Exhibit 99.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT
AGREEMENT (this "Agreement") is made as of the 1st day
of October 2007, by and between Tree Top Industries, Inc., a Nevada corporation
(the "Company"), and
David Reichman, an
individual
("Employee"), and is
made
with respect to the following facts:
R E C I T A L S
A. The Company and the
Employee wish to
ensure that the Company will
receive the benefit of Employee's loyalty and service.
B. In order to help
ensure that the
Company receives
the benefit of
Employee's loyalty and
service, the parties desire to enter into this
formal
Employment
Agreement to
provide Employee with appropriate compensation
arrangements and to assure Employee of employment stability.
C. The parties have
entered into this Agreement for the purpose of
setting forth the terms of employment of the Employee by the
Company.
NOW, THEREFORE,
in consideration of
the premises and mutual covenants
herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. EMPLOYMENT OF EMPLOYEE AND DUTIES. The Company hereby hires
Employee
and Employee hereby accepts employment upon the terms and
conditions
described
in this Agreement. The Employee shall continue to be the Chief
Executive Officer
of the Company
with all of the
duties, privileges and authorities usually
attendant upon such office, including but not limited to
overall supervision of
the management
of the Company's operations. Subject to (a) the general
supervision of the
Board of Directors of the Company, and (b) the Employee's
duty to report to the Board of Directors periodically, as specified by it from
time-to-time, Employee shall have all of the authority to perform
his employment
duties for the Company.
2. TIME AND EFFORT. Employee agrees to devote his full working time
and
attention to
the management of the Company's business affairs, the
implementation of its
strategic plan, as
determined by the Board of Directors,
and the fulfillment of
his duties and
responsibilities as
the Company's Chief
Executive Officer.
Expenditure
of a reasonable amount of time for personal
matters and
business and charitable activities shall not be deemed to be a
breach of this
Agreement, provided
that those
activities
do not materially
interfere with the
services required to
be rendered to the Company under this
Agreement.
3. THE COMPANY'S AUTHORITY. Employee agrees to comply with the
Company's rules and
regulations as adopted
by the Company's Board of Directors
regarding performance
of his duties, and to carry out and perform those orders,
directions and
policies established by the Company with respect to his
engagement. Employee
shall promptly notify
the Company's Board of Directors of
any objection
he has to the
Board's directives and the reasons for such
objection.
4. NONCOMPETITION BY EMPLOYEE. During the term of this Agreement,
the
Employee shall not,
directly or
indirectly, either as
an employee,
employer,
consultant, agent,
principal,
partner, stockholder (in a private company),
corporate officer,
director, or in any other individual or representative
capacity, engage or
participate in any
business that is in direct competition
with the business of the Company or its affiliates.
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5. TERM OF AGREEMENT.
This Agreement shall commence to be effective on
October 1, 2007 (the
"Commencement Date"),
and shall continue
until September
30, 2009, unless terminated as provided in Section 14 hereof.
6. COMPENSATION.
During the term of this Agreement, the Company shall
pay the following compensation to Employee:
6.1 ANNUAL COMPENSATION. Employee shall be paid a fixed salary
of $250,000 per year,
payable in two
installments per month of $10,416.67 each
on the 20th and 5th day of each month, corresponding to the first
15 days of the
month and the second half of the previous month, respectively, commencing on
October 20, 2007 for the period from October 1, 2007 until October
15, 2007.
6.2 ADDITIONAL
COMPENSATION. In
addition to the compensation
set forth in Section
6.1 of this
Agreement,
Employee may be paid a bonus or
bonuses during each year, as determined at the sole discretion of the Company's
Board of Directors based on the Board's evaluation of the Employee's
definable
efforts, accomplishments and similar contributions. The bonus will
also be based
on a consideration
of increases in shareholder value, efforts made by the
Employee to effect mergers or acquisitions for the Company, and other positive
results for shareholders based on extraordinary efforts by the
Employees.
6.3 STOCK INCENTIVES.
On October 1, 2007,
the Company
will
grant to the Employee
1,200,000 stock options to purchase 1,200,000 shares of
the Company's Common
Stock pursuant to the Company's 2007 Stock Option Plan for
Directors, Officers, Employees, and Key Consultants of Tree Top
Industries, Inc.
("Stock Option Plan"), having an exercise price of $0.55 per share
(i.e. 110% of
its fair market value on the date of grant) and an exercise
period of ten
years
after the date of grant, with a vesting schedule as follows: 1/24
upon grant and
1/24 of the balance the first day of each subsequent month thereafter until the
remaining stock
options have
vested. The stock options granted to Employee
pursuant to this
Agreement will be
governed by the terms and conditions of the
Stock Option Plan and the stock option agreement executed by the Company which
applies to the options. Upon recommendation of the Compensation
Committee of the
Company's Board of
Directors and approval of the Company's full Board of
Directors, the
Employee may be
granted additional
stock options to purchase
additional stock
of the Company after the first year of the term of this
Agreement, depending
on the achievement of Company operating milestones such as
annual gross revenue and EBIDTA, to be established by the Board of
Directors of
the Company.
7. FRINGE BENEFITS.
Employee shall be
entitled to all fringe benefits
which the Company or its subsidiaries may make available from
time-to-time for
persons with comparable positions and responsibilities. Without
limitation, such
benefits shall
include participation in any life and disability insurance
programs, profit
incentive plans,
pension or retirement plans, and bonus plans
as are maintained or adopted from time-to-time by the Company. The
Company shall
also provide
Employee with medical and dental group insurance coverage or
equivalent coverage
for Employee
and his dependents. The medical and dental
insurance coverage
shall begin on the Commencement Date and shall continue
throughout the term of this Agreement. The Company will also
provide and pay for
a health club membership for Employee, reasonably selected by the
Employee.
8. OFFICE AND STAFF.
In order to enable
Employee to discharge his
obligations and duties
pursuant to this
Agreement, the Company
agrees that it
shall provide suitable office space for Employee in West Hollywood,
California,
together with all necessary and appropriate supporting staff and secretarial
assistance, equipment,
stationery, books and supplies. Employee agrees that the
office space and supporting staff presently in place is suitable
for the
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purposes of this Agreement. The Company agrees to provide at its
expense parking
for one vehicle by the Employee at the Company's executive
offices.
9. REIMBURSEMENT OF EXPENSES. The Company shall reimburse
Employee for
all reasonable travel, mobile telephone, promotional and entertainment
expenses
incurred in connection
with the performance
of Employee's
duties hereunder,
subject to Section 10 of this Agreement with respect to automobile expenses.
These expenses include but are not limited to all reasonable
expenses incurred
by him for
working part of the time in New York, part of the time in Los
Angeles, California,
and traveling between
those locations, and
for renting a
residence in the Los Angeles Metropolitan Area. The Company shall
also reimburse
Employee for all medical expenses incurred by him at any time when
the Company
does not otherwise
have a medical
insurance plan in
place for its
employees.
Employee's
reimbursable expenses
shall be paid
promptly by the
Company upon
presentment by
Employee of an itemized list of invoices describing such
expenses. All
compensation
provided in Sections
6, 7, and 9 of this Agreement
shall be subject to customary withholding tax and other employment
taxes, to the
extent required by law.
10. AUTOMOBILE.
Notwithstanding
anything else herein to the contrary,
the Company shall pay
to the Employee a
fixed amount equal to $2,500 per month
on the last day of each month during the term of this Agreement as
reimbursement
to the Employee
on a non-accountable basis of all expenses incurred by the
Employee for the use of his automobile for Company business
purposes in New York
and California, including but not limited to depreciation, repairs,
maintenance,
gasoline and
insurance. After the
expiration of the
first year of the term of
this Agreement,
the Company's Board of Directors will review and may in its
discretion determine
to increase the Employee's automobile allowance, or
authorize the Company to lease an automobile for the Employee. Employee shall
not be entitled to any other reimbursement for the use of his automobile for
business purposes.
11.
VACATION. Employee shall be entitled to three weeks of paid
vacation per year or pro rata portion of each year of service by
Employee under
this Agreement. The
Employee shall be entitled to the holidays provided in the
Company's established
corporate policy for employees with comparable duties and
responsibilities.
12. RIGHTS IN AND TO INVENTIONS AND PATENTS.
12.1 DESCRIPTION OF PARTIES' RIGHTS. The Employee agrees that
with respect to any
inventions
made by him or the
Company during the
term of
this Agreement,
solely or jointly with others, (i) which are made with the
Company's equipment,
supplies, facilities, trade secrets or time, or (ii) which
relate to the business of the Company or the Company's actual or demonstrably
anticipated research
or development, or (iii) which result from any work
performed by the Employee for the Company, such inventions shall belong to the
Company. The Employee
also agrees that the Company shall have the right to keep
such inventions as trade secrets, if the Company chooses.
12.2 DISCLOSURE REQUIREMENTS. For purposes of this
Agreement,
an invention is deemed to have been made during the term of this
Agreement if,
during such period,
the invention was
conceived or first
actually reduced
to
practice. In order to
permit the
Company to claim rights to which it may be
entitled, the
Employee agrees to disclose to the
Company in
confidence
the
nature of all patent
applications filed by the Employee during the term of this
Agreement.
13. TERMINATION.
This Agreement may be terminated in the following
manner and not otherwise:
13.1 MUTUAL AGREEMENT. This Agreement may be te
