EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN XXXXX XXXXXX AND HOSTING SITE NETWORK, INC.
This Executive Employment Agreement ("Agreement") is made and effective
this 30th day of April 2001 by and between Hosting Site Network, Inc., a
Delaware corporation ("Company") and Xxxxx Xxxxxx ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ the Executive for a
term beginning on the date of this Agreement and ending April 30, 2004 as its
President, CEO and Treasurer, and the Executive hereby accepts such employment
in accordance with the terms of this Agreement.
2. Duties of the Executive. The Executive shall devote substantial time,
attention and energy to the affairs of the Company and/or its subsidiaries
during the term of this Agreement and shall have such duties, responsibilities
and authority as shall be the character and dignity appropriate and consistent
with the position and title of President or such responsibility or authority as
from time to time additionally authorized by the Board of Directors. The
Executive may engage in other activities, such as serving on the Board of
Directors of other corporations/organizations, and/or advising other
corporations/ organizations in each case to the extent that such activities do
not materially detract from or limit the performance of the Executive's duties
under this Agreement, or inhibit in any material way the business of the Company
and its subsidiaries. The Executive will engage in no activity, paid or
otherwise, for a competitor of the Company so long as this Agreement is in
effect. The Executive shall perform all duties in a professional, ethical and
businesslike manner.
3. Compensation. The Executive will be paid compensation during this
Agreement as follows:
(a) No base salary.
(b) The Executive will be granted a total of 3,000,000 shares of common
stock of the Company. However, if his employment with the company is
terminated prior to December 31, 2002 he forfeits the entire
3,000,000 shares of the Company's common stock. If his employment
with the Company is terminated prior to December 31, 2003 he
forfeits 2,000,000 shares of the Company's stock. If his employment
with the Company is terminated prior to December 31, 2004 he
forfeits the remaining 1,000,000 shares of the Company's stock.
4. Benefits.
(a) Expense Reimbursement: The Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and entertainment
incurred by the Executive in the performance of his duties. The Executive will
maintain records and written receipts as required by Company policy and
reasonably requested by the Board of Directors to substantiate such expenses.
5. Termination by Company.
(a) The Company shall have the right to terminate this Agreement
under the following circumstances:
(i) Upon the death of the Executive.
(ii) Upon notice to the Executive in the event of notice of illness or
other disability which has incapacitated him from performing his
duties for two (2) consecutive months as determined in good faith by
the Board.
(iii) For good cause upon notice from the Company. Termination by the
Company of the Executive for "good cause" as used in this Agreement
shall include gross negligence, misappropriation or theft of Company
funds or conviction of state or federal offenses, which would
prevent the Executive from performance of his duties.
With respect to any termination for good cause by the Company, the specifics of
the cause shall be communicated to the Executive in writing at least thirty (30)
days prior to the date on which the termination is proposed to take effect.
(b) If this Agreement is terminated pursuant to Section 5(a)(iii)
above, Executive's rights and the Company's obligations hereunder shall
forthright terminate except as expressly provided in this Agreement.
6. Termination by Executive. The Executive shall have the right to
terminate this Agreement with thirty (30) days written notice to the Company
given within thirty (30) days of the occurrence of any of the following events:
(a) The Executive is not elected or retained as President of the
Company; or
(b) The Company acts to materially reduce the Executive's position,
title, duties, authority or responsibilities.
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7. Notices. Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage pre-paid, or recognized
overnight delivery service;
If to the Company: If to the Executive:
Attn.: Xxxx Xxxxx, Secretary Xxxxx Xxxxxx
Hosting Site Network, Inc. Hosting Site Network, Inc.
00 Xxxxxx Xxxxx 00 Xxxxxx Xxxxx
Xxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
8. Final Agreement. This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both parties.
9. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of New York.
10. Headings. Headings in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
11. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of the Executive, his heirs, distributees and assigns.
12. Severability. If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if
such invalid or unenforceable term had never been included.
13. Arbitration. The parties agree that they will use their best efforts
to amicably resolve any dispute arising out of or relating to this Agreement.
Any controversy, claim or dispute that cannot be so resolved shall be settled by
final binding arbitration in accordance with the rules of the American
Arbitration Association and judgement upon the award rendered by the arbitrator
or arbitrators may be entered in any court having jurisdiction thereof. Any such
Arbitration shall be concluded in New York, New York. Within fifteen (15) days
of the commencement of the arbitration, each party shall select one person to
act as arbitrator, and the two arbitrators shall select a third arbitrator
within ten (10) days of their appointment. Each party shall bear its own costs
and expenses and an equal share of the arbitrator's expenses and administrative
fees of arbitration.
14. Protection of the Company's Interests. During the term of this
Agreement, the Executive shall not directly or indirectly engage in competition
with the Company. At no time shall the Executive divulge, furnish, or make
accessible to any person any
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information of a confidential or proprietary nature obtained by him while in the
employ of the Company except as necessary in the performance of his duties.
15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
/s/Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx
Executive's Signature and Acceptance
/s/ Xxxxxxx Xxxxx /s/ Xxxxx Xxxxx
----------------------------------- ----------------------------------------
Xxxxxxx Xxxxx Xxxxx Xxxxx
Secretary Director
Hosting Site Network, Inc. Hosting Site Network, Inc.
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