Executive Compensation
This employment agreement with has been entered into
February, 25, 2005 by Brandmakers, Inc. (BMKS) and Xxxx X.
Xxxxxxxx (Xxxxxxxx). This agreement can be terminated by us
at any time, subject to certain severance obligations as
described below, and by the employee upon thirty (30) days
advance written notice. This employment agreement will
include a confidentiality clause and a non-compete
provision.
Recitals
BMKS is a business development corporation that assists
private and public companies in financial consulting and
private investment banking activities. Currently BMKS is a
12(g) reporting company that has been delisted to the
Pinksheets for failure to comply with SEC reporting
requirements. It is the interest of management to position
BMKS as a Reporting 1940 Act
The definitions of a 1940 Investment company is an entity
that holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing,
reinvesting, or trading in securities; for proposes to
engage in the business of issuing face-amount certificates
of the installment type, or has been engaged in such
business and has any such certificate outstanding; or is
engaged or proposes to engage in the business of investing,
reinvesting, owning, holding, or trading in securities, and
owns or proposes to acquire investment securities having a
value exceeding 40 percent of the value of such issuer's
total assets.
1.0 Duties
This Agreement the position as Director which duties will be
advising and establishing business policies for the growth
of the business model, including the review and critique
budgetary proposals and implement the Company?s procedures
and policies
1.1 It is agreed by Xxxxxxxx that the one policy that will
withstand immediately is the non dilution of officers
and directors, they being Xxxx Xxxxx and Xxx Xxxxxxxx.
In addition to that there will be no act or attempt to
oust any of the directors including Xxxxxxxx with
unanimous consent of Xxxx X. Xxxxxxxx, Xxxxxxx Xxxxx
and Xxx Xxxxxxxx.
1.2 Issuance of stock, it is agreed that Xxxxxxxx can issue
stock without unanimous signatures of the Board Of
Directors provided that the stock is issued for the
purpose of investment and or services but cannot issue
stock for the Change of Control with the unanimous
written consent of the Board of Directors ,.
1.3 Disbursement of company proceeds, it is agreed that
Xxxxxxxx will disburse stock or cash from BMKS accounts
without the unanimous signatures of the Board Of
Directors.
2.0 Compensation
Employee shall received a salary of $1.00 beginning upon the
execution of this agreement. Since the Company is a going
concern no cash salary will be given, however the employee
shall receive 8,000,000 upon execution of this Agreement and
on or at the anniversary of every year of this Agreement in
effect Xxxxxxxx shall receive 250,000 shares.
2.1 In the event that there is revenue generated from a
Share Exchange, Merger/Acquisition and/or a Reverse Merger
Spin-off then the compensation will be 33% delivered in the
form of stock and cash or a combination of both as
compensation on each deal aside from BMKS?s revenue.
2.2 Stock Exposure/Public Relations: then the compensation
will be 80% delivered in the form of stock and cash or a
combination of both as compensation on each deal aside from
BMKS?s revenue.
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3.0 Change of Control Agreements
In the event a change of control with each of our executive
officers providing for severance payments and accelerated
vesting of options in the event the employment of the
executive officer is terminated in connection with a Change
of Control. Change of Control is defined in these
Agreements to include (i) mergers or consolidations in
which our shareholders own less than 50% of the resulting
company; (ii) acquisition by a person or group of 20% or
more of the total combined voting power of our outstanding
securities; (iii) sale of substantially all of our property
or assets to anyone other than a wholly-owned subsidiary;
(iv) a change in the Board of Directors which results in
continuing directors representing less than 70% of the
Board; and (v) entering into a letter of intent or
agreement relating to one of the preceding events that
actually results in a Change of Control or commencement of
a tender offer, exchange offer or proxy contest that
ultimately results in an event described in items (ii) or
(iv) preceding.
In the event of a ?Change of Control Termination,? which
is defined to include termination of employment by the
executive officer if he or she believes that certain
actions adverse to him or her have occurred in connection
with a Change of Control, the executive officer is entitled
to severance benefits, continued coverage under the
employer?s life, health and dental plans and immediate
vesting of all stock options held by the executive officer.
The severance benefit .05% of the total issued and
outstanding shares the Company and an acceleration of the
anniversary shares
4.0 Non Compete
This Agreement encompasses and any and all entities he
controls or has significant business relationships with
(hereinafter collectively referred to as
?Employee/Contractor?) in an effort to (1) assure the
protection and preservation of the confidential and/or
proprietary nature of information disclosed or made
available, or to be disclosed or made available, to each
other in connection with certain discussions and/or
negotiations with respect to the subject or subjects
summarized and so stated below; and (2) to prevent
circumvention by Employee/Contractor against BMKS related
to a ?Protected Party? (as defined below) which shall be
disclosed to Employee/Contractor by BMKS subsequent to the
execution of this Agreement.
Whereas the parties desire to assure the confidential
status of the information which may be disclosed to each
other;
Now, therefore, in reliance upon and in consideration of
the following undertakings, the parties agree as follows:
a) Subject to the limitations set forth in Paragraph 2,
all information disclosed to the other party shall be
deemed "proprietary information." In particular,
proprietary information shall be deemed to include any
information, including but not limited to a marketing
technique, publicity technique, public relations
technique, process, algorithm, program, design, drawing,
mask work, formula, or test data research, work in
progress, future development, engineering, manufacturing,
marketing, servicing, financing, or personal matter
relating to the disclosing party, its present or future
products, sales, suppliers, clients, customers,
employees, investors, or business, whether in whole or in
part, oral, written, graphic, or in an electronic form.
b) The term "proprietary information" shall not be deemed
to include any information which (i) is now, or hereafter
becomes, through no act or failure to act on the part of
receiving party, generally known or available
information; (ii) is known by the receiving party at the
time of receiving such information as evidenced by its
records; (iii) is hereafter furnished to the receiving
party by a third party, as a matter of right and without
restriction on non-disclosure; (iv) is independently
developed by the receiving party without reference to the
information disclosed hereunder; or (v) is the subject of
a written permission to disclose provided by the
disclosing party.
c) Not withstanding any other provision of this
Agreement, disclosure of proprietary information shall
not be precluded if such disclosure:
Is in response to a valid order of a Court or other
governmental body of the United States of America, or any
other political subdivision thereof; Is otherwise
required by law; or Is otherwise necessary to establish
rights or enforce obligations under this agreement, but
only to the extent that any such disclosure is necessary.
d) In the event that the receiving party is requested in
any proceedings before a court or any governmental body
to disclose proprietary information, it shall give
disclosing party prompt notice of such request so that
the disclosing party may seek an appropriate protective
order. If in the absence of a protective order, the
receiving party is nonetheless compelled to disclose
proprietary information, the receiving party may disclose
such information without liability hereunder; provided
however, that such party gives the disclosing party
advanced written notice of the information to be
disclosed and upon the request and at the expense of the
disclosing party, uses its best efforts to obtain
assurances that confidential treatment will be accorded
to such information.
e) Each party shall maintain trust and confidence and not
disclose to any third party or use for any unauthorized
purpose any proprietary information received from the
other party. Each party may use such proprietary
information in the extent required to accomplish the
purpose of the discussions with respect to the subject.
Proprietary information shall not be used for any purpose
or in any manner that would constitute a violation of a
valid law or regulation, including without limitation,
export control law of the United States of America or
Canada. No other rights or licenses to trademarks,
inventions, copyrights or patents are implied or granted
under this Agreement.
f) Proprietary information supplied shall not be
reproduced in any form except as required to accomplish
the intent of this Agreement.
The responsibilities of the parties are limited to using
their best efforts to protect the proprietary information
received with the same degree of care used to protect
their own proprietary information from unauthorized use
or disclosure. Both parties shall advise their employees
or agents who might have access to such proprietary
information of the confidential nature of said
proprietary information and that by receiving such
information, they are agreeing to be bound by this
Agreement. No proprietary information shall be disclosed
to any officer, employee, or agent of either party who
does not have a need for such information for the purpose
of the discussions which are the subject of this
Agreement.
g) All proprietary information (including all copies
thereof) shall remain the property of the disclosing
party and shall be returned to the disclosing party after
the party's need for such information has expired, or
upon request by the disclosing party, and in any event,
upon completion or termination of this Agreement. The
receiving party further agrees to destroy all notes and
copies thereof made by its officers and employees
containing or based on any proprietary information and to
cause all agents and representatives to whom or which
proprietary information has been disclosed to destroy all
notes and copies in their possession that contain
proprietary information. This Agreement shall survive
any termination of the discussions which are the subject
of this Agreement, and shall continue in full force and
effect until such time as parties mutually agree to
terminate it.
h) This Agreement shall be governed by the laws of the
United States of America, in Miami-Dade county, the State
Florida and as those laws that are applied to contracts
entered into and to be performed in that state. Should
any revision or part of this Agreement be determined to
be void, invalid, or otherwise unenforceable by any Court
or tribunal of competent jurisdiction, such determination
shall not effect the remaining provisions of this
Agreement which shall remain in full force and effect.
i) This Agreement contains the full and final, complete
and exclusive terms of the parties relating to the
subject from which this Agreement was created. This
Agreement shall supercede any prior agreement, whether
oral or written. This Agreement may not be changed and
or otherwise modified or amended except with a subsequent
written instrument executed by both/all parties.
j) Each party acknowledges and agrees that in the event
of any breach by either party, including without
limitations, the actual or threatened disclosure of a
disclosing party's proprietary information without the
prior express written consent of said party, the
disclosing party will suffer irreparable damage and
injury such that no remedy at law will afford adequate
protection against or appropriate compensation for such
injury. Accordingly, each party hereby agrees that the
other party shall be entitled to specific performance of
a receiving party's obligations under this Agreement. As
well, further injunctive relief may be sought, and
granted by a Court of competent jurisdiction.
k) Non-Circumvention. During this Agreement, and for a
period of no less than two years after its termination,
if the Employee/Contractor engages in any financial or
other business transaction with any BMKS Protected Party,
then the Employee/Contractor shall pay BMKS,
immediately upon the closing of that transaction,
compensation (in cash and equity) equal to the amount of
financial benefit gained by Employee/Contractor. The
term ?BMKS Protected Party? shall mean any person or
entity that either BMKS introduced to the
Employee/Contractor in connection with this Agreement, or
a third party person or entity that has a business or
other affiliation with any person or entity that BMKS
introduced to the Employee/Contractor in connection with
BMKS?s services under this Agreement.
l) No Contact With Protected Party. Unless authorized by
BMKS in writing, under no other circumstances, shall
Employee/Contractor make any effort to contact a BMKS
Protected Party. Any and all contact information
regarding the proprietary information is being provided
solely for evaluative purposes only. The evaluative
nature of this information is meant solely to assist
Employee/Contractor in deciding whether or not they wish
to execute a compensatory arrangement with BMKS with
respect to a potential business dealing with the BMKS
Protected Party.
Both parties have agreed by signing below:
________________________________________
Xxxxxxx Xxxxx, President Director
_________________________________________
Xxxxx Xxxxxxxx, CEO Chairman
