Exhibit 10.19(11)
Employment Agreement of Xxxxxxx Xxxxxxx
Section 1. Position; Duties. Executive will serve as an officer of
Employer in the position of Chief Executive Officer. Executive will
report to the Board of Directors of the Employer and its designees.
Executive will perform the duties that the Board of Directors of the
Employer may from time to time reasonably direct, and such duties as
may be specified for his office in the Bylaws of the Employer.
Executive will devote substantially all of his business time, ability
and attention to the business of Employer during the Original Term and
any Renewal Term of this Agreement.
Section 2. Term. This Agreement shall commence on Effective Date
and end three (3) years after the Effective Date (the "Original Term"),
unless terminated earlier pursuant to Section 4 of this Agreement.
After the Original Term, this Agreement shall be automatically renewed
for successive terms of one (1) year each (each a "Renewal Term")
unless terminated earlier pursuant to Section 4 of this Agreement or
unless either party gives the other party sixty (60) days' written
notice, prior to the expiration of the Original Term or any Renewal
Term, as the case may be, of that party's intent to terminate this
Agreement at the end of the Original Term or any Renewal Term.
Section 3. Compensation. Subject to Section 4, as compensation
for Executive's services, and as compensation for Executive's covenants
set forth in this Agreement, including without limitation Section 5,
the Employer agrees as follows:
(a) Base Salary. During the Original Term and any
Renewal Term, the Employer will pay Executive a base salary
("Base Salary") at the rate of $20,833.33 per month, prorated for
any partial pay period. The Base Salary will be paid in
accordance with the Employer's regular payroll practices and
subject to increase by the Board of Directors.
(b) Annual Bonus. Executive shall be entitled to receive
an annual bonus based upon his performance as determined in the
sole discretion of the Board of Directors of the Employer.
(c) Restricted Stock Award. Executive shall receive a
restricted stock award of 4 million shares of common stock of
Employer, pursuant to the terms of that certain Restricted Stock
Award Agreement attached hereto as Exhibit A.
(d) Miscellaneous. Executive shall be entitled to the
following additional benefits:
(1) A car allowance not to exceed $800 per month;
(ii) A club membership allowance not to exceed
$2,000 per year;
(iii) Reimbursement of all properly documented
business expenses, including, without limitation, wireless
phone service, in accordance with the Employer's policy,
as may be modified from time to time, for reimbursement of
business expenses;
(iv) An annual paid vacation of twenty (20) business
days in accordance with the Employer's vacation policy for
Executives of the Employer generally;
(v) Such other benefits, including health benefits
and participation in Executive benefit plans, made
available to Executives of the Employer generally and
provided as soon as practicable without violation of the
Employer's policy terms; and
(vi) Such stock options as may be granted from time to time by the
Board or any committee thereof.
