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").
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.
3.1 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.
4.1
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.
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.)
5.1 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.
6.1 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.
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.
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