EXECUTIVE EMPLOYMENT AGREEMENT
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This Executive Employment Agreement (the "Agreement"), by and
among Greenhold Group, Inc, a Florida corporation (the "Company" or
"Greenhold ") and XXXX X. XXXXXX ("Employee"), is hereby entered into
as of this 15thst day of October, 2001, and shall be retroactively
effective as of January 1,2001 (the "Effective Date").
In consideration of the mutual promises, terms, covenants and
conditions set forth herein and the performance of each, and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT AND DUTIES.
(a) Subject to the terms and conditions of this Agreement, the
Company hereby employs Employee as Chief Executive Officer
of the Company. As such, Employee shall have
responsibilities, duties and authority reasonably accorded
to and expected of such position and will report directly
to the Board of Directors of the Company (the "Board").
Employee shall faithfully adhere to, execute and fulfill
all policies established by the Company.
2. TERM.
The Company employs the Employee for a period commencing on the
Effective Date and ending on December 31 2011 (the "Term"),
subject to termination prior to such date pursuant to Section 6
hereof. Sixty days prior to the end of the Term (or any renewal
term), either the Company or the Employee may give notice to the
other of its determination not to renew this Agreement. If a
notice of non-renewal is not delivered, this Agreement will
automatically continue in effect for successive one (1) year
renewal terms subject to termination prior to such date pursuant
to Section 6 hereof. If any party gives such notice of non-
renewal, then the Employee's employment will terminate at the end
of such term (or on such other date as the parties mutually
agree).
3. COMPENSATION.
For all services rendered by Employee, the Company shall
compensate Employee as follows:
(a) BASE SALARY.
The base salary payable hereunder to Employee shall equal
$150,000.00 per year, payable on a regular basis in
accordance with the Company's standard payroll procedures
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but not less than monthly. On at least an annual basis, the
Board will review Employee's performance and may make
increases to such base salary if, in its discretion, any
such increase is warranted. Such recommended increase
would require approval by the Board or a duly constituted
committee thereof.
(c) EXECUTIVE PERQUISITES, BENEFITS, AND OTHER COMPENSATION.
Employee shall be entitled to receive additional benefits
and compensation from the Company in such form and to such
extent as specified below:
(i) Reimbursement for all business travel and other out-
of-pocket expenses reasonably incurred by Employee in
the performance of Employee's services pursuant to
this Agreement. Employee shall appropriately document
all reimbursable expenses in reasonable detail upon
submission of any request for reimbursement, and in a
format and manner consistent with the Company's
expense reporting policy.
(ii) The Company shall provide Employee with other
executive perquisites as may be available to or deemed
appropriate for Employee by the Board and
participation in all other Company-wide employee
benefits as available from time to time. Employee
shall be entitled to three weeks of vacation per year.
(iii) The Company shall provide the employee with a leased
automobile of the employee's choice which cost of
lease shall not exceed $1500 per month. And, the
Company shall pay full costs of maintenance and
insurance.
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4. NON-COMPETITION AND NON-SOLICITATION.
(a) The Employee acknowledges that during the course of the
Employee's employment the Employee will receive
confidential and proprietary information from and
concerning the Company. The Employee also acknowledges
that the Company will make substantial investments in the
development of the Company's goodwill and in the Employee's
professional development. The capital expended to develop
this goodwill directly benefits the Employee and should
continue to do so in the event that the relationship
between the Company and the Employee is terminated.
Likewise, other capital investments made or to be made by
the Company to assist in the Employee's professional
development (including but not limited to those items
listed below) has conferred and will confer a direct
economic benefit on the Employee. During the course of the
Employee's tenure with the Company, the Employee will have
received the following economic benefits as a result of
capital expenditures by the Company:
(1) Marketing support enabling the Employee to expand the
Employee's own professional development and to become
known by additional industry personnel.
(2) The development and implementation of information
systems and reporting formats, unique to the
telecommunications business to make the provision of
telecommunications services more efficient, and to
maximize the time available to the Employee for the
expansion of the Company's business (as opposed to
attending to administrative functions).
(3) Financial support to facilitate business growth.
(4) Participation in proprietary strategic planning
sessions, which focus on professional and business
growth opportunities.
(5) Cross-selling, synergy and business expansion
opportunities from being part of the Company.
The Employee agrees that the Company is entitled to
protect these business interests and investments and
to prevent the Employee from using or taking advantage
of the foregoing economic benefits to the Company's
detriment.
(b) Employee agrees that, except for services and duties
performed for or on behalf of the Company pursuant to this
Agreement, Employee will not, during the period of
Employee's employment with the Company, and for a period of
one (1) year immediately following the termination of
Employee's employment under this Agreement, for any reason
whatsoever, directly or indirectly, for himself or on
behalf of or in conjunction with any other person, persons,
company, partnership, corporation or business of whatever
nature:
(i) engage, as an officer, director, shareholder, owner,
partner, joint venturer or in a managerial capacity,
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whether as an employee, independent contractor,
consultant or advisor or as a sales representative, in
any telecommunications or marketing service business
in direct competition with the Company or any
subsidiary of either the Company, anywhere in the
world. (the "Territory");
(ii) solicit any person who is, at that time, or who has
been within one (1) year prior to that time, an
employee of the Company (including the respective
subsidiaries thereof) for the purpose or with the
intent of enticing such employee away from or out of
the employ of the Company (including the respective
subsidiaries thereof);
(iii) solicit any person or entity which is, at that time,
or which has been within one (1) year prior to that
time, a customer, Member, Sponsor, or supplier of the
Company (including the respective subsidiaries
thereof) for the purpose of soliciting or selling
products or services in direct competition with the
Company or any subsidiary of the Company within the
Territory; or
(iv) solicit any prospective acquisition candidate, on
Employee's own behalf or on behalf of any competitor
or potential competitor, which candidate was, to
Employee's knowledge, either called upon by the
Company (including the respective subsidiaries
thereof) or for which the Company made an acquisition
analysis, for the purpose of acquiring such entity.
Notwithstanding the above, the foregoing covenant
shall not be deemed to prohibit Employee from
acquiring as an investment not more than two percent
(2%) of the capital stock of a competing business,
whose stock is traded on a national securities
exchange or over-the-counter.
(c) In recognition of the substantial nature of such potential
damages and the difficulty of measuring economic losses to
the Company as a result of a breach of the foregoing
covenants, and because of the immediate and irreparable
damage that could be caused to the Company for which they
would have no other adequate remedy, Employee agrees that
in the event of breach by Employee of the foregoing
covenant, the Company shall be entitled to specific
performance of this provision and co-injunctive and other
equitable relief, and that Employee will be responsible for
the payment of court costs and reasonable attorneys' fees
incurred by the Company in seeking enforcement of the
covenants set forth in this paragraph 4.
(d) It is agreed by the parties that the foregoing covenants in
this paragraph 4 impose a reasonable restraint on Employee
in light of the activities and business of the Company on
the date of the execution of this Agreement and the current
plans of the Company; but it is also the intent of the
Company and Employee that such covenants be construed and
enforced in accordance with the changing activities,
business and locations of the throughout the term of this
Agreement, whether before or after the date of termination
of the employment of Employee. For example, if, during the
term of this Agreement, the Company engages in new and
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different activities or enters a new business in addition
to or other than the activities or business enumerated
under the Recitals above, then Employee will be precluded
from soliciting the customers or employees of such new
activities or business and from directly competing with
such new business.
(e) The covenants in this paragraph 4 are severable and
separate, and the unenforceability of any specific covenant
shall not affect the provisions of any other covenant.
Moreover, in the event any court of competent jurisdiction
shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the
intention of the parties that such restrictions be enforced
to the fullest extent which the court deems reasonable, and
the Agreement shall be reformed in accordance therewith.
(f) The Company of such covenants shall construe all of the
covenants in this paragraph 4 as an agreement independent
of any other provision in this Agreement, and the existence
of any claim or cause of action of Employee against the
Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement.
Further, this paragraph 4 shall survive the termination of
this Agreement and the termination of Employee's employment
with the Company. It is specifically agreed that the
period of six (6) months following termination of
employment stated at the beginning of this paragraph 4,
during which the agreements and covenants of Employee made
in this paragraph 4 shall be effective, shall be computed
by excluding from such computation any time during which
Employee is in violation of any provision of this paragraph
4.
5. PLACE OF PERFORMANCE.
(a) Employee understands that he may be requested by the Board
to relocate temporarily or, on a permanent basis, from
Employee's present residence to another geographic location
in order to more efficiently carry out Employee's duties
and responsibilities under this Agreement or as part of a
promotion or other increase in duties and responsibilities.
Employee expressly agrees to temporarily relocate for a
period not to exceed six months if the Board makes such
request. In the event the Board requests the Employee
permanently relocate, if Employee agrees to relocate, the
Company will pay reasonable relocation costs to move
Employee, Employee's immediate family and their personal
property and effects, so that Employee shall not personally
bear any out-of-pocket cost as a result of the relocation,
with an understanding that Employee will use Employee's
best efforts to incur only those costs which are reasonable
and necessary to effect a smooth, efficient, and orderly
relocation with minimal disruption to the business of the
Company and the personal life of Employee and Employee's
family.
(b) Notwithstanding the above, if Employee is requested to
permanently relocate and Employee refuses, such refusal
shall not constitute "cause" for termination of this
Agreement under the terms of paragraph 6(c).
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6. TERMINATION; RIGHTS ON TERMINATION.
This Agreement and Employee's employment may be terminated in any
one of the following ways:
(a) DEATH.
The death of Employee shall immediately terminate this
Agreement with compensation due to Employee's estate,
heirs or other descendants or representatives of six months
salary and awarding the outstanding options to the
Employee's estate.
(b) DISABILITY.
If, as a result of incapacity due to physical or mental
illness or injury, Employee shall have been absent from
Employee's full-time duties hereunder for twelve (12)
consecutive months, then thirty (30) days after receiving
written notice (which notice may occur before or after the
end of such twelve (12) month period, but which shall not
be effective earlier than the last day of such twelve (12)
month period), the Company may terminate Employee's
employment hereunder provided Employee is unable to resume
Employee's full-time duties at the conclusion of such
notice period. Also, Employee may terminate Employee's
employment hereunder if his health should become impaired
to an extent that makes the continued performance of
Employee's duties hereunder hazardous to Employee's
physical or mental health or life, provided that Employee
shall have furnished the Company with a written statement
from a qualified doctor to such effect and provided,
further, that, at the Company's request made within thirty
(30) days of the date of such written statement, Employee
shall submit to an examination by a doctor selected by the
Company who is reasonably acceptable to Employee or
Employee's doctor and such doctor shall have concurred in
the conclusion of Employee's doctor. In the event this
Agreement is terminated as a result of Employee's
disability, Employee shall receive from the Company
Employee's base salary at the rate then in effect, payable
at the Company's regular and customary intervals for the
payment of salaries as then in effect, less any amounts
Employee might receive under the Company's disability
insurance policy, if any, for whatever time period is
remaining under the Term or for twelve (12) months,
whichever amount is the greater.
(c) CAUSE.
The Company may, in its sole and absolute discretion,
terminate the employment of Employee hereunder immediately
upon after delivery of written notice to Employee, or at
such later time as the Company may specify in such notice,
for "Cause." As used in this Agreement "Cause" includes,
but is not limited to, the following: (1) Employee's
willful and material breach of this Agreement; (2)
Employee's gross negligence in the performance, or
intentional nonperformance, (continuing for sixty (60) days
after receipt of written notice of need to cure) of any of
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Employee's material duties and responsibilities hereunder;
(3) Employee's willful dishonesty, fraud, or misconduct,
only with respect to the business of the Company, which
affects the operations, property or reputation of the
Company; (4) chronic or illegal drug abuse by Employee; (5)
Employee's willful injury to any independent contractor,
employee or agent of the Company, or to any other person in
the course of Employee's performance of services for the
Company; (6) If a guardian or conservator for the Employee
is appointed by a court of competent jurisdiction;
The Company shall be limited to termination as a remedy for
any damaging, injurious, improper or illegal act by the
Employee, and may not also seek damages, injunction, or
such other remedy. If the Employee's employment is
terminated for Cause, the Employee agrees to vacate the
Company's offices on or before the effective date of the
termination and to return and deliver to the Company at
such time all Company property. In the event of a
termination for Cause, as enumerated above, Employee shall
have no right to any severance compensation.
(d) WITHOUT CAUSE.
At any time after the commencement of employment, provided
the Company does not have Cause to terminate Employee
pursuant to (c) above, Employee may, without cause,
terminate this Agreement and Employee's employment,
effective fourteen (14) days after written notice is
provided to the Company.
(e) Upon termination of this Agreement for any reason provided
above, Employee shall be entitled to receive all
compensation earned and all benefits and reimbursements due
through the effective date of termination. Additional
compensation subsequent to termination, if any, will be due
and payable to Employee only to the extent and in the
manner expressly provided above. All other rights and
obligations of the Company and Employee under this
Agreement shall cease as of the effective date of
termination, except that the Company's obligations under
paragraph 3 (a)(b), C (iii), 6 (a) hereof and Employee's
obligations under paragraphs 4, 7, 8 and 10 hereof shall
survive such termination in accordance with their terms.
Further, unless Employee and the Company otherwise agree in
writing, upon termination of this Agreement for any reason,
Employee will not immediately resign from all director,
officer or other positions held with the Company.
(f) If termination of Employee's employment arises out of the
Company's failure to pay Employee the amounts to which he
is entitled under this Agreement or as a result of any
other material breach of this Agreement by the Company, as
determined pursuant to the provisions of paragraph 15
below, the Company shall pay all amounts and damages to
which Employee may be entitled as a result of such breach,
including interest thereon and all reasonable legal fees
and expenses and other costs incurred by Employee to
enforce Employee's rights hereunder. Further, none of the
provisions of paragraph 4 hereof shall apply in the event
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the Company terminates this Agreement as a result of a
material breach.
7. COMPANY PROPERTY; INVENTIONS.
(a) All records, designs, patents, business plans, financial
statements, manuals, memoranda, lists, and other property
delivered to or compiled by Employee by or on behalf of the
Company, or their representatives, vendors, or customers
which pertain to the business of the Company shall be and
remain the property of the Company, as the case may be, and
be subject at all times to their discretion and control.
Likewise, all correspondence, reports, records, charts,
advertising materials, and other similar data pertaining to
the business, activities, or future plans of the Company,
which is collected by Employee shall be delivered promptly
to the Company without request by it upon termination of
Employee's employment.
(b) Employee shall disclose promptly to the Company any and all
significant conceptions and ideas for inventions,
improvements, and valuable discoveries, whether patentable
or not, which are conceived or made by Employee, solely or
jointly with another, during the period of employment, and
which are directly related to the business or activities of
the Company and which Employee conceives as a result of
Employee's employment by the Company. Employee hereby
assigns and agrees to assign all of Employee's interests
therein to the Company or its nominee. Whenever requested
to do so by the Company, Employee shall execute any and all
applications, assignments, or other instruments that the
Company shall deem necessary to apply for and obtain
Letters Patent of the United States or any foreign country
or to otherwise protect the Company's interest therein.
8. CONFIDENTIALITY AND PROPRIETARY INFORMATION.
(a) Acknowledgement.
The Employee acknowledges and agrees that in the course of
rendering services to the Company and its customers, the
Employee will have access to and will become acquainted
with confidential and proprietary information about the
professional, business and financial activities of the
Company, its affiliates and its vendors, suppliers and
customers, and that the Employee may have contributed to or
may in the future contribute to such information. The
Employee further recognizes that the Employee is being
employed as a key employee, that the Company is engaged in
a highly competitive business, and that the success of the
Company in the marketplace and business depends upon its
goodwill and reputation for integrity, quality and
dependability. The Employee recognizes that in order to
guard the legitimate interests of the Company it is
necessary for the Company to protect all such confidential
and proprietary information, goodwill and reputation.
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(b) Proprietary Information.
In the course of the Employee's service to the Company, the
Employee may have access to confidential know-how, business
documents or information, marketing data, client lists and
trade secrets that are confidential. Such information
shall hereinafter be called "Proprietary Information" and
shall include any and all items enumerated in the preceding
sentence which come within the scope of the business
activities of the Company as to which the Employee has had
or may have access, whether previously existing, now
existing or arising hereafter, whether or not conceived or
developed by others or by the Employee alone or with others
during the period of his service to the Company, and
whether or not conceived or developed during regular
working hours. "Proprietary Information" shall not include
any information, which is in the public domain during the
period of service by the Employee or becomes public
thereafter, provided such information is not in the public
domain as a consequence of disclosure by the Employee in
violation of this Agreement.
Fiduciary Obligations.
The Employee agrees and acknowledges that the Proprietary
Information is of critical importance to the Company and a
violation of this Section 8 will seriously and irreparably
impair and damage the Company's business. The Employee
therefore agrees, while he is an employee of the Company
and at all times thereafter, to keep all Proprietary
Information strictly confidential.
(c) Non-Disclosure.
Except as required by law or order of any court or
governmental entity or in connection with the proper
performance of his duties hereunder, the Employee shall not
disclose, directly or indirectly (except as required by
law), any Proprietary Information to any person other than
(a) the Company, (b) persons who are authorized employees
of the Company at the time of such disclosure, (c) such
other persons, including prospective investors or lenders,
to whom the Employee has been instructed to make disclosure
by the Company's 's Board of Directors, or (d) the
Employee's counsel, so long as such counsel agrees to keep
all Proprietary Information confidential (in the case of
clauses (b) and (c), only to the extent required in the
course of the Employee's service to the Company). Upon any
termination of the Employee's employment hereunder, the
Employee shall deliver to the Company all notes, letters,
documents, tapes, discs, recorded data and records which
may contain Proprietary Information which are then in the
Employee's possession or control and shall not retain, use,
or make any copies, summaries or extracts thereof.
(d) The Company acknowledges the Employee has certain knowledge
and proprietary information regarding country-code Top
Level Domains, organization of DNS, and marketing of ccTLD
properties world-wide. The Company agrees the Employee may
engage in and pursue these endeavors without limitation
while in the employ of the Company
9. INDEMNIFICATION.
In the event Employee is made a party to any threatened, pending,
or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action
by the Company against Employee), by reason of the fact that
Employee is or was performing services under this Agreement, then
the Company shall indemnify Employee against all expenses
(including attorneys' fees), judgments, fines, and amounts paid
in settlement, as actually and reasonably incurred by Employee in
connection therewith. In the event that both Employee and the
Company are made a party to the same third-party action,
complaint, suit, or proceeding, the Company agrees to engage
competent legal representation, and Employee agrees to use the
same representation, provided that if counsel selected by the
Company shall have a conflict of interest that prevents such
counsel from representing Employee, Employee may engage separate
counsel and the Company shall pay all attorneys' fees of such
separate counsel. Further, while Employee is expected at all
times to use Employee's best efforts to faithfully discharge
duties under this Agreement, Employee cannot be held liable to
the Company for errors or omissions made in good faith where
Employee has not exhibited gross, willful and wanton negligence
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and misconduct or performed criminal and fraudulent acts which
materially damage the business of the Company.
10. REPRESENTATIONS OF EMPLOYEE.
(a) Employee hereby represents and warrants to the Company that
the execution of this Agreement by Employee and employment
by the Company and the performance of Employee's duties
hereunder will not violate or be a breach of any agreement
with a former employer, client, or any other person or
entity. Further, Employee agrees to indemnify the Company
for any claim, including but not limited to attorneys' fees
and expenses of investigation, by any such third party that
such third party may now have or may hereafter come to have
against the Company based upon or arising out of any
noncompetition agreement, invention or secrecy agreement
between Employee and such third party which was in
existence as of the date of this Agreement.
(b) The Employee has and will continue to truthfully disclose
to the Company the following matters, whether occurring, at
any time during the one (1) year immediately preceding the
date of this Agreement or at any time during the term of
this Agreement:
(1) any criminal complaint, indictment or criminal
proceeding in which the Employee is named as a
defendant;
(2) any allegation, investigation, or proceeding, whether
administrative, civil or criminal, against the
Employee by any licensing authority or industry
association; and
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(3) any allegation, investigation or proceeding, whether
administrative, civil, or criminal, against the
Employee for violating professional ethics or
standards, or engaging in illegal, immoral or other
misconduct (of any nature or degree), relating to the
business of the Company .
11. ASSIGNMENT; BINDING EFFECT.
This Agreement shall inure to the benefit of and be binding on
the Employee and the Company and the Employee's and the Company's
respective heirs, personal representatives, successors and
assigns; provided, however, that the Employee shall have no right
to assign the Employee's rights or duties under this contract to
any other person. In the event of the sale, merger or
consolidation of the Company, the Employee specifically agrees
that the Company may assign the Company's rights and obligations
hereunder to the Company's successor, assign or purchaser. In
addition, and in any event, the Company may, at any time, assign
the Company's rights and obligations under this Agreement to any
person that is an affiliate of the Company or to any person,
which, after any such assignment, employs at least 50% of the
employees employed by the Company immediately prior to the
assignment.
12. COMPLETE AGREEMENT; AMENDMENTS.
This Agreement is not a promise of future employment. This
Agreement supersedes any other agreements or understandings,
written or oral, between the Company and Employee, and Employee
has no oral representations, understandings or agreements with
the Company or any of its officers, directors, or representatives
covering the same subject matter as this Agreement.
This written Agreement is the final, complete, and exclusive
statement and expression of the agreement between the Company and
Employee and of all the terms of this Agreement, and it cannot be
varied, contradicted, or supplemented by evidence of any prior or
contemporaneous oral or written agreements. A written instrument
signed by a duly authorized officer of the Company and Employee
may not later modify this written Agreement except, and a written
instrument signed by the party waiving the benefit of such term
may waive except no term of this Agreement.
13. NOTICE.
Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:
To the Company: Greenhold .com, Inc.
0000 X. Xxxxxxx Xxxx Xxxx.
Xxxxx 000
Xxxxxxx Xxxx XX 00000
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To Employee: Xxxx X. Xxxxxx
0000 X. Xxxxx Xxxx.
Xxxxx 00X
Xx. Xxxxxxxxxx, XX 00000
Notice shall be deemed given and effective three (3) days after
the deposit in the U.S. mail of a writing addressed as above and
sent first class mail, certified, return receipt requested, or,
in any other case, when actually received. Either party may
change the address for notice by notifying the other party of
such change in accordance with this paragraph 13.
14. SEVERABILITY; HEADINGS.
If any portion of this Agreement is held invalid or inoperative,
the other portions of this Agreement shall be deemed valid and
operative and, so far as is reasonable and possible, effect shall
be given to the intent manifested by the portion held invalid or
inoperative. The Employee and the Company agree and acknowledge
that the provisions of paragraphs 4 and 8 are material and of the
essence to this Agreement. If the scope of any restriction or
covenant contained therein should be or become too broad or
extensive to permit enforcement thereof to its fullest extent,
then such restriction or covenant shall be enforced to the
maximum extent permitted by law, and the Employee hereby consents
and agrees that (a) it is the parties intention and agreement
that the covenants and restrictions contained therein be enforced
as written, and (b) in the event a court of competent
jurisdiction should determine that any restriction or covenant
contained therein is too broad or extensive to permit enforcement
thereof to its fullest extent, the scope of any such restriction
or covenant may be modified accordingly in any judicial
proceeding brought to enforce such restriction or covenant, but
should be modified to permit enforcement of the restrictions and
covenants contained herein to the maximum extent the court, in
its judgment, will permit. The paragraph headings herein are for
reference purposes only and are not intended in any way to
describe, interpret, define, or limit the extent or intent of the
Agreement or of any part hereof.
15. ARBITRATION.
Any unresolved dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by
arbitration, conducted before a panel of three (3) arbitrators in
Miami-Dade, Florida, in accordance with the rules of the American
Arbitration Association then in effect. A decision by a majority
of the arbitration panel shall be final and binding. Judgment
may be entered on the arbitrators' award in any court having
jurisdiction. The prevailing party shall receive and the
unsuccessful party shall pay the direct expense of any
arbitration proceeding in connection with this Agreement.
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16. GOVERNING LAW.
This Agreement shall in all respects be construed according to
the laws of the State of Florida.
17. COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts,
each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
* * * *
IN WITNESS WHEREOF, the parties hereto have made and entered into
this Agreement as of the date first above written.
Greenhold Group, Inc.
By:/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
Board of Directors
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Director
"Employee"
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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EXHIBIT "A"
(a) The employee shall have the option to purchase one million
(1,000,000) shares during the year 2001 for $.025 (2.5 cents) per
share. The funds to purchase the shares shall be loaned to the
employee for a period of three years at an inte4rest rate of 4% per
annum. The shares purchased shall be free trading.
(b) The employee shall have the option to purchase two million
(2,000,000) shares during the period January 1st - June30 2002 for
$.05 (five cents) per share. The funds to purchase the shares shall be
loaned to the employee for a period of three years at an interest rate
of 4% per annum. The shares purchased shall be free trading.
(c) The employee shall have the option to purchase two million
(2,000,000) shares during the period July 1st - December 31,2002 for
$.25 (twenty-five cents) per share. The funds to purchase the shares
shall be loaned to the employee for a period of three years at an
interest rate of 4% per annum. The shares purchased shall be free
trading.
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