GREEN ENERGY LIVE, INC. EMPLOYMENT AGREEMENT In conjunction with STOCK PURCHASE ACQUISITION AGREEMENT Of COMANCHE LIVESTOCK EXCHANGE, LLC By GREEN ENERGY LIVE, INC.
Exhibit
10.2
GREEN
ENERGY LIVE, INC.
In conjunction
with
STOCK PURCHASE ACQUISITION
AGREEMENT
Of
COMANCHE LIVESTOCK EXCHANGE,
LLC
By
GREEN ENERGY LIVE,
INC.
THIS EMPLOYMENT AGREEMENT (the
"Agreement") is entered into as of Final Closing Date (the "Effective Date"), by
and between GREEN ENERGY LIVE,
INC., a Nevada corporation (the "Parent Company"), Comanche Livestock Exchange,
LLC,(the
“Company”) and XXXX
XXXXX (the "Executive") (hereinafter collectively referred to as "the
parties").
The
Parent Company has acquired the Company under the “STOCK PURCHASE ACQUISITION
AGREEMENT
Of
COMANCHE LIVESTOCK EXCHANGE, LLC By GREEN ENERGY LIVE, INC.”.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and promises of the
parties contained herein, the parties, intending to be legally bound, hereby
agree as follows:
|
1)
|
Term. The term of
employment under this Agreement shall be for the period commencing on the
day that the Parent Company acquires the Company (the "Commencement Date")
and ongoing until twenty-four (24) months or by
Termination under Section 4 (the "Term"), subject to a two (2) year
extension.
|
|
2)
|
|
a)
|
Position. The Executive
shall be employed by the Company as the President of
the Company. The Executive shall perform the duties, undertake the
responsibilities and exercise the authority customarily performed,
undertaken and exercised by persons employed in a similar executive
capacity. The Executive shall report only to the Board of the Parent
Company.
|
|
b)
|
Obligations. The Executive
agrees to devote reasonable business time and attention to the business
and affairs of the Company. The foregoing, however, shall not preclude the
Executive from serving on corporate, civic or charitable boards or
committees or managing personal investments, so long as such activities do
not interfere with the performance of the Executive's responsibilities
hereunder. Parent Company understands Executive operates a
private cattle business and shall allow Executive to operate such private
cattle business to the extent that such other business does not materially
interfere with the operation of the
Company.
|
|
c)
|
Duties. President shall have
full use of Company or Company’s cash and accounts receivables for the
purpose of reasonably maintaining and expanding the Company’s
business.
|
|
3)
|
Base Salary. The Company
agrees to pay or cause to be paid to the Executive a base salary of
$50,000 per year
or such larger amount as the Board may from time to time determine (the
"Base Salary"). Such Base Salary shall be payable in accordance with the
Company's customary practices applicable to its executive
officers.
|
|
a)
|
Expenses. All Company
related expenses incurred by Executive shall be paid by
Company.
|
1
|
b)
|
Health Insurance.
Executive shall continue with the Health Insurance program as currently
provided by the Company prior to the Company being acquired by the Parent
Company.
|
|
4)
|
|
a)
|
Death. The Executive's
employment hereunder shall terminate upon the Executive's
death. In this unlikely event, this employment contract is
assigned to Colt Xxx Xxxxx, son of Xxxx Xxxxx. In the event
that Colt Xxx Xxxxx does not accept this position, then the next person to
be offered this position before any other party is Xxxxxxx Xxxxx Xxxxx,
current Manager of Comanche Livestock Exchange,
LLC.
|
|
b)
|
Disability. Either the
Executive or the Company shall be entitled to terminate the Executive's
employment for "Disability" by giving the other party a Notice of
Termination (as defined below). For purposes of this Agreement,
"Disability" shall mean the Executive's inability to perform his duties
for a period of 180 consecutive days as a result of physical or mental
impairment, illness or injury, and such condition, in the opinion of a
medical doctor selected by the Company and reasonably acceptable to the
Executive or his legal representative, is total and
permanent. In this unlikely event, this employment contract is
assigned to Colt Xxx Xxxxx, son of Xxxx Xxxxx. In the event
that Colt Xxx Xxxxx does not accept this position, then the next person to
be offered this position before any other party is Xxxxxxx Xxxxx Xxxxx,
current Manager of Comanche Livestock Exchange,
LLC.
|
|
c)
|
Cause. The Company shall
be entitled to terminate the Executive's employment for "Cause." For
purposes of this Agreement, "Cause" shall mean that the Executive (i)
pleads "guilty" or "no contest" to or is convicted of an act which is
defined as a felony under federal or state law, or engages in willful
misconduct which could reasonably be expected to harm the Company's
business or its reputation. For this purpose, an act or failure to act
shall be considered "willful misconduct" only if done, or omitted to be
done, by the Executive in bad faith and without a reasonable belief that
such act or failure to act was in the best interests of the
Company.
|
|
d)
|
Good Reason. The
Executive may terminate his employment hereunder for "Good Reason" by
delivering to the Company (i) a Preliminary Notice of Good Reason (as
defined below), and (ii) not earlier than 30 days from the delivery of
such Preliminary Notice of Good Reason, a Notice of Termination. For
purposes of this Agreement, "Good Reason" shall mean the occurrence of any
of the following without the Executive's prior written
consent:
|
|
A.
|
the
failure to continue in the hired role of the
Company;
|
|
B.
|
a
material diminution in the Executive's duties, or the assignment to the
Executive of duties materially inconsistent with, or the failure to assign
to the Executive duties which are materially consistent with, his duties,
positions, authority, responsibilities and reporting requirements as set
forth in Section 2 of this Agreement, or the assignment of duties which
materially impair the Executive's ability to function as the Chairman and
Chief Executive Officer of the
Company;
|
|
C.
|
a
reduction in or a material delay in payment of the Executive's total cash
compensation and benefits from those required to be provided in accordance
with the provisions of this
Agreement;
|
|
D.
|
the
Company, the Board or any person controlling the Company requires the
Executive to be based outside of the United States, other than on travel
reasonably required to carry out the Executive's obligations under this
Agreement; or
|
|
E.
|
the
failure of the Company to obtain the assumption in writing of its
obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company not later than the
effective date of a merger, consolidation, sale or similar transaction;
provided, however, that "Good Reason" shall not include acts not taken in
bad faith which are cured by the Company in all respects not later than 30
days from the date of receipt by the Company of a written notice from the
Executive identifying in reasonable detail the act or acts constituting
"Good Reason" (a "Preliminary Notice of Good Reason") or acts taken by the
Company to reassign the Executive's duties and/or titles to another person
or persons if the Executive has suffered a physical or mental infirmity
which renders him unable to substantially perform his duties under this
Agreement, provided that any such acts may be taken by the Company
only after receiving an opinion of a physician reasonably acceptable to
the Executive or his legal representative stating that there is no
reasonable likelihood that the Executive will be able to return to
full‐time employment with the Company performing his duties hereunder
within 180 days. A Preliminary Notice of Good Reason shall not, by itself,
constitute a Notice of Termination.
|
2
|
e)
|
Voluntary; Retirement.
The Executive may terminate his employment hereunder at any time and for
any reason other than Good Reason or Disability (or for no reason) by
giving the Company a Notice of Termination. Such voluntary termination
shall be a "Retirement" and such termination shall not be deemed a breach
of this Agreement.
|
|
f)
|
Notice of Termination.
For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which indicates the specific termination provision in this
Agreement relied upon and which sets forth in reasonable detail, if
applicable, the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so
indicated. For purposes of this Agreement, no purported termination of
employment which requires a Notice of Termination shall be effective
without such Notice of Termination. The Termination Date (as defined
below) specified in such Notice of Termination shall be no less than two
weeks from the date the Notice of Termination is given; provided, however,
that (i) if the Executive's employment is terminated by the Company due to
Disability, the date specified in the Notice of Termination shall be at
least 30 days from the date the Notice of Termination is given to the
Executive and (ii) if the Executive terminates his employment in
accordance with Subsection 4(f) of this Agreement, the date specified in
the Notice of Termination shall be at least 30 days from the date the
Notice of Termination is given to the
Company.
|
|
g)
|
Termination Date.
"Termination Date" shall mean the date of the termination of the
Executive's employment with the Company and specifically (i) in the case
of the Executive's death, his date of death; (ii) in the case of a
termination of the Executive's employment for Cause, the relevant date
specified in Section 4 of this Agreement; (iii) in the case of the
expiration of the Term of this Agreement in accordance with Section 1, the
date of such expiration; and (iv) in all other cases, the date specified
in the Notice of Termination.
|
|
5)
|
Compensation Upon Termination
of Employment. If Executive is terminated
by the Company, Company shall pay two (2) months compensation, at the last
base rate paid prior to
termination.
|
|
a)
|
Unauthorized Disclosure.
The Executive shall not, during the term of this Agreement and thereafter,
make any Unauthorized Disclosure. For purposes of this Agreement,
"Unauthorized Disclosure" shall mean disclosure by the Executive without
the prior written consent of the Board to any person, other than an
employee of the Company or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the
Executive of his duties as an executive officer of the Company, of any
confidential information relating to the business or prospects of the
Company including, but not limited to, any confidential information
with respect to any of the Company's customers, products, methods of
distribution, strategies, business and marketing plans and business
policies and practices, except (i) to the extent disclosure is or may be
required by law, by a court of law or by any governmental agency or other
person or entity with apparent jurisdiction to require him to divulge,
disclose or make available such information or (ii) in confidence to an
attorney or other advisor for the purpose of securing professional advice
concerning the Executive's personal matters provided such attorney or
other advisor agrees to observe these confidentiality provisions.
Unauthorized Disclosure shall not include the use or disclosure by the
Executive, without consent, of any information known generally to the
public or known within the Company's trade or industry (other than as a
result of disclosure by him in violation of this Subsection 6(a)). This
confidentiality covenant has no temporal, geographical or territorial
restriction.
|
3
|
b)
|
Non Competition. During the
Non‐Competition/No‐Raid Period described below, the Executive shall not,
directly or indirectly, in the continental United States of America,
without the prior written consent of the Company, own, manage, operate,
join, control, be employed by, consult with or participate in the
ownership, management, operation or control of, or be connected with (as a
stockholder, partner, or otherwise), any business, individual, partner,
firm, corporation or other entity that competes, directly or indirectly,
with the Company or any affiliate of the Company; provided, however, that
the "beneficial ownership" (as that term is defined in Rule 13d‐3 under
the Exchange Act) by the Executive after his termination of employment
with the Company, either individually or as a member of a "group" for
purposes of Section 13(d)(3) under the Exchange Act and the regulations
promulgated thereunder, of not more than two percent (2%) of the voting
stock of any publicly‐held corporation shall not be a violation of this
Agreement.
|
|
c)
|
Non‐Solicitation. During the
Non‐Competition/No‐Raid Period described below, the Executive shall not,
either directly or indirectly, alone or in conjunction with another
person, interfere with or harm, or attempt to interfere with or harm, the
relationship of the Company, its subsidiaries and/or affiliates, with any
person who at any time was an employee, customer or supplier of the
Company, its subsidiaries and/or affiliates or otherwise had a business
relationship with the Company, its subsidiaries and/or
affiliates.
|
|
d)
|
For
purposes of this Agreement, the "Non‐Competition/No‐Raid Period" means the period
the Executive is employed by the Company plus one year
thereafter.
|
|
e)
|
Remedies. The Executive
agrees that any breach of the terms of this Section 6 would result in
irreparable injury and damage to the Company for which the Company would
have no adequate remedy at law; the Executive therefore also agrees that
in the event of said breach or any threat of breach, the Company shall be
entitled to an immediate injunction and restraining order to prevent such
breach and/or threatened breach and/or continued breach by the Executive
and/or any and all persons and/or entities acting for and/or with the
Executive, without having to prove damages, in addition to any other
remedies to which the Company may be entitled at law or in equity.
The terms of this Subsection 6(d) shall not prevent the Company from
pursuing any other available remedies for any breach or threatened breach
hereof, including but not limited to the recovery of damages from the
Executive. The Executive and the Company further agree that the provisions
of the covenants not to compete and solicit are reasonable and that the
Company would not have entered into this Agreement but for the inclusion
of such covenants herein. Should a court or arbitrator determine, however,
that any provision of the covenants is unreasonable, either in period of
time, geographical area, or otherwise, the parties hereto agree that the
covenants should be interpreted and enforced to the maximum extent which
such court or arbitrator deems
reasonable.
|
|
7)
|
|
a)
|
The
Company agrees that if the Executive is made a party, or is threatened to
be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he is or was a director, officer or employee of the Company
or is or was serving at the request of the Company as a director, officer,
member, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of the Proceeding is the
Executive's alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall be
indemnified and held harmless by the Company to the fullest extent legally
permitted or authorized by the Company's certificate of incorporation or
bylaws or resolutions of the Company's Board of Directors or, if greater,
by the laws of the incorporation state of Company, against all cost,
expense, liability and loss (including, without limitation, attorneys'
fees, judgments, fines, ERISA excise taxes or other liabilities or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive even if he has ceased
to be a director, member, employee or agent of the Company or other entity
and shall inure to the benefit of the Executive's heirs, executors and
administrators. The Company shall advance to the Executive all reasonable
costs and expenses incurred by him in connection with a Proceeding within
20 calendar days after receipt by the Company of a written request for
such advance. Such request shall include an undertaking by the Executive
to repay the amount of such advance if it shall ultimately be determined
that he is not entitled to be indemnified against such costs and expenses;
provided that the amount of such obligation to repay shall be limited
to the after‐tax amount of any such advance except to the extent the
Executive is able to offset such taxes incurred on the advance by the tax
benefit, if any, attributable to a deduction realized by him for the
repayment.
|
4
|
b)
|
Neither
the failure of the Company (including its Board of Directors, independent
legal counsel or stockholders) to have made a determination prior to the
commencement of any Proceeding concerning payment of amounts claimed by
the Executive under Section 7(a) above that indemnification of the
Executive is proper because he has met the applicable standard of conduct,
nor a determination by the Company (including its Board of Directors,
independent legal counsel or stockholders) that the Executive has not met
such applicable standard of conduct, shall create a presumption in any
judicial proceeding that the Executive has not met the applicable standard
of conduct.
|
|
c)
|
The
Company agrees to continue and maintain a directors' and officers'
liability insurance policy covering the Executive, until such time as
actions against the Executive are no longer permitted by law, with terms
and conditions no less favorable than the most favorable coverage then
applying to any other senior level executive officer or director of the
Company.
|
|
a)
|
This
Agreement shall be binding upon and shall inure to the benefit of the
Company, its successors and assigns and the Company shall require any
successor or assign to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession or assignment had taken
place. The term "the Company" as used herein shall include any such
successors and assigns. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring or
otherwise succeeding to, directly or indirectly, all or substantially all
the assets and business of the Company (including this Agreement) whether
by operation of law or otherwise.
|
|
b)
|
Neither
this Agreement nor any right or interest hereunder shall be assignable or
transferable by the Executive, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement
shall inure to the benefit of and be enforceable by the Executive's
legal personal representative.
|
|
9)
|
|
10)
|
Notice. For the purposes
of this Agreement, notices and all other communications provided for in
the Agreement (including the Notice of Termination) shall be in writing
and shall be deemed to have been duly given when personally delivered or
sent by registered or certified mail, return receipt requested, postage
prepaid, or upon receipt if overnight delivery service or facsimile is
used, addressed as follows:
|
|
If to
Company:
Green
Energy Live, Inc.
Attention:
Xxxxx Xxxxx
0000
00xx
Xxxxxx, Xxxxx 0-000
Xxxxxxx,
XX 00000
|
If
to Executive:
Xxxx
Xxxxx
Comanche
Livestock Exchange, LLC
Xxxxxxx
00/000
Xxxxxxxx,
Xxxxx 00000
|
5
|
11)
|
Settlement of Claims. The
Company's obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected
by any circumstances, including, without limitation, any set‐off,
counterclaim, recoupment, defense or other right which the Company may
have against the Executive or
others.
|
|
12)
|
Survivorship. Except as
otherwise set forth in this Agreement, the respective rights and
obligations of the Executive and the Company hereunder shall survive any
termination of the Executive's
employment.
|
|
13)
|
Miscellaneous. No
provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to n writing and signed
by the Executive and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to
the subject matter hereof have been made by either party which are not
expressly set forth in this
Agreement.
|
|
14)
|
Governing Law / Venue. This Agreement
shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to the choice of law rules utilized in that
jurisdiction. The venue shall be Comanche County,
Texas..
|
|
15)
|
Severability. The
provisions of this Agreement shall be deemed severable and the invalidity
or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions
hereof.
|
|
16)
|
Entire
Agreement. This Agreement constitutes
the entire agreement between the parties hereto and supersedes all
prior agreements, if any, understandings and arrangements, oral or
written, between the parties hereto with respect to the subject matter
hereof. This Agreement may be executed in one or more
counterparts.
|
|
17)
|
Company Representation.
The Company represents and warrants that it has obtained or will obtain
any corporate approvals which are necessary for the Company to enter into
and implement this Agreement.
|
|
“Executive”
|
“Company”
|
|||||
|
Xxxx
Xxxxx
|
Green
Energy Live, Inc.
|
|||||
| /s/ Xxxx Xxxxx | 07/24/2009 | /s/ Xxxxx Xxxxx | 07/24/2009 | |||
|
Date
|
Xxxxx
Xxxxx
CEO
|
Date
|