fifty Thousand (750,000) shares to the Executive
pursuant to the
provisions
of this Section 2(b). Gross Revenue is defined as all income received
by the Combined for the sales of its goods and services.
c. Bonus Compensation based on
Net Operating Cash Flow. At the end of the Company’s second
and fourth fiscal quarters, the Company shall pay to the Executive a cash bonus
equal to one half (1/2) of one percent (1%) of the Company’s Net Operating Cash
Flow for the just completed and prior fiscal quarter. Net Operating
Cash Flow shall be defined as the Gross Revenue from the Company’s operations
less the portion thereof used to pay or establish services for all Company
expenses, debt payments, capital improvements, replacements and contingencies,
all as determined by the Company’s Board of Directors. “Net Operating
Cash Flow” shall not be reduced by depreciation, amortization, cost recovery
deductions or similar allowances.
d. Stock Options
Compensation. IB3 shall issue the following stock options to
the Executive:
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(i)
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At
the Exercise Time, for the purchase price of Fifty cents ($0.50) per share
of IB3 common stock, the Executive shall have the option to purchase an
amount of shares of common stock of IB3 equal to One percent (1%) of the
IB3’s shares of common stock outstanding at the Effective exercise date
outstanding Stock should be looked at the Exercise time. The
Exercise Time is defined as two (2) years from the Effective
Date.
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(ii)
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In
the event that Two Million Dollars ($2,000,000) is an amount that equals
or exceeds Fifteen percent (15%) of the Company’s earnings before interest
expense, taxes, depreciation and amortization based on an independent
audit (“EBITDA”) for the first two fiscal years from the Effective Date,
then at the end of the second fiscal year, the Executive, for the purchase
price of Fifty cents ($0.50) per share of IB3 common stock, shall have the
option to purchase an amount of shares of common stock of IB3 equal to One
percent (1%) of IB3’s shares of common stock outstanding at the Effective
Date.
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e. Monthly
Compensation. The monthly compensation of the Executive shall
be as follows:
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(i)
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Compensation
for each month from the Effective Date, the Executive shall receive a cash
salary of Fifteen Thousand Dollars ($15,000) per month, $10,000 per month
for serving as CEO of iB3 Networks, Inc. and $5,000 per month payable by
iBeam Solutions to Executive for serving as Acting President of iBeam
Solutions.
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(ii)
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Notwithstanding
the provisions of Section 2(e)(i)-(iii), if IB3 fails to place at least
One Million dollars ($1,000,000) of Securities (as hereinafter defined) in
the Private Placement dated December 2008 (as hereinafter defined), the
Executive shall not receive payment in cash for services to iB3, but shall
instead receive an amount of shares of IB3 common stock equal to the cash
payment due form iB3 Networks, Inc. that Executive was slated to receive
for the portion due
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from iB3
pursuant to Section 2(e)(i), (ii) or (iii), respectively. The value
of a share of stock shall be the average closing price of a share of stock of
the Company for the last ten (10) business days of the calendar month for which
the compensation is being paid. If the Executive is issued stock
pursuant to this Section 2(e)(v), then if the shares of stock have not been
registered, the IB3 shall register such shares in an S-8 registration
statement. IB3 will also assume all tax liabilities associated with
such transaction.
(f) Success
Fee. IB3 is conducting a private placement of up to Five
Million dollars ($5,000,000) of any capital stock (common, preferred, preference
or otherwise) or other equity or ownership interest in IB3 (the “Private
Placement”) and any securities, warrants, options or other rights to acquire any
such capital stock or other equity or ownership interest (the
“Securities”). As a direct result of Xxxx Xxxxxxx’x efforts and
contacts, if IB3 shall pay to Executive a fee (each, a “Success Fee”) in an
amount equal to ten percent (10%) of the gross proceeds raised by IB3 for each
sale of the Securities to 1) the Executive or 2) any purchase who purchased the
Securities in IB# as a result of the purchase’s prior relationship with the
Executive. The Executive shall be entitled to a Success Fee for every
One Million dollars ($1,000,000) of Securities raised in the Private Placement
10% of all funds he raises, but has to raise a minimum of $1MM before payments
start. Each Success Fee shall, at the option of the Executive, be
payable in (i) cash; (ii) shares of Common Stock in an amount equal to the
Success Fee; the value of a Security shall be the average closing price of a
Security for the ten (10) business days prior to the Closing date; or (iii) a
combination of cash and shares of the Securities.
(g) Annual
Review. One (1) year from the Effective Date, the Company
shall review the Executive’s compensation, and may adjust it
accordingly.
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3.
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Termination of
Employment
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Executive’s
employment with the Company may be terminated at any time and for any reason by
the Company upon thirty (30) days written notice to Executive or by Executive
upon thirty (30) days written notice to the Company. Except as
otherwise expressly provided in this Agreement or required by law, the Company’s
obligations under this Agreement will automatically terminate upon the
termination of executive’s employment with the Company and Executive will have
no obligation or duty to further serve the Company in any capacity, nor will the
Company be under any obligation to make any further payments or provide any
further benefits to Executive except as expressly provided for hereunder or
otherwise by applicable law. Any compensation due Executive from iB3
Networks, Inc. and/or its subsidiaries will be paid in cash to Executive within
10 days of termination of Employment.
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4.
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Termination
Payments
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Upon
termination of Executive’s employment, Executive will resign all positions of
any kind held with the Company and its affiliates, and, if the Company
terminated the Executive, the Company will be obligated to provide Executive
only a prorated amount of the salary due him
pursuant
to Section 2(e) through the date of termination; the Executive shall not be due
any payments which might otherwise be due pursuant to 2(b)-(d).
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5.
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Miscellaneous
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a. Successors and
Assigns. This Agreement will be binding upon and inure to the
benefit of (i) of the Company and its successors and assigns and (ii) Executive
and Executive’s heirs and personal representatives. This Agreement is
not assignable by Executive.
b. Notices. All
notices, requests, demands and other communications hereunder will be in writing
and will be deemed to have been duly given if delivered via telecopy, overnight
delivery, or prepaid certified or registered U.S. Mail, return receipt
requested, to the following addresses or to such other address as either Party
any designate by like notice:
If to
IB3. to: XX0 Xxxxxxxx, Inc., c/o of Xxxx X. Xxxxxxx, 00
Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxxxxxxx, Xxxx 00000
If to
Executive, to: Xxxx Xxxxxxx, 00000 Xxx Xxxx Xxxx, Xxxxxxxxxxx,
Xxxx 00000
c. Entire Agreement:
Modification. This Agreement contains the entire agreement of
the Parties about the subjects in it, and it replaces all prior contemporaneous
oral or written agreements, understandings, statements, representations and
promises by either Party. No supplement, modification or amendment to
this Agreement will be effective and binding unless the same is contained in a
writing accepted and duly executed by the Parties.
d. Paragraph
Headings. The paragraph headings used in this Agreement are
included solely for convenience and will not affect, or be used in connection
with, the interpretation of this Agreement.
e. Severability. The
provisions of this Agreement will be deemed severable and the invalidity or
unenforceability of any provision will not affect the validity or enforceability
of the other provisions hereof.
f. Governing
Law. This Agreement will, except to the extent that federal
law will be deemed to apply, be governed by and construed and enforced in
accordance with the laws of Ohio.
g. Arbitration of Certain
Disputes. All disputes under paragraphs 1, 2, 3 or 4 will be
settled conclusively and without right of appeal therefrom by arbitration in
Franklin County, Ohio, before a single arbitrator, pursuant to the Rules of
Commercial Arbitration of the American Arbitration association (the
“AAA”). The arbitrator will be selected by the joint agreement of the
Parties, but if the Parties do not so agree within ten (10) calendar days after
notice from either Party to the other Party that it is instituting arbitration,
the Parties will request from the AAA a panel of 7 arbitrators from which the
Parties will alternately strike names until a single arbitrator has been
selected. The initial strike will be determined by the flip of a
coin. The Parties will conduct discovery in such proceedings in
accordance with and the Arbitrator will enforce the time
periods
and principles set forth in Rules 26 through 37 of the Federal Rules of Civil
Procedure, as they may be amended from time to time. Each Party will
pay its own its own expenses of Arbitration and the expenses of the arbitrator
will be equally shared provided that, if in the opinion of the arbitrator any
claim, defense or argument raised in the arbitration was unreasonable, the
arbitrator may assess all or part of the expenses of the other Party (including
attorney fees) and of the arbitrator as the arbitrator deems
appropriate. The arbitrator may not award either Party punitive or
consequential damages.
h. Jurisdiction and Venue in
Judicial Proceedings. Any judicial action (not otherwise
subject to arbitration under paragraph 6(g) above) and arising under this
Agreement or otherwise in connection with Executive’s employment hereunder, and
not otherwise prohibited by this Agreement, will be instituted only in state
and/or federal courts located in Ohio. The Parties hereby expressly
consent to the jurisdiction of and waive any objection to venue in such
courts.
IN
WITNESS WHEREOF, the Parties have entered into this Agreement as of the date
first hereinabove written.
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XX0
Xxxxxxxx, Inc.
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By: /s/Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx
Xxxxxxxx
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Title: Board
Member
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By: /s/Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, an individual
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