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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: DISABOOM, INC. You are currently viewing:
This Employee Retention Agreement involves

DISABOOM, INC.

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Title: AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Colorado     Date: 11/7/2008

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, Parties: disaboom  inc.
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Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

        THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 4 th day of November, 2008, by and between, Disaboom, Inc., a Colorado corporation (the “Employer” or “Company”) and John Walpuck (the “Executive”) and amends and restates the Executive Employment Agreement previously entered into between the parties effective as of April 2, 2007 (the “Original Agreement”).

RECITALS

        WHEREAS, the Executive has agreed to assume additional responsibilities with the Company and the parties desire to amend and restate the terms of the Original Agreement.

        WHEREAS, in order to effect the foregoing, Employer and the Executive wish to enter into this Agreement on the terms and conditions set forth below.

AGREEMENT

        NOW, THEREFORE , in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree to amend and restate the Original Agreement as follows:

ARTICLE 1
TERM OF EMPLOYMENT

        1.1    Term .   The term of employment hereunder shall commence as of the effective day first written above and shall continue for a period of three years from that date (the “Initial Term”).

        1.2    Renewal; Non-Renewal Benefits to Executive .   At the end of the term of this Agreement, and on each anniversary thereafter, the term of Executive’s employment shall be automatically extended one additional year(each an “Additional Term”) unless at least 30 days prior to such anniversary, the Executive shall have delivered to the Employer written notice that the term of the Executive’s employment hereunder will not be extended. The Employer shall have the right to provide such non-renewal notice to Executive, on the same terms and conditions.

        1.3    Prior Agreements .   The Executive and Employer agree that the Original Agreement and any and all prior employment agreements and understandings between the Executive and Employer related to Executive’s employment be and hereby are cancelled and are of no further force or effect and that no amounts are due and owing to the Executive under any such agreement. Notwithstanding the foregoing the option agreement between the parties dated April 2, 2007 is not terminated or amended by this Agreement and shall continue in full force and effect.

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ARTICLE 2
DUTIES OF THE EXECUTIVE

        2.1   Duties .   The Executive shall be employed with the titles of Chief Executive Officer, President, and interim Chief Financial Officer and with responsibilities and authorities as are customarily performed by such officers including, but not limited to those duties as may from time to time be assigned to Executive by the Board of Directors of Employer. Executive’s responsibilities and authorities for operating policies and procedures are subject to the general direction and control of the Board of Directors of the Company. Executive agrees and acknowledges that during the term of this Agreement the Company may retain a new Chief Financial Officer and that any change in Executive’s duties as a result of hiring such shall not be construed as a breach of this Agreement or in any way a change in duties reflecting a termination of the Executive.

        2.2   Extent of Duties .   Executive shall devote all of his working time, efforts, attention and energies to the business of the Employer.

ARTICLE 3
COMPENSATION OF THE EXECUTIVE

        3.1   Salary .   As compensation for services rendered under this Agreement, the Executive will receive an annual salary of $200,000 per year, which shall be his base compensation. Executive’s salary is payable in accordance with Employer’s normal business practices.

        3.2   Annual Bonus .   Executive shall also be eligible for an annual bonus equal to an amount as reviewed and approved by the Company’s Compensation Committee, which shall be based on the condition of Employer’s business and results of operations, the Compensation Committee’s evaluation of Executive’s individual performance for the relevant period, and the satisfaction of goals that may be established by the Compensation Committee and/or the Board of Directors of the Employer. Any annual bonus shall be paid in the Compensation Committee’s and Board of Director’s discretion.

        3.3   Benefits .   Executive shall be entitled to vacation and holidays as customarily extended to executive employees. Executive shall be entitled to participate in all of Employer’s employee benefit plans and employee benefits, including any retirement, pension, profit-sharing, stock option, insurance, hospital or other plans and benefits which now may be in effect or which may hereafter be adopted, it being understood that Executive shall have the same rights and privileges to participate in such plans and benefits as any other executive employee during the term of this Agreement. Participation in any benefit plans shall be in addition to the compensation otherwise provided for in this Agreement.

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        3.4   Expenses .

                      a.        Executive shall be entitled to prompt reimbursement in accordance with Company policy for all reasonable expenses incurred by Executive in the performance of his duties hereunder.

                      b.        In addition to the base compensation, the Company shall pay Executive $2,850 per month as a housing and travel allowance. The parties agree and acknowledge that such allowance is subject to the review and adjustment (including a reduction or termination) by the Compensation Committee with such review to occur on the first anniversary date of this Agreement.

        3.5   Stock Options .   Upon execution of this Agreement, Executive and the Company shall concurrently execute an option agreement in the form of Exhibit A, evidencing the grant of an option to Executive to purchase 2,500,000 shares of Company common stock, in accordance with the terms set forth in the option agreement. During the term of Executive’s employment, Executive will be eligible to be considered by the Compensation Committee and the Board of Directors for the grant of additional options to purchase a number of shares of the Company’s common stock. The terms and conditions of such options, and the number of shares subject to such option, shall be determined by the Board of Directors in consultation with the Compensation Committee.

ARTICLE 4
NON-COMPETITION; CONFIDENTIALITY

        4.1   During the term of this Agreement, the Executive may make passive investments in companies generally involved in the Internet industry in which the Company operates, subject to the terms of paragraph 4.3 hereof, and provided any such investment does not exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

        4.2   Except as provided in paragraphs 4.1 hereof, the Executive may not participate in any business or other areas of business in which the Company is engaged during the term of this Agreement except through and on behalf of the Company. The Parties agree and confirm that for the purposes of paragraph 4.3 below that the Company is currently engaged in the business of operating web sites that provide a community for people living with disabilities and provide certain services and products for such persons.

        4.3   During the term of this Agreement and for a period of two years after the termination of this Agreement, the Executive shall not own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is directly engaged in the type of business conducted by the Employer at the time this Agreement terminates. In the event of the Executive’s actual or threatened breach of this paragraph, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Executive from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Executive. Executive agrees that this two year restriction is reasonable in scope.

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        4.4   Executive agrees that unless otherwise agreed to in writing between Executive and Employer, upon request or at the time of leaving the employ of Employer he will deliver to the Employer (and will not keep in his possession, recreate, or deliver to anyone else) any and all devices, books, records, files, forms, memoranda, letters, notes, notebooks, papers, agreements, customer and supplier lists and identities, customer information accounts, source codes, object codes, data, notes, reports, proposals, lists, correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials, programs, equipment, other documents, writings, recordable electronic media and similar materials or property, or reproductions of any aforementioned items developed by him pursuant to his employment with Employer or otherwise belonging to the Employer, its successors, or assigns. Executive agrees that such property is the exclusive property of Employer.

        4.5   In the event that Executive leaves the employ of Employer, Executive hereby grants consent to written notification by Employer to his new employer about his rights and obligations under this Agreement. A copy of such written notification will be provided to Executive at the same time it is provided to his new employer.

        4.6   Executive agrees at all times during the term of his employment and thereafter to hold in strictest confidence, and not to use, except for the benefit of the Employer, or to disclose, make known, divulge or communicate, directly or indirectly, to any person, firm, corporation or other entity without the prior written authorization of the Employer, any Confidential Information of the Employer. Executive understands that all Confidential Information is the sole and exclusive property of the Employer or of third parties whose rights the Employer wishes to protect. Executive will be vigilant in protecting all Confidential Information from disclosure to unauthorized persons and will comply with all rule


 
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