Exhibit 10 (bb)
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS AGREEMENT is entered into as of January 1, 2006, by and between
Dalrada Financial Corporation, it's subsidiaries and successors in interest (the
Companies) joint and several, with its principal executive offices at 0000
Xxxxxx Xxx., Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, and Xxxxx Xxxxx, an
individual residing at 0000 Xxx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, with
reference to the following facts:
RECITALS
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A. The Company desires to retain the association and services of
Executive and is willing to engage his services on the terms and
conditions set forth below.
B. Executive desires to remain in the employ of the Companies for a
specific period of time and is willing to do so on those terms and
conditions.
AGREEMENT
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In consideration of the forgoing recitals and of the mutual promises and
conditions set forth herein, the parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ Executive as
President and CEO of the company and its subsidiaries, and Executive agrees to
accept employment upon the terms and conditions set forth herein. Executive
shall have such duties and responsibilities as may be delegated or assigned from
time to time by the Company's Board of Directors (BOD).
1.1 Executive agrees to devote substantially all of his productive time,
energy and abilities to the proper and efficient discharge of his duties set
forth above.
1.2 Executive will not, without the prior written consent of the
Company, directly or indirectly:
(i) during the term of this Agreement, render services to a
business, professional or commercial nature to any other
person or entity, whether for compensation or otherwise
without the express permission of the Company's BOD; or
(ii) during the term of this Agreement, engage in any business
activity competitive with or adverse to the Company's or its
subsidiaries; business whether alone, as a partner or a
member, or as an officer, director, employee or shareholder of
another business entity; provided, however, that this
provision shall not prohibit Executive from being a
shareholder in any publicly traded company, except that
(iii) it is expressly understood by the company that Executive
serves as Chairman and CEO of Warning Management Services
Inc., and also serves as an officer and director of its
subsidiaries. Thereby, the company agrees to exempt the
aforementioned companies from 1.2 (i) and (ii).
(iv) The company further agrees it will not reasonably withhold
permission for Executive to hold positions on other companies,
as a Board member and/or officer, providing these companies
are not direct competitors of the Company.
2. TERM. Subject to the termination provisions in Section 5 hereof, the
term of Executive's employment shall be for a continuous five (5) year period,
commencing as January 19, 2006 upon approval of the Board of Directors. The Term
may be further extended by written amendment to the Agreement signed by both
parties.
3. COMPENSATION.
3.1 SALARY. For all services Executive may render to the Company during
the Term of the Agreement, including services as an officer, or member of any
committee of the Company, Executive, or his assigns, will be compensated, in the
aggregate, Three Hundred and ninety-three thousand dollars ($393,000.00) per
year. Annual increases will be up to 10% based performance criteria to be
determined at a later date.
Such annual salary shall be payable in equal installments, in line with
the pay practices of Dalrada, subject to income tax withholding and other
payroll tax deductions required by applicable state and federal laws.
3.2 STOCK. Employee will be issued common stock of Dalrada Financial
Corporation sufficient to provide a 10% ownership position post reverse split
which shares be maintained for a period of two years..
3.3 BONUS. In addition to all other benefits and compensation provided
by this Agreement, Employee shall be eligible for a quarterly bonus of $47,000
based on the Company achieves a net profit for that quarter (not including the
executive's accrued bonus). This bonus incentive shall remain valid unless a
written amendment signed by the employee and the BOD is made or upon termination
of employment.
3.4 EXPENSES. During the Term of this Agreement, the Company shall
reimburse Executive for reasonable and authenticated out-of-pocket expenses
incurred in connection with performance of Executive's duties hereunder,
including reasonable travel expenses, food and lodging while away from home, and
entertainment, subject to such policies as the Company may, from time to time,
reasonable establish for its employees.
3.5 OTHER BENEFITS. Subject to the terms hereof, Executive shall receive
the same standard employment benefits as the other similarly situated employees
of the Company generally shall from time to time receive, including for example,
a company car, stock options, health, dental and vision (100% of this cost will
be paid by the Company), and life insurance programs, vacation, sick leave,
bonus plans and medical expense reimbursement plans as may be approved by the
BOD. In addition, the Company may, in its sole discretion, grant such additional
compensation or benefits it Executive from time to time, as it deems proper and
desirable.
4. PROPRIETARY INFORMATION. Executive acknowledges that Executive
currently has knowledge, and during the term of this Agreement will gain further
knowledge, of information not generally known about the Company and its present
and future subsidiaries (collectively, the "Consolidated Company') and which
gives the Consolidated Company an advantage over its competitors, including
(without limitation) information of a technical nature, such as "know how,"
formulae, secret processes or machines, data processes, computer programs,
inventions and research projects, and information of a business nature, such as
information about costs, profits, markets, sales, Consolidated Company finances,
employees, lists of customers and other information of a similar nature to the
extent not available to the public, and plans for future development
(collectively, "Confidential Information"). Executive agrees to keep secret all
such Confidential Information of the Consolidated Company, including information
received in confidence by the Consolidated Company from others, and agrees not
to disclose any such Confidential Information to anyone outside the Consolidated
Company except as required in the course of his duties. Executive acknowledges
and agrees that all memoranda, notes, records, manuals, drawings, blueprints,
equipment, actual property and the like relating to any such Confidential
Information, shall be and remain the Consolidated Company's sole property, shall
not be removed from the Consolidated Company's premises without the Company's
express prior written consent and shall be promptly delivered to the Company
upon termination of Executive's employment or at any time the Company may so
request, including all copies of such materials which Executive may then possess
or have under his control.
5. TERMINATION OF EMPLOYMENT. This Agreement is terminable prior to the
expiration of the Term in the manner and to the extent set forth in this Section
5, and not otherwise.
5.1 DEATH. In the event of the death of Employee during the term hereof,
the Company within ten (10) day of receiving notice of such death, shall pay
Employee's estate all salary due or accrued as of the date of his/her death, and
all accrued vacation pay and bonuses due, and the Company shall continue to pay
Employee's salary for eighteen (18) months, or through the term of this
agreement (whichever is higher) following the date of death to Employee's estate
or such other person as employee may hereafter designate in writing. In
addition, notwithstanding anything to the contrary contained herein or in any
other agreement with respect thereto, all equity options, restricted equity
grants and similar rights held by Employee with respect to securities of the
Company shall immediately vest and the right to exercise these securities shall
be held by Employee's estate or such other person as employee may here after
designate in writing.
5.2. DISABILITY. In the event of mental or physical Disability of
Employee during the term hereof, the Company, within ten (10) day following the
determination of Disability, shall pay Employee all salary due or accrued as of
the date of his/her disability, and all accrued vacation pay and bonuses due,
and the Company shall continue to pay Employee's salary for eighteen (18) months
following the date of disability, or through the term of this agreement
(whichever is higher) to Employee's estate or such other person as employee may
hereafter designate in writing. In addition, notwithstanding anything to the
contrary contained herein or in any other agreement with respect thereto, all
equity options, restricted equity grants and similar rights held by Employee
with respect to securities of the Company shall immediately vest and the right
to exercise these securities shall be held by Employee's estate or such other
person as employee may here after designate in writing.
5.3 TERMINATION FOR CAUSE. The Company may terminate this Agreement at
any time without further delay for Executive's willful misconduct including, but
not limited to, fraud, dishonesty, willful breach or habitual neglect of duties,
disclosure of Confidential Information, and engagement in any activity
competitive with or materially adverse to the Consolidated Company or for
unsatisfactory performance during the Term of this Agreement, if such misconduct
or unsatisfactory performance is material and not remedied by Executive within
ten (10) days after written notice by the Company of same.
5.3A Executive will be subject to performance reviews. Objectives will be
mutually agreed to prior to each Fiscal Year and performance will be judged
according to the successful completion of Corporate and personal performance
objectives. Termination for unsatisfactory performance shall also be Termination
for Cause.
5.3B Should the Company not be profitable or not have sufficient cash
flow or other resources to pay Executive, moneys then owed shall be accrued and
paid for when and if the Company has sufficient cash. If the Company fails to
pay Executive for up to a sixty (60) day period, the Executive may voluntarily
terminate this Agreement and the company shall have no obligation to pay the
Executive any amounts other than earned or accrued salary, vacation or other
benefits through the date of the Executive's voluntary termination within
seventy-two (72) hours of Executive's voluntary termination of this agreement.
5.4 VOLUNTARY TERMINATION. At any time during the Term, and for any
reason, Executive may voluntarily terminate this Agreement and resign from the
employment of the Company. Sixty- (60) day's prior written notice to the Company
shall effect such termination and resignation.
5.5 TERMINATION FOR GOOD REASON. At any time during the Term, the
Executive may voluntarily terminate this Agreement and resign from the
employment of the Company for Good Reason, as defined below. Such termination
and resignation shall be effected by a sixty (60) days prior written notice to
the Company. "Good Reason" shall mean termination based upon;
(i) The assignment to the Executive of any duties materially
inconsistent with his positions, duties, responsibilities and
status with the Company as in effect immediately prior to such
assignment, or a significant change in such Executive's
reporting responsibilities or offices as in effect immediately
prior to such change, except in connection with the
termination of the Executive's employment pursuant to Sections
5.1, 5.2, 5.3, 5.4, or 5.6;
(ii) A reduction by the Company in the Executive's compensation as
set forth in Section 3.1 hereof which is not consented to by
the Executive; The Executive may withdraw any prior consent
upon 30 days prior written notice to the Company;
(iii) The requirement by the Company that the Executive be based
anywhere other that the Company's office in San Diego, CA.,
except for required travel on the Company's business to an
extent substantially consistent with the Executive's present
business travel obligations, or in the event the Executive
consents to any such relocation, the failure by the Company to
pay (or to reimburse the Executive) for all reasonable moving
expenses in connection with any such relocation.
In the event of Termination for Good Reason, the Company shall
nonetheless pay to Executive an amount equal to eighteen (18) months salary as
provide in Section 3.1, together with any other compensation or benefits due
hereunder, all in a lump sum within seventy-two (72) hours after such
termination, or in the event the Company does not have sufficient cash flow or
other resources to pay Executive, no later than ninety (90) days after such
termination.
5.6 TERMINATION WITHOUT CAUSE. At any time during the Term, and for any
reason or no reason (except as provided in Sections 5.1, 5.2, 5.3 or 5.4), the
Company may terminate Executive's employment, provided only that the Company
shall nonetheless pay to Executive an amount equal to eighteen (18) months
salary as provided in Section 3.1, together with any other compensation or
benefits due hereunder, all in a lump sum within seventy-two (72) hours after
such termination, or in the event the Company does not have sufficient cash flow
or other resources to pay Executive no later than ninety (90) days after such
termination.
Change in corporate control - should the management or ownership of
the Company change substantially, Executive may terminated with the same
conditions, as paragraph 5.6.
5.7 EFFECT OF TERMINATION.
(i) In the event Executive's employment is terminated by the
Company for cause pursuant to Section 5.3,5.3A and or 5.3B
above, all compensation and other benefits due under this
Agreement shall (except as otherwise provided in this
Agreement) cease as of the date of such termination of
employment (`Employment Termination Date'). In the event the
Company for good reason terminates Executive's employment
and/or without cause, Executive shall receive an amount equal
to six- (6) months salary as provided in Section 3.1.
(ii) In the event Executive's employment is terminated upon
Executive's death and/or permanent disability pursuant to
Section 5.1 or 5.2, respectively, the Company shall pay to
Executive, his estate or representative Executive's salary as
provided in Section 3.1, together with any other compensation
or benefits due hereunder, for the remainder of the five-year
Term.
(iii) In the event Executive's employment is terminated for any
reason and the company has previously purchased an insurance
policy on Executive's life, payable to Executives heirs, the
Company shall not terminate such policy before its scheduled
expiration, seek any refund of any portion of premiums already
paid, or change the beneficiaries under such policy.
(iv) In the event Executive's employment is terminated for any
reason, (a) Executive and his family member shall, in addition
to their COBRA rights, have the same rights with respect to
disability and life insurance as they would have had if
disability and life insurance were covered by COBRA to the
same extent medical coverage is, (b) Executive and his family
members shall have the same rights with respect to medical,
disability and life insurance as they would have had if (i)
disability and life insurance were covered by COBRA to the
same extent medical coverage is and (ii) [termination date]
were the Employment Termination Date, and (c) should Executive
die within 18 month after the Employment Termination Date at a
time when his medical and/or disability insurance is
continuing in force pursuant to COBRA, Section 5.6, Section
5.7 (iv)(a) or Section 5.7 (iv)(b), his family members hall
have a new and further right to continue such medial and/or
disability insurance for 36 months as if Executive's death
were an Employment Termination Date to which Section 5.7
(iv)(a) were applicable.
5.8 SEVERANCE PAY. In the event Executive's employment terminates upon
the scheduled expiration of the term and the Company determines not to offer
continuing employment to Executive, or in the event Executive's employment
terminates under Section 5.6 within six months before the scheduled expiration
the Term, then Executive shall be entitled to be paid, in addition to all other
amounts, due him, one-half of his "Year 3" annual salary, all in a lump sum
within 72 hours after the Employment Termination Date, or in the event the
Company does not have sufficient cash flow or other resources to pay Executive,
no later than ninety (90) days after termination.
6. SPECIFIC ENFORCEMENT. Executive is obligated under the Agreement to
render service of a special, unique, unusual, extraordinary, and intellectual
character, thereby giving this Agreement peculiar value, so that the loss
thereof cannot be reasonable or adequately compensated in damages in an action
at law. Therefore, in addition to other remedies provided by law, the Company
shall have the right during the Term to compel specific performance hereof by
Executive and/or obtain injunctive relief against the performance of services
elsewhere by Executive, without the posting of any bond or other security.
7. CONTROVERSIES. Any controversy or claim arising out of or relating
to Executive's employment and this Agreement, the breach hereof, or the coverage
of this arbitration provision, shall be settled by arbitration in Orange County,
CA., which arbitration shall be in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association, as
such rules shall be in effect on the date of delivery of demand for arbitration.
The arbitration of such issues, including the determination of the amount of any
damages suffered by any party, shall be to the exclusion of any court of law.
The decision of the arbitrators or a majority of them shall be final and binding
upon the parties and the personal representatives, executors, heirs, or devisees
of Executive, if applicable. There shall be three arbitrators, one to be chosen
directly by the Executive, the second by the company and the third by the two
arbitrators selected by it or him/her and/or its own attorneys, the expenses of
witnesses and all other expenses connected with the presentation of such party's
case. The costs of the arbitration including the cost of the record of
transcripts thereof, if any, administrative fees, and all other fees and cost,
including those of the third arbitrator, shall be borne one-half by Executive
and one-half by the company.
8. TAX CONSEQUENCES. The Company shall have no obligation to Executive
with respect to any tax obligations incurred as the result of or attributable to
this Agreement or arising from any payments made or to be made hereunder. Any
distributions made pursuant to this Agreement shall be subject to such
withholding and reports as may be required by any then applicable laws or
regulations of any state or federal taxing authority.
9. GENERAL PROVISIONS.
9.1 The failure to enforce any provision of the Agreement shall not be
construed as a waiver of any such provision, nor prevent a party thereafter from
enforcing the provision or any other provision of this Agreement. The rights
granted the parties are cumulative, and the election of one shall not constitute
a waiver of such party's right to assert all other legal and equitable remedies
available under the circumstances.
9.2 Any notice to be given to the Company under the terms of the
Agreement shall be addressed to the Company, to the attention of the CEO and
Board of Directors, at the address of its executive office set forth above, and
any notice to be given to the Executive shall be addressed to him/her at the
residence address set forth above, or such other address as Company and/or
Executive may hereafter designate in writing to the other. Any notice shall be
deemed duly given when personally deliver or five (5) days after deposit in U.S.
mail by registered or certified mail, postage prepaid, as provided herein.
9.3 The provision of the Agreement are severable, and if any provision
of the Agreement shall be held to be invalid or otherwise unenforceable, in
whole or in part, the remainder of the provisions, or enforceable parts thereof,
shall not be affected thereby.
9.4 Neither Executive nor the Company may assign this Agreement without
the prior written consent of the other; provided that this Agreement may be
assigned to any successor to the Company's business without Executive's consent.
The rights and obligations of the Company under this Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of the
Company, and Executive's rights under this Agreement shall inure to the benefit
of the be binding upon his heirs and executors.
9.5 This Agreement supersedes all prior and contemporaneous
negotiations, agreements and understanding between the parties related to the
subject matter of the Agreement, oral or written. This document constitutes the
final and complete embodiment of the agreements. No modification, termination or
attempted waiver shall be valid unless in writing, signed by the party against
whom such modification, termination or waiver is sought to be enforced.
9.6 This Agreement shall be governed by and construed in accordance with
the laws of the State of California applicable to contracts entered into and
wholly to be performed within the State of California by California residents.
EXECUTIVE: DALRADA FINANCIAL CORP;
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Xxxxx Xxxxx Xxxx Xxxx
Director and Secretary
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Dr. Xxxxxxx Xxxxx
Director
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Xxxxxxx Xxxxxxxxx
Director
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Xxxxx Xxxxxxxxx
Director
