EXECUTIVE EMPLOYMENT AGREEMENT
EXECUTIVE
EMPLOYMENT AGREEMENT
AGREEMENT made as of April 25,
2008 by and between CENTALE, INC./NEXXNOW, INC., a New York corporation with
offices at 00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000 (the “Corporation”), and
Xxxx Xxxxx, residing at 00 Xxxxxx Xxxxxx, Xxxxxxx, XX, X0X0X0
(“Xxxxx”).
WHEREAS, the Company is
engaged in the business of media rights acquisition and distribution, and
Employee wishes to be employed as the President of the Corporation.
NOW, THEREFORE, it is
agreed:
1. Title;
Capacities.
(a) The
Corporation hereby employs Xxxxx as President and Member of the Board of
Directors. Xxxxx shall perform executive functions as shall be
assigned to him by the Corporation’s Board of Directors.
(b) Xxxxx
agrees that he will devote substantially all of his business time, labor, skill,
attention and best ability to the performance of his duties under this
Agreement. Xxxxx agrees to abide by such reasonable rules,
regulations, personnel practices and policies of the Corporation, and any
changes therein, which may be reasonably adopted from time to time by the
Corporation and delivered in writing to Xxxxx.
2. Compensation.
(a) Salary. The
Corporation will pay Xxxxx a salary at the rate of $7,500 per month at the
discretion of the Board of Directors. Salary shall be payable on the
days when the salaries of other Corporation employees are paid. In
the event of non-payment company agrees to accrue balance in the form of a note
payable to Xxxxx.
(b) Revenue
Bonus. On April 1st of 2009
and each year of the agreement thereafter Xxxxx will be entitled to a bonus
equal to 50-100% of his past year salary earned. Amount of bonus to
be determined by the Board of Directors and payable in cash or S-8 registered
shares at the company’s option.
(c) Benefits. Xxxxx
shall be entitled to participate in such benefit programs as the Corporation
makes available for executive employees in general. Specifics at this
point are:
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(i)
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Monthly
car allowance of $500.00
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(ii)
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Annual
Vacation – 2 weeks year 1, 3 weeks year
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(d) Reimbursement of Business
Expenses. Xxxxx shall be entitled to reimbursement of
all reasonable business expenses actually incurred by Xxxxx in the
discharge of Xxxxx’x duties hereunder, including expenses for
entertainment, travel, employee training and similar items, upon submission of
the related invoice or other sufficient documentation.
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(e)
Stock. Ownership
of shares of Corporation’s common stock issued to Xxxxx as part of the “Share
Exchange Agreement” will vest upon Xxxxx’x continued employment through January
1, 2009.
4. Term.
(a) The
“Term” of this Agreement and of Xxxxx'x employment hereunder shall commence on
the date of the Agreement and shall terminate on April 30, 2010, unless earlier
terminated pursuant to §4(b) hereunder.
(b) Prior
to April 30, 2010, Xxxxx'x employment hereunder may be terminated as
follows:
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(i)
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by Xxxxx,
at will;
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(ii)
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by
the Corporation for Cause. As used herein, the term “Cause” shall mean
only the following: (A) conviction during the Term of a crime
involving moral turpitude, (B) material, willful or gross misconduct
by Xxxxx in the performance of his duties hereunder, or (C) the
failure by Xxxxx to perform or observe any substantial lawful
obligation of such employment that is not remedied within fifteen (15)
days after the receipt of written notice thereof from the Board of
Directors (provided such neglect or failure is unrelated to
disability),
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(iii)
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by
the Corporation, upon the death or disability
of Xxxxx. “Disability” shall mean Xxxxx'x
inability to perform Xxxxx’x normal employment functions due to
any medically determinable physical or mental disability, which can last
or has lasted three months or is expected to result in
death.
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(c) Termination
of Xxxxx’x employment, when permitted hereunder, may be effectuated by delivery
of written notice to Xxxxx, stating the grounds for termination. Such
notice shall be effective upon receipt.
(d)
The inability of Xxxxx to perform or advance the company’s interests at a level
established by the company’s Board of Directors.
5. Covenant of
Non-Competition. In consideration of the undertakings by the
Corporation herein, Xxxxx covenants for the benefit of the Corporation and the
shareholders thereof as follows:
(a) The
“Restricted Period” for purposes of this Covenant shall commence on the date of
this Agreement and shall continue for a period ending on the date which is one
year after the date on which Xxxxx ceases to be employed by the
Corporation.
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(b) During
the Restricted Period Xxxxx shall not, directly or indirectly, as an
employee, consultant or principal, through equity ownership or otherwise, for
himself or for any other person, engage in, or assist any other person to engage
in, any Competitive Activities. For purposes hereof, “Competitive
Activities” shall mean the following:
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(i)
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Providing
products or services to any individual or entity that is competitive with
the company’s offerings;
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(ii)
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Directly
or indirectly soliciting, diverting, taking away or attempting to solicit,
divert, or take away any business opportunities which became available to
the Corporation or any of its subsidiaries or affiliated entities during
the Term of this Agreement;
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(iii)
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Providing
products or services to any individual or entity to whom the Corporation
sold products or services or contracted to sell products or services
during the last six months of Xxxxx’x employment with the
Corporation; or
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(iv)
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Hiring,
offering to hire, enticing away or in any manner persuading or attempting
to persuade any person affiliated (as employee or as independent
contractor) with the Corporation or any affiliate or subsidiary of the
Corporation to discontinue his relationship with such company, or to
become employed by any other
entity.
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6.
Inventions. Any
and all inventions, discoveries, developments and innovations conceived by Xxxxx
during the Term of this Agreement shall be the exclusive property of the
Corporation; and Xxxxx hereby assigns all right, title, and interest in the same
to the Corporation. Any and all inventions, discoveries, developments
and innovations conceived by Xxxxx prior to the term of this Agreement and
utilized by him in rendering duties to the Corporation are hereby licensed to
the Corporation for use in its operations and for an infinite
duration. This license may be assigned by the Corporation to a
wholly-owned subsidiary of the Corporation.
7.
Assignment. The
Corporation and Xxxxx acknowledge that the relationship established hereby is
unique and personal and that neither the Corporation nor Xxxxx may assign or
delegate any of their respective rights and/or obligations hereunder without the
prior written consent of the other party except as follows:
In the event of a future disposition of
(or including) the properties and business of the Corporation substantially as
an entirety, by merger, consolidation, sale of assets, or otherwise, then the
Corporation shall be obligated to assign this Agreement and all of its rights
and obligations hereunder to the acquiring or surviving corporation, and such
acquiring or surviving corporation shall assume in writing all of the
obligations of the Corporation hereunder; provided, however, that the
Corporation (in the event and so long as it remains in business as an
independent going enterprise) shall remain liable for the performance of its
obligations hereunder in the event of an unjustified failure of the acquiring
corporation to perform its obligations under this Agreement.
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8.
Indemnification. The
Corporation shall indemnify Xxxxx to the fullest extent authorized by the
Business Corporation Law of the State of New York against claims or liability
arising from his service on behalf of the Corporation.
9.
Governing
Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York applicable to contracts made
and to be performed therein.
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.
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CENTALE,
INC./NEXXNOW, INC.
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By:
/s/ Xxxxxxxx
Xxxxxxxx
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Xxxxxxxx
Xxxxxxxx, Secretary
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/s/ Xxxx
Xxxxx
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Xxxx
Xxxxx
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