Green Innovations Ltd. EMPLOYMENT AGREEMENT VICE PRESIDENT OF SALES
EXHIBIT 10.14
VICE PRESIDENT OF SALES
Agreement made as of this 2nd day of September, 2013, by and between Xxxx Xxxxxxxx (“Employee”) and Green Hygienics, Inc., a Florida corporation (“Green Hygienics” or, the “Company”).
PREAMBLE
The Board of Directors of the Company recognizes Employee’s projected contribution to the growth and success of the Company and desires to assure the Company of Employee’s employment in a management capacity as Vice President of Sales (“VP”) and to compensate him therefor. Employee wants to be employed by the Company and to commit himself to serve the Company on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties, the parties agree as follows:
1. Definitions
“Benefits” shall mean all the fringe benefits approved by the Board from time to time and established by the Company for the benefit of Employees generally and/or for key Employees of the Company as a class, including, but not limited to, regular holidays, vacations, absences resulting from illness or accident, health insurance, disability and medical plans (including dental and prescription drug), group life insurance, and pension, profit-sharing and stock bonus plans or their equivalent.
“Board” shall mean the Board of Directors of the Company, together with an Employee committee thereof (if any), as the same shall be constituted from time to time.
“Cause” shall mean (i) gross negligence in the performance of the material responsibilities of the Employee’s office or position, (ii) willful misconduct in performance and discharge of the Employee’s material duties or that is otherwise materially injurious to the Company’s business, (iii) conviction of or a plea of no contest to a felony or Employee’s incapacity due to alcoholism or substance abuse or (iv) a material and intentional breach by Employee of his principal obligations under this Agreement not remedied within fifteen (15) business days after receipt of written notice from the Company.
“Change of Control” shall mean the occurrence of one or more of the following four events:
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Any Person becomes a beneficial owner (as such term is defined in Rule 13d‑3 promulgated under the Exchange Act) directly or indirectly of securities representing 51% or more of the total number of votes that may be cast for the election of directors of the Company; |
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Within eighteen months after a merger, consolidation, liquidation or sale of assets involving the Company, or a contested election of a Company director, or any combination of the foregoing, the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board; |
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Within eighteen months after a tender offer or exchange offer for voting securities of the Company, the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board; or |
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A Reorganization. |
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A sale of all or substantially all of the assets of the Company. |
“Company” shall mean Green Hygienics, Inc., a Florida corporation, a wholly-owned subsidiary of Green Innovations Ltd. (“Green Innovations”), a Nevada corporation.
“Competitive Business Activity” shall mean the sale and marketing of paper products.
“Disability” shall mean a written determination by an independent physician mutually agreeable to the Company and Employee (or, in the event of Employee’s total physical or mental disability, Employee’s legal representative) that Employee is physically or mentally unable to perform his duties of Chief Employee Officer under this Agreement and that such disability can reasonably be expected to continue for a period of six (6) consecutive months or for shorter periods aggregating one hundred and eighty (180) days in any twelve-(12)-month period.
“Exchange Act” shall mean the Securities Exchange Act of 1934.
“Employee” shall mean Xxxx Xxxxxxxx and, if the context requires, his heirs, personal representatives, and permitted successors and assigns.
”Employee Stock” shall mean the shares of common stock, stock options, warrants for common stock, and/or preferred stock of Green Innovations, previously issued to Employee.
“Performance Year” shall mean each twelve-month period of employment under this Agreement commencing upon the date of this Agreement.
“Person” shall mean any natural person, incorporated entity, limited or general partnership, limited liability company, business trust, association, agency (governmental or private), division, political sovereign, or subdivision or instrumentality, including those groups identified as “persons” in §§ 13(d)(3) and 14(d)(2) of the Exchange Act.
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“Reorganization” shall mean any transaction, or any series of transactions consummated in a 12-month period, pursuant to which any Person acquires (by merger, acquisition, or otherwise) all or substantially all of the assets of the Company or the then outstanding equity securities of the Company and the Company is not the surviving entity, the Company being deemed surviving if and only if the majority of the Board of Directors of the ultimate parent of the surviving entity were directors of the Company prior to its organization.
“Territory” shall mean any state of the United States and any equivalent section or area of any country in which the Company has revenue-producing customers or activities.
“Vice President” shall mean the individual having responsibility to the Chief Executive Officer for direction and management of the sales of the Company and who reports and is accountable to the Chief Executive Officer.
2. Position, Responsibilities, and Term of Employment.
2.01 Position. Employee shall serve as Vice President of Sales of the Company. In this capacity Employee shall, subject to the bylaws of the Company, and to the direction of the Board, serve the Company by performing such duties and carrying out such responsibilities as are normally related to the position of Vice President of Sales in accordance with the standards of the industry in which the Company carries on its business. The Board shall either vote, or recommend to the shareholders of the Company, as appropriate, that during the term of employment pursuant to this Agreement: (i) Employee be elected to and continue in the office of Vice President of Sales of the Company; and (ii) the Company shall not confer on any other officer authority, responsibility, powers or prerogatives superior or equal to the authority, responsibility, prerogatives and powers vested in Employee hereunder.
2.02 Reporting. Employee, in his capacities as Vice President of Sales of the Company, will report directly to the Board.
2.03 Time and Efforts Covenant. Employee will, to the best of his ability, devote such time and efforts as are necessary to the performance of his duties for the Company and its subsidiaries.
2.04 Employee’s Commitment. During Employee’s employment with the Company, Employee will not undertake or engage in any other employment, occupation or business enterprise inconsistent with his obligations under this Agreement except for Employee’s service in an Employee or board position with organizations, and their respective subsidiaries and/or affiliates. Subject to the foregoing, Employee agrees not to acquire, assume, or participate in, directly or indirectly, any position, investment, or interest in the Territory adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or take any action towards any of the foregoing. The provisions of this Section shall not prevent Employee from owning shares of any entity engaging in Competitive Business Activity, so long as such shares (i) do not constitute more than 5% of the outstanding equity of such competitor, and (ii) are regularly traded on a national securities exchange or quoted for trading by the NASDAQ Stock Market.
2.05 Relocation. Employee’s place of employment will not be located outside the Stephenson, Virginia area.
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2.06 Post-Employment Noncompetition and Nonsolicitation Covenant. For a period of one (1) year subsequent to Employee’s voluntary withdrawal from employment with the Company (except for such withdrawal pursuant to a Change in Control or due to Constructive Discharge), or a Termination by the Company for Cause, Employee will not without the express prior written approval of the Board (i) engage in Competitive Business Activity in the Territory either on Employee’s own behalf or that of any other business organization, (ii) directly or indirectly, in one or a series of transactions, recruit, solicit or otherwise induce or influence any proprietor, partner, stockholder, lender, director, officer, employee, sales agent, joint venturer, investor, lessor, supplier, customer, agent, representative or any other person which has a business relationship with the Company or had a business relationship with the Company within the twenty-four (24) month period preceding the date of the incident in question, to discontinue, reduce, or modify such employment, agency or business relationship with the Company, or (iii) employ or seek to employ or cause any business organization engaged in Competitive Business Activity to employ or seek to employ any person or agent who is then (or was at any time within six months prior to the date the Employee or such business employs or seeks to employ such person) employed or retained by the Company or its affiliates. Notwithstanding the foregoing, nothing herein shall prevent the Employee from providing a letter of recommendation to an Employee with respect to a future employment opportunity.
2.07 Confidential Information. Employee recognizes and acknowledges that the Company’s trade secrets and proprietary information and know-how, as they may exist from time to time and to the extent they are unique to and internally developed by the Company (“Confidential Information”), are valuable assets of the Company’s business, access to and knowledge of which are essential to the performance of Employee’s duties hereunder. Employee will not, during or after the term of his employment by the Company, in whole or in part, disclose such secrets, information or know-how to any Person for any reason or purpose whatsoever, nor shall Employee make use of any such property for his own purposes or for the benefit of any Person (except the Company) under any circumstances during or after the term of his employment, provided, however, that after the term of his employment these restrictions shall not apply to such secrets, information and know-how which are then in the public domain (provided that Employee was not responsible, directly or indirectly, for such secrets, information or processes entering the public domain without the Company’s consent) or which derive from Employee’s relationship with other business entities in which Employee has an ownership interest. Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Employee shall provide the Company with prompt notice of such requirement, prior to making any disclosure, so that the Company may seek an appropriate protective order. Employee agrees to hold as the Company’s property all memoranda, books, papers, letters, customer lists, processes, computer software, records, financial information, policy and procedure manuals, training and recruiting procedures and other data, and all copies thereof and therefrom, in any way relating to the Company’s business and affairs, whether made by him or otherwise coming into his possession, and on termination of his employment, or on demand of the Company at any time, to deliver the same to the Company.
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Employee shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company, except as required in his normal course of employment by the Company. Employee shall use his best efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby.
2.08 Records, Files. All records, files, drawings, documents, equipment and the like relating to the business of the Company which are prepared or used by Employee during the term of his employment under this Agreement shall be and shall remain the sole property of the Company.
2.09 Equitable Relief. Employee acknowledges that his services to the Company are of a unique character which gives them a special value to the Company. Employee further recognizes that material and intentional violations by Employee of any one or more of the provisions of this Section 2 may give rise to losses or damages for which the Company cannot be reasonably or adequately compensated in an action at law and that such material and intentional violations may result in irreparable and continuing harm to the Company. Employee agrees that, in addition to any other remedy which the Company may have at law and equity, including the right to withhold any payment of compensation under Section 3 of this Agreement, the Company shall be entitled to injunctive relief to restrain any material and intentional violation, actual or threatened, by Employee of the provisions of Section 2 of this Agreement.
2.10 (a) Employee agrees promptly to disclose and deliver to the Company any and all, and hereby assigns, transfers, and sets over to the Company Employee’s entire and exclusive right, title, and interest, including rights in the nature of patent rights, trademark rights, copyrights, trade secrets, or design rights, in and to any and all, improvements, inventions, developments, discoveries, works of authorship, Hygienics, systems, techniques, ideas, processes, programs, listings, and other things that may be of assistance to the Company, whether patentable or unpatentable, relating to or arising out of any development, service, or product of, or pertaining in any manner to the business of, the Company whether conceived, developed, or learned by Employee, alone or with others, during or after normal business hours, while employed by the Company (collectively, “Work Products”). These include only items that would be construed as part of the Company’s business plan. Any other unrelated activities that do not relate to the business plan of the Company will be the property of any third party and/or the Employee, whichever is applicable. Any developments for any third party shall be made solely on the Employee’s personal time and not during business hours. The foregoing assignment includes, without limitation, all such rights in the United States of America and throughout the world, and in and to any letters patent, applications for letters patent, any division, reissue, extension, continuation, or continuation‑in‑part thereof, or any copyright or trademark registrations that may be granted and issued for such Work Products. Employee hereby authorizes and requests the Commissioner of Patents and Trademarks or other appropriate government official to issue any such Letters Patent or registrations to the Company, its successors, and assigns. It is expressly understood that Work Products does not include any and all, improvements, inventions, developments, discoveries, works of authorship, Hygienics, systems, techniques, ideas, processes, programs, listings, and other things developed for the benefit of Enterprises during normal business hours while Employee is employed by Enterprises.
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(b) The parties intend that the Company have the sole and exclusive right, title, and interest in such Work Products and Prior Art. Employee acknowledges and agrees that all Work Products and Prior Art will be and remain the exclusive property of the Company and that Employee will, upon the request of the Company, and without further compensation, do all lawful things requested by the Company to ensure the Company’s ownership of the Work Products and Prior Art, including, without limitation, the execution of all documents requested by the Company to assign and transfer to the Company and its assigns all of Employee’s right, title, and interest in the Work Products and Prior Art, if any, and to enable the Company to file and obtain patents, copyrights, and other proprietary rights in the United States and foreign countries relating to the Work Products and Prior Art. Employee hereby appoints the Company as Employee’s attorney‑in‑fact to execute all documents relating to such registrations, applications, and assignments. The provisions of this Section 2.10 will survive the expiration or termination of this Agreement for any reason.
3. Compensation.
3.01 Annual Compensation. The Company shall pay to Employee for the services to be rendered hereunder a base salary as shown on Exhibit A hereto (“Annual Compensation”). There shall be an annual review for merit by the Board and an increase as deemed appropriate to reflect the value of services by Employee. At no time during his employment with the Company shall Employee’s annual base salary fall below his Annual Compensation. In addition, if the Board increases Employee’s Annual Compensation at any time during his employment with the Company, such increased Annual Compensation shall become a floor below which Employee’s compensation shall not fall at any future time during his employment with the Company and shall become his Annual Compensation.
Employee’s salary shall be payable in periodic installments in accordance with the Company’s usual practice for similarly situated Employees of the Company.
3.02 Incentive Compensation. In addition to his Annual Compensation, Employee shall be entitled to receive incentive compensation in such amounts as are determined by the Board from time to time (“Incentive Compensation”). Additional Incentive Compensation is outlined in Exhibit A. The Board shall add additional Incentive Compensation as it desires and said additions shall be attached as an addendum to this Agreement. Any Incentive Compensation which is not deductible in the opinion of the Company’s counsel, under § 162(m) of the Internal Revenue Code of 1986 shall be deferred and paid, without interest, in the first year or years when and to the extent such payment may be deducted, Employee’s right to such payment being absolute so long as Employee remains employed by the Company, subject only to the provisions of Section 2.09.
3.03 Participating in Benefits. Employee shall be entitled to all Benefits for as long as such Benefits may remain in effect and/or any substitute or additional Benefits made available in the future to similarly situated Employees of the Company, subject to and on a basis consistent with the terms, conditions and overall administration of such Benefits adopted by the Company. Benefits paid to Employee shall not be deemed to be in lieu of other compensation to Employee hereunder as described in this Section 3.
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3.04 Specific Benefits.
During Employee’s employment with the Company:
(a) Employee shall be entitled to four (4) weeks of paid vacation time per year, to be taken at times mutually acceptable to the Company and Employee.
(b) The Company shall provide fully paid accident and health insurance for Employee and Employee’s spouse and children with limits and extent of coverage no less than that provided to other Employees of the Company. This provision will be available at a point to be determined by the Board. The insurance must be in place by October 1, 2013.
(c) Employee shall be entitled to sick leave benefits during his employment in accordance with the customary policies of the Company for its Employee officers, but in no event less than one (1) month per year.
(d) In addition to the vacation provided pursuant to Section 3.04(a) hereof, Employee shall be entitled to not less than ten (10) paid holidays (other than weekends) per year, generally on such days on which the New York Stock Exchange is closed to trading.
(e) Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies and procedures established by the Board for the similarly situated Employees of the Company) in performing services hereunder.
(f) Employee shall be eligible to participate during his employment in Benefits not inconsistent or duplicative of those set forth in this Section 3.04 as the Company shall establish or maintain for its Employees generally.
4. Termination.
4.01 Termination by the Company for Reasons Other Than Cause. If the Company terminates the employment of Employee and such termination is not for Cause (a “Termination by the Company for Reasons Other Than Cause”), then, the Company shall pay to Employee as defined in Exhibit A.
4.02 Constructive Discharge. If the Company (a) subjects Employee to a diminution in his title(s), responsibilities, or in his then current Annual Compensation, (b) fails to comply with the provisions of Section 3, (c) locates Employee’s place of employment outside the Cape Coral, Florida area or (d) engages in any material and intentional breach of the Company’s principal obligations under this Agreement which is not remedied within fifteen (15) business days after receipt of written notice from the Employee (a “Constructive Discharge”), Employee may at his option terminate his employment and such termination shall be considered to be a Termination by the Company for Reasons Other Than Cause. Further, in the event of Constructive Discharge, the Company shall have no Call Option with respect to Employee Stock.
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4.03 Termination by the Company for Cause. The Company shall have the right to terminate the employment of Employee for Cause (a “Termination by the Company for Cause”). Effective as of the date of Termination by the Company for Cause, this Agreement, except for Sections 2.06 through 2.10, shall terminate and no further payments of the Compensation described in Section 3 (except for such remaining payments of Annual Compensation under Section 3.01 relating to periods during which Employee was employed by the Company, Benefits which are required by applicable law to be continued, and reimbursement of expenses incurred prior to such termination under Section 3.04) shall be made.
4.04 Change of Control. If at any time during Employee’s employment at the Company there is a Change of Control, Employee may at his option terminate his employment and such termination shall be considered to be a Termination by the Company for Reasons Other Than Cause.
4.05 Termination on Account of Employee’s Death. In the event of Employee’s death during his employment at the Company, the Company shall pay to Employee’s beneficiary or beneficiaries (or to his estate if he fails to make such a designation) an amount equal to the remainder of his Annual Compensation for the year in which he died plus a prorated amount of any Incentive Compensation which would have been payable to Employee at the end of such year. Further, in the event of Employee’s death, the Company shall have no Call Option with respect to Employee Stock.
Employee may designate one or more beneficiaries for the purposes of this Section 4.05 by making a written designation and delivering such designation to the Board of Directors. If Employee makes more than one such written designation, the designation last received before Employee’s death shall control.
4.06 Disability. If Employee shall sustain a Disability, the Company shall continue to pay to Employee while such Disability continues the full amount of his then current Annual Compensation for the one-year period next succeeding the date upon which such Disability shall have been so certified as well as a prorated amount of any Incentive Compensation which would have been paid to Employee at the end of the year. Thereafter, if Employee’s Disability shall continue, the employment of Employee under this Agreement shall terminate and all obligations of Employee shall cease and Employee shall be entitled to receive the Benefits, if any, as may be provided by any insurance to which he may have become entitled pursuant to Section 3.04 as well as the acceleration of the exercise date of any incentive stock options granted prior to Employee’s Disability. Further, in the event of termination by reason of Employee’s Disability, the Company shall have no Call Option with respect to Employee Stock.
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4.07 Employee Stock Call Option.
(a) Prohibited Transfer. Shares of Employee Stock subject to the Company Call Option shall at all times be held subject to all of the conditions and restrictions set forth in this Section 4.07, the provisions of which shall at all times apply equally both to an original holder of Employee Stock and to each and every subsequent holder of any record or beneficial interest in Employee Stock as herein provided; and each holder of Employee Stock agrees that such holder's becoming such a holder, by acceptance of a stock certificate representing the Employee Stock, or any instrument of transfer of any interest therein or otherwise, shall constitute such holder's agreement with the Company, to be bound by the conditions and restrictions herein contained with respect to the matters set forth in this Section 4.07. Employee may not directly or indirectly, sell, assign, mortgage, hypothecate, transfer, pledge, create a security interest in or lien upon, encumber, give, place in trust, or otherwise voluntarily dispose of any shares of Employee Stock subject to the Company Call Option (collectively a “Transfer”) and any purported Transfer of any certificate representing shares of Employee Stock subject to the Company Call Option shall be void and of no effect. The certificates representing shares of Employee Stock subject to the Company Call Option shall bear a legend referring to the foregoing restrictions.
(b) Company Call Option. The Company shall have the right to purchase sixty percent (60%), rounded to the nearest share and decreasing by five percent (5%) each calendar quarter, of the shares of Employee Stock upon Employee’s termination of this Agreement or a Termination by the Company for Cause, provided, however, that there shall be no Company Call Option if such termination by Employee is due to Constructive Discharge, a Change of Control, Death, or Disability (the “Company Call Option”). The Company Call Option shall be exercisable not later than thirty (30) days after such termination by notice to Employee from the Company.
(c) Closing. The closing of any sale of shares of Employee Stock to the Company pursuant to Section 4.07 shall take place within sixty (60) days after receipt by Employee of notice of election to exercise as provided in Section 4.07(b). At the closing, Employee shall deliver stock certificates for the shares of Employee Stock being sold pursuant to Section 4.07 endorsed in blank, against payment of the purchase price by the Company in legal tender of the United States, by certified check or official bank check.
(d) The number of shares of Employee Stock subject to the Company Call Option shall be adjusted proportionally for any pro rata non‑cash distributions to holders of shares of common stock of the Company, including without limitation, stock dividends, stock splits and securities issued in a recapitalization.
5. Stock Options. Employee will participate in the Company’s 2012 Stock Option Plan and will be eligible to participate at the level of other similarly situated Employees in any future stock incentive plans established by the Company.
6. Indemnification. The Company shall indemnify Employee and hold Employee harmless from and against any claim, loss or cause of action arising from or out of Employee’s performance as an officer, director or employee of the Company or in any other capacity, including any fiduciary capacity, in which the Employee serves at the request of the Company to the maximum extent permitted by applicable law. The Company shall advance to Employee the reasonable costs and expenses of investigating and/or defending any such claim, subject to receiving a written undertaking from Employee to repay any such amounts advanced to Employee in the event and to the extent of any subsequent determination by an agency of competent jurisdiction that Employee was not entitled to indemnification hereunder. In the event that Employee is or becomes a party to any action or proceeding in respect of which indemnification may be sought hereunder, Employee shall promptly notify the Company thereof. Following such notice, the Company shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof with counsel satisfactory to Employee in its reasonable judgment. After notice from the Company to Employee of the Company's election to assume the defense of such Employee, the Company will not be liable to Employee hereunder for any legal or other expenses subsequently incurred by Employee in connection with the defense thereof other than reasonable costs of investigation. Employee shall not settle any action or claim against Employee without the prior written consent of the Company except at such Employee's sole cost and expense.
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7. Left blank intentionally.
8. Miscellaneous.
8.01 Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of each of the parties hereto and shall also bind and inure to the benefit of any successor or successors of the Company in a Reorganization, merger or consolidation and any assignee of all or substantially all of the Company’s business and properties, but, except as to any such successor of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned by the Company or Employee.
8.02 At Will Employee. Employee is and will be at all times be an “at‑will employee” and his employment may be terminated by him or by the Company upon thirty (30) days written notice at any time, for any reason or no reason, with or without cause, subject to the provisions of Section 4.
8.03 Governing Law. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Florida.
8.04 Interpretation. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
8.05 Notice. Any notice herein required or permitted to be given shall be in writing and may be sent by hand delivery or registered or certified mail, return receipt requested, and shall be deemed to have been given: if by hand delivery, on the date of delivery or if mailed, on the date indicated as the date of delivery or, if refused, on the date of attempted delivery, on the return receipt. For purposes hereof, the addresses of the parties hereto (until notice of a change thereof is given as provided in this Section 7.05) shall be as follows:
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To the Company: |
To Employee: |
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Green Hygienics, Inc. |
Xxxx Xxxxxxxx |
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000 Xxx Xxxxx Xxxx. Xxxxx, Xxxxx 000 |
000 Xxxxxxxx Xxxxx |
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Xxxx Xxxxx, XX 00000 |
Xxxxxxxxxx, Xxxxxxxx 00000 |
8.06 Amendment and Waiver. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision or as a waiver of any breach of another provision.
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8.07 Binding Effect. Subject to the provisions of Sections 4 & 7 hereof, this Agreement shall be binding on the successors and assigns of the parties hereto.
All obligations of Employee with respect to any shares covered by this Agreement shall, as the context requires, bind Employee’s spouse and the divorce or death of such spouse shall not vitiate the binding nature of such obligation.
8.08 Survival of Rights and Obligations. All rights and obligations of Employee or the Company arising during the term of this Agreement shall continue to have full force and effect after the termination of this Agreement unless otherwise provided herein.
8.09 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
8.10 Entire Agreement. This Agreement contains the entire understanding, and cancels and supersedes all prior agreements, including any agreement in principle or oral statement, letter of intent, statement of understanding or guidelines of the parties hereto with respect to the subject matter hereof.
In witness whereof, on the date first written above, the undersigned do hereby agree to the terms contained herein.
| Green Hygienics, Inc. | |||
| By | |||
| Name: Xxxxxx Xxxxxx | |||
| Title: Chief Executive Officer | |||
| Name: Xxxx Xxxxxxxx | |||
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Exhibit A
Between Xxxx Xxxxxxxx and Green Hygienics, Inc.
Section 3.01 Compensation.
As of the date of this Agreement, the compensation is as follows:
a. $172,000 per year.
Incentive Compensation for 2013 is as follows:
a. Estimated $5,000 - $6,000 per month based upon agreed upon goals and objectives.
At the time of the execution of this Agreement, the Employee shall be granted 250,000 options for common stock of Green Innovations.
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Addendum
Between Xxxx Xxxxxxxx and Green Hygienics, Inc.
This Addendum dated September 1, 2013 with an effective date of August 26, 2013 is to the Employment Agreement between Xxxx Xxxxxxxx and Green Hygienics, Inc. dated August 26, 2013.
In regards to Section 3.01, Compensation, the Employment Agreement states 250,000 options for common stock. This Amendment hereby changes this section to be 250,000 shares of restricted common stock (the “Stock Issuance”) issued under Rule 144. The Stock Issuance shall be vested over three years on a quarterly basis.
This modification is the only modification to the Employment Agreement and is accepted by both parties as witnessed by signature below.
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Green Hygienics, Inc. |
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Xxxx Xxxxxxxx |
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Xxxxx Xxxxxx |
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Chief Financial Officer |
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Addendum No. 2
Between Xxxx Xxxxxxxx and Green Hygienics, Inc.
This Addendum dated September 30, 2013 with an effective date of August 26, 2013 is to the Employment Agreement between Xxxx Xxxxxxxx and Green Hygienics, Inc. dated August 26, 2013.
In regards to Section 3.01, Compensation, the Employment Agreement and Addendum No. 1, it states that an incentive program would be forthcoming. This Addendum No. 2 addresses and finalizes the incentive program as follows:
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Employee shall earn a 1% commission on all sales net of shipment costs, discounts, and other related discounts (the “Commission”). This Commission shall be payable monthly on or about the 15th of the following month. Any adjustments related to non-payment and write-off of a sale, or a portion thereof of the sale, shall be deducted from a future Commission payment as determined by the event of non-payment being recognized. |
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The Commission for the first twelve months of employment as defined by the effective date in the Employment Agreement and a 365 day period thereafter, shall be capped at the first $7 million of net sales as defined within this Addendum No. 2. |
This modification is the only modification to the Employment Agreement and is accepted by both parties as witnessed by signature below.
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Green Hygienics, Inc. |
Xxxx Xxxxxxxx |
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Xxxxx Xxxxxx |
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Chief Financial Officer |
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