Back to top

CONFIDENTIAL EMPLOYMENT AGREEMENT

Employee Retention Agreement

CONFIDENTIAL EMPLOYMENT AGREEMENT | Document Parties: SANSWIRE CORP. | Sanswire Corp You are currently viewing:
This Employee Retention Agreement involves

SANSWIRE CORP. | Sanswire Corp

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: CONFIDENTIAL EMPLOYMENT AGREEMENT
Governing Law: Florida     Date: 6/5/2009
Industry: Communications Services     Sector: Services

CONFIDENTIAL EMPLOYMENT AGREEMENT, Parties: sanswire corp. , sanswire corp
50 of the Top 250 law firms use our Products every day


 

Sanswire Corp.

 

 

 

CONFIDENTIAL EMPLOYMENT AGREEMENT

 

 

 

 

THOMAS SEIFERT

 

 

 

June 1, 2009


 


 

AGREEMENT dated the   1st  day of June, 2009, between Sanswire Corp, a Delaware corporation, with offices at 101 N.E. 3 rd Ave, Suite 1500, Ft. Lauderdale, Florida 33301 at (the "Company"), and Thomas Seifert, residing at 10940 S. Parker Road, Suite 201, Parker, Colorado 80134 (the "Employee").

 

WITNESSETH:

 

WHEREAS, the Company desires to employ the Employee and the Employee is willing to accept such employment, all on the terms hereinafter set forth;

 

NOW, THEREFORE, the parties agree as follows:

 

1.   Employment. The Company hereby employs the Employee as its Chief Financial Officer on the terms hereinafter set forth in Appendix A, and the Employee hereby accepts such employment. The term of this agreement is for three (3) years from date of execution and shall automatically renew for successive one (1) year terms unless otherwise terminated by either party upon 30 days written notice or unless this agreement is terminated for cause.

 

2. Duties. The Employee will perform duties stated as detailed in Appendix A. These job duties may be varied from time to time by the company.

 

3. Exclusivity.

 

3.1   Activities. It is acknowledged by the Company that the Employee may remain involved in other business activities and will continue to do so as long as such activities do not pose a conflict with the Employee’s duties and obligations to the Company, in the needs of the Company at the time of the agreement.

 

4. Compensation.

 

4.1   Salary. During the first one (1) year of employment, the Company will pay the Employee a salary as detailed in Appendix A. Thereafter the Company will review the Employee's salary and stock bonuses at least yearly, but, in any event, the Company may increase the annual salary and milestone based compensation subject to review by the employee’s supervisor. The Employee will not be entitled to overtime or other additional compensation as a result of services performed during evenings, weekends, holidays or at other times.

 

4.2   Additional Compensation. During his employment the Company will also pay the Employee a bonus in company stock and/or a cash amount based on personal performance as detailed in Appendix A. Such bonus shall be determined by the Board of Directors of the Company at their sole discretion, within the guidelines of Appendix A.

 

4.3   Severance.   Should the Employee be terminated prior to the end of this agreement for any reason, except cause, the Employee shall be entitled to payment of salary, benefits and bonus for twelve (12) months following such termination and shall be entitled to a pro-rata bonus for the term hereunder that the Employee was Employed.

 

2


 

4.4   Change of Control, Acquisition. In the event of a Change of Control (as defined below), then the vesting of all shares covered by any options held the employee, plus an additional 5,000,000 shares of common stock, shall accelerate in full and such options shall immediately become exercisable in full, and such shares shall be issued to the Employee. Change of Control is defined as: (i) a sale of fifty percent (50%) or more of the assets of the Company; (ii) a merger or consolidation involving the Company in which the Company is not the surviving corporation and the shareholders of the Company immediately prior to the completion of such transaction hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or comparable successor rules) of the securities of the surviving corporation (excluding any shareholders who possessed a beneficial ownership interest in the surviving corporation prior to the completion of such transaction); (iii) a reverse merger involving the Company in which the Company, is the surviving corporation but the shares of common stock of the Company (the "Common Stock") outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and the shareholders of the Company immediately prior to the completion of such transaction hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act, or comparable successor rules) of the surviving entity or, if more than one entity survives the transaction, the controlling entity; (iv) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate of the Company) of the beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act, or comparable successor rules) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors; or, (v) in the event that the individuals who, as of the Effective Date, are members of the Board of Directors (the "Incumbent Board), cease for any reason to constitute at least fifty percent (50%) of the Parent Board. (If the election, or nomination for election by the Company’s shareholders, of any new member of the Board is approved by a vote of at least fifty percent (50%) of the Incumbent Board, such new member of the Parent Board shall be considered as a member of the Incumbent Board.)

 

5. Expenses.

 

5.1  The Company will reimburse the Employee for all proper, normal and reasonable expenses incurred by the Employee in performing her obligations under this Agreement upon the Employee's furnishing the Company with satisfactory evidence of such expenditures. The Employee will not incur any unusual or major expenditure without the Company's prior written approval. In the event that the employee relocates to the corporate offices, then the Company shall pay any and all relocation expenses, up to, fifteen thousand dollars.

 

6. Benefits.

 

6.1  The Company will provide the Employee, at the Company's expense, with medical Insurance coverage for his immediate family and disability insurance as detailed in Appendix A, as detailed in Appendix A, as well as disability and other insurance afforded to senior executives.

 

6.2  The Employee will be entitled to 20 days vacation during each calendar year, with not more than 2 weeks to be taken consecutively (January 1 to December 31) in addition to any holidays which the Company observes.

 

6.3  The Employee's salary and other rights and benefits under this Agreement will not be suspended or terminated because the Employee is absent from work due to illness, accident or other disability; but the Company may deduct from the Employee's salary under Section 4.1 any payment received by the Employee under any disability insurance which the Company provides the Employee pursuant to Section 6.1. The provisions of this Section 6.3 will not limit or affect the rights of the Company under Section 7.

 

3


 

7. Death and Disability.

 

7.1 If the Employee dies prior to expiration of the term of his employment, the Company will agree to pay any and all accrued vacation pay as well as three months salary and six months health insurance to the Employees wife and shall grant any and all due bonuses or stock grants to the spouse of the Employee. Any further obligations after these payments shall cease as of the date of the Employee's death.

 

8. Results of the Employee's Services.

 

8.1  The Company will be entitled to and will own all the results and proceeds of the Employee's services, for the direct benefit of the Company, and as they relate specifically to the Company, and not as part of the Employees outside business interests, under this Agreement, including, without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other materials of any kind created or developed or worked on by the Employee during his/her employment by the Company; the same shall be the sole and exclusive property of the Company; and the Employee will not have any right, title or interest of any nature or kind therein. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark or other right and any idea, invention, product, program, procedure, format or material created, developed or worked on by the Employee at any time during the term of her employment will be a result or proceed of the Employee's services under this Agreement. The Employee will take such action and execute such documents as the Company may request to warrant and confirm the Company's title to and ownership of all such results and proceeds and to transfer and assign to the Company any rights which the Employee may have therein. The Company agrees that it will not be entitled to any works, proceeds, or other benefits as a result of the Employees other business activities, which the Company acknowledges at the outset of this employment arrangement.

 

The Employee's right to any compensation or other amounts under this Agreement will not constitute a lien on any results or proceeds of the Employee's services under this Agreement.

 

8.2  The Company will


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more