AGREEMENT
Exhibit
10.1
AGREEMENT
THIS AGREEMENT dated February 8,
2010 (this “Agreement”)
is entered into by and
among Xxxxxxx Xxxxxxx (the “Executive”) and Enable Holdings, Inc. a Delaware
corporation, together with
its affiliates, subsidiaries and assigns (the “Company”).
WHEREAS, Executive is interested in
becoming employed by the Company in the position of Chief Executive Officer and
the Company agrees to the Executive becoming its Chief Executive Officer,
pursuant to the terms of this Agreement.
WHEREAS, In connection with the
Executive becoming the Chief Executive Officer of the Company, the Executive
will serve as a director on the Company’s Board of
Directors.
NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties agree as follows:
1.
Term of
Service. Effective on March 1, 2010, the Executive shall take
on the full-time duties of the Company’s Chief Executive
Officer. Prior to March 1, 2010 and upon the execution of this
Agreement, the Executive shall assist the Company on an as-needed basis, but
shall not be required to travel to the Company’s headquarters.
2.
Compensation. Starting
March 1, 2010, the Executive’s base salary shall be $180,000 per year, which
shall be payable in the same manner as the Company pays all other
employees. This base salary shall be reviewed at least on an annual
basis by the Company’s Compensation Committee.
3.
Expenses. The
Company shall pay all reasonable business related expenses of the Executive and
such expenses shall be documented by the appropriate expense
reports. Such expense reports shall be reviewed and approved by the
Company’s Audit Committee. Further, from March 1, 2010 until August
31, 2010, the Company shall reimburse the Executive for all expenses directly
related to his commuting to the Company from Wichita, Kansas.
4.
Days, Hours and Location of
Job. The Executive shall normally work five days per week at
the Company’s headquarters in Itasca, Illinois, and his hours of work shall be
appropriate to the Executive’s duties and responsibilities with the Company, it
being recognized that such duties and responsibilities require flexibility in
the Executive’s work schedule.
5.
Stock Option
Grants. On March 1, 2010, the Executive will be granted a
stock option to purchase 1,000,000 shares of the Company’s Common
Stock. Such option will be granted as a non-qualified stock option
and such option shall vest equally over four years, 25% per year with the first
vesting date being March 1, 2010. The exercise price for the stock
option shall be the fair market value of the Company’s Common Stock on the
opening of business on March 1, 2010. The Executive shall be eligible
to receive an additional stock option grant after the Company’s 2010 Annual
Meeting. This stock option will be a qualified stock option under the
Company’s Equity Incentive Plan. This option will only be granted if
the Company reaches certain goals related to profits and revenues as will be
presented to the Executive by the Company’s Board of Directors.
6.
Severance. If
the Executive is terminated by the Company, other than for Cause (as defined
below), he shall receive a severance equal to six months of the Executive’s
current base salary. For purposes of this Agreement, Cause shall
mean: (a) the willful and continued failure by the Executive to
substantially perform his duties to and responsibilities for the Company; (b)
the conviction of, or plea of guilty or nolo contendere to a felony; or (c)
fraud, dishonesty, competition with the Company, unauthorized use of any of the
Company’s trade secrets or confidential information, a material breach of the
Company’s policies or codes of conduct, a willful or material breach of any
agreement between the Company and the Executive, or gross misconduct which is
materially and demonstratively injurious to the Company.
7.
Other
Benefits. At all times during the term of his employment, the
Executive shall be eligible to participate in the Company’s Incentive Bonus
Plan, as well all incentive, savings, retirement and welfare benefit plans,
including, without limitation, health, medical, dental, vision, life (including
accidental death and dismemberment) and disability insurance plans, in
substantially the same manner and at substantially the same levels as the
Company makes available to the Company’s executive employees.
8.
Entire
Agreement. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, oral or written, with respect to such
matters.
9.
Public Company
Tutoring. The Executive agrees to have an initial meeting with
the Company’s attorney to discuss the responsibilities of being an officer and
director of a public company and review the Company’s current policies and
guidelines. The Executive further agrees to have regular meetings
with the other members of the Company’s Board of Directors in order to assist in
guiding him in being an executive and director of a public company, as well as
participate in any seminars that the Company’s Board of Directors deems
important in order to be an officer and directors of a public
company.
10. Governing
Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Illinois, without regard to the principles of conflict of laws
thereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
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EXECUTIVE
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Name: Xxxxxxx
Xxxxxxx
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Name:
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Title:
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