AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
AGREEMENT made as of July 29, 2008 by
and between NEXXNOW, INC., a New York corporation with offices at
37 Hamburg Street, East Aurora, NY 14052 (the
“Corporation”), and Paul Riley, residing at 89 Hanson
Street, Toronto, ON, M4C5P3 (“Riley”).
WHEREAS , Riley serves as President of
the Corporation pursuant to an employment agreement dated April 25,
2008 (the “April 25 Agreement”); and
WHEREAS, the parties wish to replace
the April 25 Agreement with this amended and restated executive
employment agreement.
NOW, THEREFORE , it is agreed:
1.
Termination of April 25 Agreement . The April 25
Agreement is hereby terminated and shall have no further force or
effect. All of the rights and obligations of the parties
that arose under the April 25 Agreement are hereby replaced by the
rights and obligations arising hereunder.
2.
Title; Capacities .
(a)
The Corporation hereby employs Riley as Chief
Executive Officer and Member of the Board of
Directors. Riley shall perform executive functions as
shall be assigned to him by the Corporation’s Board of
Directors.
(b) Riley agrees
that for a 3 year term (the “Term”) he will devote
substantially all of his business time, labor, skill, attention and
best ability to the performance of his duties under this
Agreement. Riley agrees to abide by such
reasonable rules, regulations, personnel practices and policies of
the Corporation, and any changes therein, which may be reasonably
adopted from time to time by the Corporation and delivered in
writing to Riley.
(c) Riley
agrees to perform the following specific duties in addition to any
functions assigned to him by the Corporation’s Board of
Directors; construction and mailing of a monthly shareholder
letter, conduct an “open” monthly conference call,
attend “market-related” functions twice per month,
prepare and present a written report to the Corporation’s
Board of Directors by the 5 th day of each month. The
written report to the Corporation’s Board of Directors will
be based on the previous month’s progress to include but is
not limited to client status, sales progress, financial progress
with regard to revenue and profitability, current or upcoming
regulatory filings, benchmark attainment and future production
expectations and commitments as well as any other business related
developments that may be requested by the Board of Directors.
3.
Compensation .
(a) Salary
. Upon the receipt of $1,000,000 of additional
paid in capital prior to January 1, 2009 the Corporation will pay
Riley as follows:
i) a salary at the rate of Ten Thousand
Dollars ($10,000) per month during his first year of
employment; ii) a salary at a rate of Twelve Thousand
Five Hundred Dollars ($12,500) per month during his second year of
employment; and iii) a salary of Sixteen Thousand Six
Hundred Dollars ($16,600) per month during his third year of
employment.
Salary shall be payable on the days when the
salaries of other Corporation employees are paid. In the
event of non-payment company agrees to accrue balance in the form
of a note payable to Riley. Further, Riley shall
be paid Forty Thousand Dollars ($40,000) immediately upon the
Corporation having acquired at least One Million Dollars ($1,
000,000) of paid in capital.
(b) Bonus
. On April 1 st of 2009 and each year of the
agreement thereafter Riley will be entitled to a bonus equal to
15-50% of his past year salary earned. Amount of bonus
to be determined by the Board of Directors and payable in cash or
S-8 registered shares at the company’s option.
(c) Benefits
. Riley shall be entitled to participate in such benefit
programs as the Corporation makes available for executive employees
in general. Specifics at this point are:
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Monthly car allowance of $500.00
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Annual Vacation – 2 weeks year 1, 3
weeks years 2 and 3
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(d)
Reimbursement of Business Expenses . Riley shall
be entitled to reimbursement of all reasonable business expenses
actually incurred by Riley in the discharge
of Riley’s duties hereunder, including expenses
for entertainment, travel, employee training and similar items,
upon submission of the related invoice or other sufficient
documentation.
(e) Stock
.
(i)
(425,000) shares of the Corporation’s common stock shall be
issued to Riley upon each an
