Employment Agreement
Exhibit 6.3
This Employment Agreement (this "Agreement") is made effective as of December 01, 2022, by and between CalTier Inc ("CalTier"), of 00000 Xxxxxxxxx Xx, Xxxxx Xx, Xxxxxxxxxx, 00000 and Xxxxxx Xxxxx of [_].
X. XxxXxxx is engaged in the business of crowdfunding, fintech and real estate Xxxxxx Xxxxx will primarily perform the job duties at the following location: 00000 Xxxxxxxxx Xx, Xxxxx, Xxxxxxxxxx.
X. XxxXxxx desires to have the services of Xxxxxx Xxxxx.
X. Xxxxxx Xxxxx is willing to be employed by CalTier.
Therefore, the parties agree as follows:
EMPLOYMENT. CalTier shall employ Xxxxxx Xxxxx as a(n) Chief Operating Officer (COO). Xxxxxx Xxxxx shall provide to CalTier the following services: Responsible for all day-to-day operations of the company. They oversee the operations, finance, human resources, marketing, and other departments. The COO ensures that the company meets its goals and objectives. Xxxxxx Xxxxx accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of CalTier and CalTier's Board of Directors. Xxxxxx Xxxxx shall also perform (i) such other duties as are customarily required to direct and manage all of the day-to-day operations of Xxxxxx Xxxxx, and (ii) such other and unrelated services and duties as may be assigned to CalTier from time to time by CalTier.
BEST EFFORTS OF EMPLOYEE. Xxxxxx Xxxxx agrees to perform faithfully, industriously, and to the best of Xxxxxx Xxxxx'x ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of CalTier. Such duties shall be provided at such place(s) as the needs, business, or opportunities of CalTier may require from time to time. Xxxxxx Xxxxx shall devote his full business time to the rendition of such Services, subject to absences for customary vacations and for temporary illness. In addition, Xxxxxx Xxxxx will not engage in any other gainful occupation which requires Xxxxxx Xxxxx'x personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that Xxxxxx Xxxxx may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.
COMPENSATION OF EMPLOYEE. As compensation for the services provided by Xxxxxx Xxxxx under this Agreement, CalTier will pay Xxxxxx Xxxxx an annual salary of $120,000.00 payable in accordance with CalTier's usual payroll procedures. Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that Xxxxxx Xxxxx shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which Xxxxxx Xxxxx has not yet been paid, and for any commission earned in accordance with CalTier's customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and CalTier's customary procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.
EXPENSE REIMBURSEMENT. CalTier will reimburse Xxxxxx Xxxxx for "out-of-pocket" expenses incurred by Xxxxxx Xxxxx in accordance with CalTier's policies in effect from time to time.
RECOMMENDATIONS FOR IMPROVING OPERATIONS. Xxxxxx Xxxxx shall provide CalTier with all information, suggestions, and recommendations regarding CalTier's business, of which Xxxxxx Xxxxx has knowledge, that will be of benefit to CalTier.
INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Xxxxxx Xxxxx, individually or in conjunction with others, during Xxxxxx Xxxxxx employment by CalTier (whether during business hours or otherwise and whether on CalTier's premises or otherwise) which relate to CalTier's business, products or services (including, without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CalTier and are and shall be the sole and exclusive property of CalTier.
TERM/TERMINATION. Xxxxxx Xxxxx'x employment under this Agreement shall be for an unspecified term on an "at will" basis. This Agreement may be terminated by CalTier upon 90 days written notice, and by Xxxxxx Xxxxx upon 90 days written notice. If Xxxxxx Xxxxx is in violation of this Agreement, CalTier may terminate employment with cause without notice and with compensation to Xxxxxx Xxxxx only to the date of such termination. As used in this Agreement, the term "Cause" shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude. The compensation paid under this Agreement shall be Xxxxxx Xxxxx'x exclusive remedy.
If Xxxxxx Xxxxx'x employment is terminated by CalTier without cause, Xxxxxx Xxxxx shall continue to receive Xxxxxx Xxxxxx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of _________________ from the effective date of termination (the "Severance Period").
If Xxxxxx Xxxxx terminates this Agreement by providing appropriate notice, the Company, at its election, may (i) require Xxxxxx Xxxxx to continue to perform Xxxxxx Xxxxxx duties hereunder for the full notice period, or (ii) terminate Xxxxxx Xxxxx 's employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Xxxxxx Xxxxx 's employment by CalTier Inc. Unless otherwise provided by this Section, all compensation and benefits paid by CalTier Inc to Xxxxxx Xxxxx shall cease upon his last day of employment.
TERMINATION FOR DISABILITY. CalTier shall have the option to terminate this Agreement, if Xxxxxx Xxxxx becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. CalTier shall exercise this option by giving 90 days written notice to Xxxxxx Xxxxx.
Xxxxxx Xxxxx will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination except as available under any disability policy covering Xxxxxx Xxxxx as of his termination date. "Permanently disabled" for the purposes of this Agreement means Xxxxxx Xxxxx 's inability, due to physical or mental illness, to perform the essential functions of Xxxxxx Smiths job, with or without a reasonable accommodation, for the period of 60 during any one employment year.
TERMINATION DUE TO DEATH. Xxxxxx Xxxxxx employment under this Agreement will terminate immediately upon Xxxxxx Xxxxxx death and CalTier Inc shall not have any further liability or obligations to Xxxxxx Xxxxx'x estate, executors, heirs, assigns or any other person claiming under or through Xxxxxx Xxxxxx estate, except that Xxxxxx Xxxxx'x estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to Xxxxxx Xxxxx'x beneficiary designation.
COMPLIANCE WITH XXXXXXXX'S RULES. Xxxxxx Xxxxx agrees to comply with all of the rules and regulations of CalTier.
RETURN OF PROPERTY. Upon termination of this Agreement, Xxxxxx Xxxxx shall deliver to CalTier all property which is CalTier's property or related to CalTier's business (including keys, records, notes, data, memoranda, models, and equipment) that is in Xxxxxx Xxxxx'x possession or under Xxxxxx Xxxxx'x control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by Xxxxxx Xxxxx.
NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
Employer:
CalTier Inc
Xxxx Xxxxxxx
CEO
00000 Xxxxxxxxx Xx
Xxxxx Xx, Xxxxxxxxxx 00000
Executive:
Xxxxxx Xxxxx
[_]
Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.
BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event CalTier Inc is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of Xxxxxx Xxxxx are personal and may not be assigned by Xxxxxx Xxxxx.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.
SIGNATORIES. This Agreement shall be executed on behalf of CalTier Inc by Xxxx Xxxxxxx, CEO and by Xxxxxx Xxxxx. The Agreement shall be effective as of the date first written above.
EMPLOYER:
CalTier Inc
CEO
| By: | /s/ Xxxx Xxxxxxx | Date: | 12/22/2022 | |
| Xxxx Xxxxxxx | ||||
| CEO | ||||
AGREED TO AND ACCEPTED.
EXECUTIVE:
| By: | /s/ Xxxxxx Xxxxx | Date: | 12/22/2022 | |
| Xxxxxx Xxxxx |
