TRANSITION IPO EMPLOYMENT AGREEMENT
TOBAHMAOZ INC.
TRANSITION IPO EMPLOYMENT AGREEMENT
Name of Employee (herein “Employee”): Xxxxxxx X. Xxxxxxxx Xx.
Position
Chief Financial Officer (“CFO”)
Name of Employer (herein “Employer”): TobahMaoz Inc.
Commencement Date:
October 1, 2012
Initial Termination Date:
5 years from Commencement or Completion of
IPO, whichever occurs first
Annual Salary:
$93,600 net ($45 net/hour * 2,080 hours/year)
plus allowances; estimated value is
$12,595 per month burdened (estimated), or
$151,140 annually burdened (estimated).
Sign-On Bonus:
$50,000 net; $74,627 burdened (estimated)
Transition IPO Contract Value:
$225,767
THIS AGREEMENT is entered into between TobahMaoz Inc., a Wyoming corporation
(“Employer”), and Employee for the following purposes and upon the following conditions:
1. Employment. Employer hereby employs Employee as provided herein and Employee
hereby accepts such employment upon the terms and conditions hereinafter set forth.
2. Term. This Agreement is for a five-year term, subject to the termination provisions of
Paragraph 3. This Agreement will be automatically renewed for a five-year term, unless; (1) the
Board of Directors (the ‘Board”) delivers written notice of non-renewal at least sixty (60) days
before expiration of the initial term; (2) it is terminated sooner pursuant to the terms of this
Agreement; or (3) the Employee delivers written notice of resignation to the Board of Directors.
Thereafter, this Agreement will be automatically renewed for successive five-year terms under
the same condition.
3. Early Termination. In the event of early termination due to change of ownership,
dismissal, or for any other reason other than a reason for cause below, the full contract value will
be paid in full on the same day as the Board action. For example, if dismissed on day one of the
contract or contract renewal, then $755,701 estimated gross ($528,000 net) will be immediately
due and payable. Except as provided in Paragraph 2, “Term,” Employer may not terminate this
Agreement without cause. Employer may terminate this Agreement at any time with cause if (i)
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Employee is convicted of the willful and intentional commission of a crime (excluding traffic
violations); (ii) in the reasonable judgment of the Board, Employee has materially failed to
perform his duties hereunder. In the event of termination for cause, the Employee’s pro-rated
Annual Salary and other benefits shall be paid through the date of termination, and the Employee
shall have no further rights to compensation or benefits other than as determined by the terms of
any applicable plan or program.
4. Compensation.
4.1. For the full term of this Agreement, Employer shall pay Employee an annual
salary in the amount provided above, payable in installments in the Employer’s regular payroll
periods. Employer shall review such salary at least annually one month prior to each anniversary
of this Agreement; provided, however, that such salary shall not be decreased without the
consent of Employee. Employee shall be eligible to receive such bonuses and cost of living
increases to his salary as the Board approves from time to time.
4.2.
Sign-On Bonus. A sign on bonus of $50,000 net will be paid to Employee out of
the first funds raised from the sale of treasury stock.
4.3.
Completion of IPO. Upon completion of the IPO, the Board of Directors will
determine the amounts to be paid to Employee as Completion Bonuses and Success Fees. After
completion of the IPO, a new CFO contract will be negotiated and set by the Board of Directors.
5. Duties. Employee shall serve as the Chief Financial Officer of the Company, reporting
directly to the Chief Executive Officer (“CEO”) of the Company. Employee shall perform all
duties and services incident to the positions held by him.
6. Extent of Service. This is a non-captive and non-exclusive Agreement. Employee will
devote as much of his time, attention, and energies to the business of Employer as deemed
necessary.
7. Working Facilities. Employee shall maintain his office at his home located in Xxxxxx,
Utah. Employer shall provide Employee with additional office space, computer equipment,
software, supplies, and any other equipment, materials or facilities necessary to perform the
duties under this Agreement.
8. Business Expenses.
8.1. Employee is authorized to incur reasonable expenses for promoting the business
of Employer, including expenses for entertainment, travel and similar items. Employer will
reimburse Employee for all such expenses upon presentation by Employee of an itemized
account of such expenditures. Such expenditures shall be within approved budget items for such
expense. In the event of any subsequent disallowance by the United States Internal Revenue
Service of such reimbursed expenses as deductions on Employer’s income tax returns, such
disallowed expense shall be treated as an advance of future sums to be paid by Employer to
Employee under this Agreement, except in those instances where such expenses are specifically
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authorized or directed by Employer prior to Employee’s expenditure therefore, which expenses
shall not be chargeable to Employee.
8.2.
Automobile. Employer will reimburse Employee’s use of his personal
automobile for business purposes at the rate of $0.555 per mile.
8.3.
Home Office Allowance. Employer will pay Employee a home office allowance
of $1,000.00 net per month.
9. Medical and Life Insurance. During the Term of this Agreement, Employer shall
provide, at Employer’s cost, a life insurance policy and group health, dental, vision and disability
insurance plans for the coverage of the medical expenses of Employee and his immediate family
dependents. Such plans shall provide for payment of medical expense benefits in amounts and
under terms as are reasonable and customary for plans of businesses such as Employer.
10. Vacations. Employee shall be entitled during each year of this Agreement to a vacation
of twelve weeks during which time his compensation shall be paid in full. Employee may direct
that unused vacation time be carried over from the year to which it relates to a following year
and be accumulated for Employee’s use in such year or subsequent years, or that he be paid for
any unused vacation time at the end of any year. In addition, Employee shall be entitled to
normally established paid holidays and other employee benefit programs, including but not
limited to, sick leave.
11. Death or Disability. The Employee’s employment by the Employer pursuant hereto is
subject to termination during the Term of this Agreement as follows:
(a) Death. Employee’s employment hereunder shall terminate upon his death. In such
event, the Employee’s annual salary shall be paid through the date of Employee’s death.
Eligibility for all other benefits shall be determined by the terms of any applicable plan or
program.
(b) Disability. The Employer may, by written notice to the Employee, terminate the
Employee’s employment if, as a result of the Employee’s incapacity due to physical or
mental illness, the Employee shall have been absent from his duties hereunder for sixty
consecutive days or for a total of ninety days in any three hundred sixty five day period
(the “Disability Period”). In the event of such termination, the Employee shall receive the
same benefits payable in the event of death; provided however that if any time during the
Term of this Agreement the Employer should adopt a disability policy, the terms of such
policy shall govern.
12. Confidentiality.
12.1. Employee’s Duty Regarding Confidential Information. Employee shall regard
and preserve as confidential all Confidential Information pertaining to Employer’s business.
Such Confidential Information shall be deemed confidential whether obtained by Employee by
reason of his employment with Employer or before or during the term hereof. Employee shall
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not, without the prior written consent of Employer, use for his own benefit or purposes, or
disclose to others, either during his employment or at any time thereafter, and except as required
in connection with his employment with Employer, any Confidential Information connected with
the business developments of Employer. Employee shall not, without such prior written consent,
take or retain or copy any Confidential Information of Employer. Employee represents and
warrants that Employee has not, before execution of this Agreement, made any disclosures of the
type prohibited by this Paragraph 12. Employee shall promptly disclose to Employer all
discoveries, improvements, inventions, and ideas, conceived or made by Employee, either by
Employee or with others, during Employee’s employment hereunder, and which are related to
the actual or anticipated business or activities of Employer. All such discoveries, improvements,
inventions, and ideas shall automatically be exclusive property of Employer and shall be treated
as Confidential Information unless otherwise permitted under this Paragraph 12. Employee shall
execute any and all documents that Employer may reasonably request to evidence that such
discoveries, improvements, inventions and ideas are the exclusive property of Employer,
including, without limitation, assignments of the same.
12.2. Definition of Confidential Information. As used in this Agreement, the term
“Confidential Information” shall mean all business information of any nature and in any form
which at the time or times concerned is not generally known to those persons engaged in
business similar to that conducted or contemplated by Employer, other than by act or acts of an
employee not authorized by Employer to disclose such information, and which relates to any one
or more of the aspects of the present or past business of Employer or any of its predecessors,
including but not limited to patents and patent applications, inventions and improvements,
whether patentable or not, development projects, policies, processes, formulas, techniques,
know-how and other facts relating to sales, advertising, franchising, promotions, financial
matters, customers, customers’ lists, customers’ purchases or requirements, licenses and any
trade secrets.
13. Return of Books and Papers. Upon the termination of Employee’s employment with
Employer for any reason, Employee shall deliver promptly to Employer all manuals and
memoranda; all cost, pricing and other financial data; all customer information; all other written
or printed materials which are the property of the Employer (and any copies of them); and all
other materials which may contain confidential information relating to the business of Employer
that Employee may then have in his possession, whether prepared by Employer or not.
14. Specific Performance. Employee acknowledges that a breach of any of the covenants
contained in Paragraphs 12 hereof may result in material, irreparable injury to the Employer for
which there is no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of such a breach, any payments remaining under the
terms of this Agreement shall cease and the Employer without posting any bond shall be entitled
to obtain a temporary restraining order and a preliminary or permanent injunction restraining
Employee from engaging in activities prohibited by Paragraphs 12 hereof or such other relief as
may be required to enforce any of the covenants contained in Paragraphs 12 hereof.
15. Notices. For the purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly given
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when delivered by hand or mailed by United States overnight express mail, or nationally
recognized private delivery service on an overnight basis, return receipt requested, postage
prepaid, addressed as follows:
If to the Employee: Xxxxxxx X. Xxxxxxxx Xx.
If to the Employer: TobahMaoz Inc.
16. Waiver of Breach. The waiver by Employer of a breach of any provision of this
Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach
by Employee.
17. Inurement. The rights and obligations of Employer under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of Employer.
18. Representations and Warranties. The Employee hereby represents and warrants that he is
free to enter this Agreement and to render his services pursuant hereto and that neither the execution
nor delivery of this Agreement, nor the performance of his duties hereunder, violates the provisions
of any other agreement to which he is a party or by which he is bound. It is further provided that
Employee shall indemnify Employer for any and all damages and/or expenses (including attorney’s
fees) that may result from a breach of such representations.
19. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument, and in pleading or proving any provision of this Agreement, it shall not be necessary
to produce more than one of such counterparts.
20. Survival. Paragraphs 3 and 4 shall survive the termination of this Agreement.
21. Entire Agreement. This instrument contains the entire agreement of the parties. It may
not be changed orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is sought.
22. Paragraph Headings. Paragraph headings have been chosen and used for convenience in
referring to the various actions and paragraphs of the Agreement and are not to be accorded by
meaning or significance beyond such use in any interpretation of any provision of this
Agreement.
23. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the law (other than the law governing conflict of law questions) of the state of
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the 26th day of
November 2012.
By:
_______________________________
Xxxx R, Xxxxxxxx
Chief Executive Officer (“CEO) "EMPLOYER"
_______________________________
Xxxxxxx X. Xxxxxxxx Xx.
Chief Financial Officer (“CFO”) "EMPLOYEE"
