Contract
EMPLOYMENT
AGREEMENT,
effective as of this 16th
day of
November, 2006 (this “Agreement”),
between Xxxxxxx Xxxxx, an individual residing at ___________________ (the
“Executive”),
and
Star Energy Corporation, a Nevada corporation with an office at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the “Company”).
W
I T N E S S E T H:
WHEREAS,
the Company and the Board of Directors of the Company desire to memorialize
the
employment of the Executive on a full-time basis as its Chief Executive Officer
and President and the Executive desires to accept such employment subject to
the
terms and conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, the parties hereto agree as follows:
ARTICLE
I
POSITION;
DUTIES; TERM
1.1 Position.
The
Company hereby employs the Executive as the Chief Executive Officer and
President of the Company, which employment the Executive hereby accepts, all
in
the capacity and on the terms and conditions hereinafter set forth.
1.2 Duties.
(a)
During the Term (as defined below), the Executive shall be a full-time employee
of the Company, all under and subject to the direction and control of the Board
of Directors of the Company (the “Board”).
(b) In
his
capacity as Chief Executive Officer and President, the Executive shall be the
senior executive officer of the Company with principal responsibility for
controlling the operations of the Company and shall perform such duties for
the
Company as are consistent with the foregoing, including, without limitation,
preparing and obtaining approval from the Board of the Company’s annual budget
and plan; advising management and establishing revenue models and growth
strategies, conducting market research and assessing the competitive environment
to identify opportunities; developing business plans for new business
development; advising and negotiating on financing initiatives; preparing and
making presentations to prospective customers, affiliates, investors and
partners, analyzing sales, marketing and distribution goals, establishing a
network of business opportunities for the Company and attending interviews,
conventions, trade shows, conferences or discussion panels on behalf of the
Company.
(c)
The
services to be performed by the Executive shall be commensurate with the
position of the Executive as the most senior executive employee of the Company.
In this position, during the Term (i) the Executive shall not render services
to
or for any other person, firm, corporation or business in this capacity and
(ii)
shall have no interest directly or indirectly in any other person, firm,
corporation or business whose business is related to or competitive with the
business of the Company; provided,
however,
that
the Executive may own, directly or indirectly, solely as an investment,
securities of any entity which are traded on any national securities exchange
or
which are admitted to quotation on The NASDAQ Stock Market Inc. if the Executive
(a) is not a controlling person of, or a member of a group which controls,
such
entity and (b) does not, directly or indirectly, own one percent or more of
any
class of securities of such entity; Notwithstanding the foregoing, so long
as it
does not interfere with his full time employment hereunder, the Executive may
attend to outside investments and serve as a director, trustee or officer of
or
otherwise participate in charitable and civic organizations and serve as
director of corporations whose business is unrelated to the business of the
Company and continue to pursue his other business interests unrelated to the
current or future business of the Company.
1.3 Term.
The
term of employment shall commence as of the date set forth above and shall
continue until November 16, 2007 unless this Agreement is terminated prior
thereto in accordance with the terms hereof (the “Term”).
ARTICLE
II
SALARY;
SHARES
2.1 Annual
Base Salary.
During
the Term, the annual base salary (the “Base
Salary”)
to be
paid by the Company to the Executive shall be One Hundred Fifty Thousand Dollars
($150,000), payable in equal bi-monthly installments, or in such other manner
as
the parties shall mutually agree, subject to withholding for applicable taxes.
2.2 Shares.
The
Company hereby grants to the Executive 300,000 shares of common stock of the
Company (the “Shares”). The Shares are subject to restrictions under applicable
federal and state securities laws.
ARTICLE
III
BENEFITS
3.1 Business
Expenses The
Executive shall be reimbursed for all reasonable and necessary business expenses
incurred by the Executive in connection with the performance of his duties
under
this Agreement, as approved by the Company, including reasonable accommodation
expenses during travel required in connection with the performance of the
Executive’s duties.
3.2 Directors’
and Officers’ Liability Insurance.
The
Executive shall be covered by the directors’ and officers’ insurance policy to
be obtained by the Company. The Company agrees to defend the Executive from
and
against any and all lawsuits initiated against the Company and/or the
Executive.
3.3 Additional
Benefits.
The
Executive shall be entitled to participate in any pension or profit sharing
plans, group health, accident or life insurance plans, group medical and
hospitalization plan, and other similar benefits as may be available to the
employees of the Company. The Executive shall assist the Company in adopting
the
proper plans for the Company.
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ARTICLE
IV
TERMINATION
4.1
Termination
during Initial Three Months.
Notwithstanding anything contained herein to the contrary, the Executive’s
employment
hereunder may be terminated by the Company or the Executive for any reason
or
without reason at any time within the first three-month period of the Term.
Upon
such termination, 250,000 of the Shares shall be returned to the Company and
be
cancelled.
4.2
Termination
with Cause.
The
Executive’s employment hereunder may be terminated by the Company for Cause
(hereafter defined) at any time upon notice from the Company to the Executive.
For purposes hereof, “Cause”
shall
mean any one of the following: (i) willful and continuing disregard of his
job
responsibilities or material breach by the Executive of this Agreement, which
continues for 20 days after delivery to the Executive of notice thereof. The
Executive’s employment may be terminated by the Company or by the Executive
without Cause upon not less than 14 business days prior notice to the other
party.
4.3 Termination
for Death or Disability.
If the
Executive’s employment is terminated by the Company for Cause or by the
Executive for any reason, including without limitation, the Executive’s death or
disability, the Company shall pay the Executive or his heirs or personal
representatives the Base Salary accrued through the date of termination.
ARTICLE
V
REPRESENTATION;
NON-COMPETITION; CONFIDENTIALITY
5.1 Executive
Representation.
The
Executive represents that the Executive’s execution of this Agreement and the
performance of his duties required hereunder will neither be a breach of any
other employment or other agreement nor a breach of any non-competition or
similar agreement.
5.2 Non-Competition.
(a) The
Executive agrees that during the Term and for the period of two (2) years
thereafter, he will not engage, directly, either as principal, agent,
consultant, proprietor, creditor, stockholder, director, officer or employee,
or
participate in the ownership, management, operation or control of any business
which directly or indirectly competes with the business of the Company. The
Executive acknowledges and agrees that the current market for the Company's
business extends throughout the world and that it is therefore reasonable to
prohibit the Executive from competing with the Company anywhere in such
territory. This Section shall not apply to the Executive’s ownership of less
than five percent (5%) of the capital stock of a company having a class of
capital stock which is traded on any national stock exchange or to the Executive
lecturing to any persons or organizations or consulting with other companies.
(b) During
the Term and for the period of two (2) years thereafter, the Executive agrees
that he will not, directly, (i) solicit, divert or recruit or encourage any
of
the employees or agents of the Company, or any person who was an employee or
agent of the Company during the Term, to leave the employ of the Company or
terminate or alter their contractual relationship in a way that is adverse
to
the Company's interests, (ii) solicit or divert business from the Company,
or
assist any person or entity in doing so or attempting to do so or (iii) cause
or
seek to cause any person or entity to refrain from dealing or doing business
with the Company or assist any person or entity in doing so or attempting to
do
so.
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5.3 Confidential
Information.
(a) The
Executive agrees that he shall hold in strict confidence and shall not at any
time during or after his employment with the Company, directly or indirectly,
(i) reveal, report, publicize, disclose, or transfer any Confidential
Information (as described below) or any part thereof to any person or entity,
(ii) use any of the Confidential Information or any part thereof for any purpose
other than in the course of his duties on behalf of the Company, or (iii) assist
any person or entity other than the Company to secure any benefit from the
Confidential Information or any part thereof. All Confidential Information
(regardless of the medium retained) and all abstracts, summaries or writings
based upon or reflecting any Confidential Information in the Executive’s
possession shall be delivered by the Executive to the Company upon request
therefor by the Company or automatically upon the expiration of the Term or
termination of this Agreement.
(b) For
purposes of this Agreement, "Confidential
Information"
shall
mean any information relating to the business, operations, affairs, assets
or
condition (financial or otherwise) of the Company which is not generally known
by non-company personnel, or is proprietary or in any way constitutes a trade
secret (regardless of the medium in which information is maintained) which
the
Executive develops or which the Executive obtains knowledge of or access to
through or as a result of the Executive’s relationship with the Company.
Confidential Information specifically includes, without limitation, business
and
marketing plans, financings, cost and pricing information, supplier information,
all source code, system and user documentation, and other technical
documentation pertaining to the hardware and software programs of the Company,
including any proposed design and specifications for future products and
products in development, and all other technical and business information
considered confidential by the Company. Confidential Information shall not
include any information that is generally publicly available or otherwise in
the
public domain other than as a result of a breach by the Executive of his
obligations hereunder. For purposes of this Agreement, information shall not
be
deemed Confidential Information if (i) such information is available from public
sources, (ii) such information is received from a third party not under an
obligation to keep such information confidential, or (iii) the Executive can
conclusively demonstrate that such information had been independently developed
by the Executive.
5.4 Remedies. The
Executive agrees and acknowledges that the foregoing restrictions and the
duration and the territorial scope thereof as set forth in Sections 5.2 and
5.3
are under all of the circumstances reasonable and necessary for the protection
of the Company and its business. In the event that the Executive shall breach
or
threaten to breach any of the provisions of this Agreement, in addition to
and
without limiting or waiving any other remedies available to the Company, at
law
or in equity, the Company shall be entitled to immediate injunctive relief
in
any court, domestic or foreign, having the capacity to grant such relief, to
restrain any such breach or threatened breach and to enforce the provisions
of
this Agreement.
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ARTICLE
VI
MISCELLANEOUS
6.1 Entire
Agreement.
This
Agreement constitutes the entire understanding between the Company and the
Executive with respect to the subject matter hereof and supersedes any and
all
previous agreements or understandings between the Executive and the Company
concerning the subject matter hereof, all of which are merged
herein.
6.2 Successors.
This
Agreement shall be binding upon and inure to the benefit of the Executive and
his heirs and personal representatives, and the Company and its successors
and
assigns.
6.3 Notices.
All
notices and other communications required or permitted hereunder shall be
delivered personally, sent via facsimile, certified or registered mail, return
receipt requested, or next day express mail or overnight, nationally recognized
courier, postage prepaid with proof of receipt, to the address or telephone
number (in the case of facsimile) set forth above. Such addresses and/or
telephone numbers may be changed by notice given in the manner provided herein.
Any such notice shall be deemed given (i) when delivered if delivered
personally, (ii) the day after deposit with the express or courier service
when
sent by next day express mail or courier, (iii) five (5) days after deposit
with
the postal service when sent by certified or registered mail, or (iv) when
sent
over a facsimile system with answer back response set forth on the sender's
copy
of the document.
6.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada, without regard to choice of law principles.
6.5 Amendment
and Modification.
This
Agreement may be amended, modified or supplemented only by written agreement
executed by the Company and the Executive.
6.6 Headings.
The
section headings herein are inserted for the convenience of the parties only
and
are not to be construed as part of the terms of this Agreement or to be taken
into account in the construction or interpretation of this
Agreement.
6.7 Counterparts.
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed to be an original but both of which together will constitute one
and
the same instrument.
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IN
WITNESS WHEREOF, the parties have entered into this Executive Employment
Agreement as of the day and year first above written.
STAR
ENERGY CORPORATION
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By: | /s/ Xxxxxx Xxxxx | |
Name:
Xxxxxx Xxxxx
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Title:
Chief Financial Officer
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/s/ Xxxxxxx Xxxxx | ||
Xxxxxxx Xxxxx |
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