EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT, made this 25
th day of August, 2008, by and between:
WELLENTECH SERVICES, INC.
, a Nevada corporation currently
having its principal office at 7415 Sherbrooke St., West, #1,
Montreal, Quebec, Canada H4B 1S2 (hereinafter referred to as
"EMPLOYER")
AND
RICHARD C. FOX , an adult individual residing at 131 Court St.,
#11, Exeter, New Hampshire 03833 (hereinafter
"EMPLOYEE")
WHEREAS, EMPLOYEE developed a business concept
and business plan which has been adopted by EMPLOYER, and EMPLOYER
desires to employ EMPLOYEE to install and implement such concept
and plan;
WHEREAS, EMPLOYEE is a corporate/securities/tax
attorney with business executive experience having certain
education, experience, background, know-how and contacts which will
be useful and helpful to EMPLOYER in its business and EMPLOYER is
desirous of employing EMPLOYEE in order to obtain the benefits of
such education, experience, background, know-how and
contacts;
WHEREAS, EMPLOYEE is agreeable to being employed
by EMPLOYER upon the terms and conditions hereof and providing the
benefits of his education, experience, background and contacts to
EMPLOYER;
WHEREAS, the parties having concluded their
negotiations and now desire to have a document to formalize and
evidence their understandings and agreements, which document will
supersede and void all prior discussions and
understandings;
NOW, THEREFORE, in consideration of the mutual
promises, covenants and forbearances contained herein, and
intending to be legally bound, the parties have agreed, and do
hereby agree, as follows:
1. EMPLOYMENT. (a) For the
term provided in Paragraph 2, EMPLOYER hereby employs EMPLOYEE, and
EMPLOYEE hereby accepts that employment, upon the terms and
conditions hereinafter set forth.
(b) This Agreement shall supersede
and replace all prior discussions, negotiations, memoranda,
correspondence, understandings, and agreements pertaining to the
employment of EMPLOYEE by EMPLOYER.
(a) This Agreement shall be effective
as of August 25, 2008.
(b) This Agreement, subject to the
provisions of Paragraphs 16 and 17 below, shall continue and exist
for an initial period from such effective date until December 31,
2009 (initial term). The term “employment
year” as used elsewhere in this Agreement shall mean January
1 to December 31, such being the EMPLOYER’s fiscal
year.
(c) If, on November 1, 2009, neither
party is then in default under this Agreement, EMPLOYER shall have
the option to extend the term of this Agreement for an additional
one (1) year period. Such option shall be exercised by
EMPLOYER giving notice thereof to EMPLOYEE, on or before December
1, 2009, of its intention to so extend the Agreement. If
EMPLOYER shall not exercise its extension option on or before
December 1, 2009 this Agreement shall terminate as
provided.
(d) This Agreement shall be subject
to a further one (1) year extension under the procedure provided in
subparagraph (c), provided that on November 1, 2010 neither party
is then in default under this Agreement and notice of exercise of
the extension option is given on or before December 1,
2010.
(e) Notwithstanding the foregoing,
the term of this Agreement is otherwise subject to the various
termination provisions contained hereafter).
3. COMPENSATION-BASE. (a) For all
services rendered under this Agreement for the period from the
effective date to December 31, 2008, EMPLOYEE shall not receive any
compensation hereunder; in lieu thereof EMPLOYEE is being
compensated through the legal fees paid by EMPLOYER to
EMPLOYEE’s firm, Fox Law Offices,
P.A. Notwithstanding the lack of direct compensation,
EMPLOYEE shall perform all duties required under this
Agreement.
(b)
(i) Subject to the conditions set forth in sub-paragraph (ii)
following, for all services rendered under this Agreement for the
period from January 1, 2009 to December 31, 2009, EMPLOYEE shall be
paid, as base compensation, such annual salary as shall be
determined by the EMPLOYER's Board of Directors from time to time,
but in no event shall such compensation be at a rate of less than
Two Hundred Forty Thousand Dollars ($240,000) per year, payable
monthly at the rate of Twenty Thousand Dollars ($20,000), to be
paid on the first business day of each month, in
advance. Such base compensation shall be in addition to
such incentive compensation, deferred compensation, fringe benefits
and bonuses as provided elsewhere herein.
(ii) The commencement of the compensation as set
forth in subparagraph (b)(i) above is subject to the raising by the
Company, by December 31, 2008, of the sum of Two Million Dollars
($2,000,000).
(c) At the end of employment/fiscal
year 2009, assuming the term of this Agreement is being extended
through December 31, 2010, the EMPLOYER's Board of Directors shall
review the performance of EMPLOYEE for such year and, based upon
such evaluation, establish any increase in the base compensation
payable to EMPLOYEE for the succeeding fiscal
year. EMPLOYER shall not be obligated to provide any
increase; however, any increase shall supersede the
“floor” in subparagraph (b).
(d) At the end of employment/fiscal
year 2010, assuming the term of this Agreement is being extended
through December 31, 2011, the EMPLOYER's Board of Directors shall
review the performance of EMPLOYEE for such year and, based upon
such evaluation, establish any increase in the base compensation
payable to EMPLOYEE for the succeeding fiscal
year. EMPLOYER shall not be obligated to provide any
increase; however, any increase shall supersede the
“floor” in subparagraph (b).
4. COMPENSATION-INCENTIVE. (a) The
base compensation for each year of this Agreement, including any
extensions, shall be subject to a retroactive increase, based upon
an earnings per share formula (earnings of EMPLOYER divided by
actual common shares of EMPLOYER issued and outstanding at
September 30 of each year, and not fully diluted ),
commencing with the fiscal year ended December 31, 2009, as
follows:
|
Profits* Per
|
|
Increase as a
|
|
Common Share
|
|
Percent of Base
Compensation
|
|
$.00 - $.10
|
|
5%
|
|
$.11 - $.20
|
|
10%
|
|
$.21 - $.30
|
|
20%
|
|
$.31 - $.40
|
|
30%
|
|
$.41 - $.50
|
|
40%
|
|
$.51 - $.60
|
|
50%
|
|
$.61 - $.70
|
|
70%
|
|
$.71 - $.80
|
|
90%
|
|
$.81 - $.90
|
|
110%
|
|
$.91 - $1.00
|
|
130%
|
|
over $1.00
|
|
150%
|
*
“Profits” means ordinary income and/or capital gains
resulting from on-going business operations, including
extraordinary gains or proceeds resulting from a sale (spin-off) of
a subsidiary.
This
retroactive increase, if any should occur, is not a bonus but a
merit adjustment to the base compensation. The
calculation shall be made based upon the annual audit of EMPLOYER's
financial statements for the fiscal year ended December 31 and
shall be paid in equal monthly amounts on the first day of the next
succeeding twelve (12) months commencing with the first day of the
month following release of the audited financial
statements. Any retroactive increase shall not affect
the base compensation for subsequent calculations. It is
a separate adjustment from any other adjustment under any other
plan.
(b) The increase in compensation
shall be payable in the year following the year for which the
calculation is made, but shall be deemed earned by EMPLOYEE's
efforts during the prior year. Such increase shall be
vested as of December 31 of the year for which the calculation is
being made, regardless of the subsequent termination or completion
of this Agreement. Accordingly, payment thereof shall be
made whether or not EMPLOYER remains employed during the year in
which the payments are made.
5. COMPENSATION-FRINGE
BENEFITS. EMPLOYEE shall receive at least the following
additional benefits, which may be extended or increased, but not
reduced, by EMPLOYER:
(a) Vacation - EMPLOYEE shall be
entitled to paid vacation of three (3) weeks during 2009 and four
(4) weeks during any extension year of this
Agreement. Unused vacation time may be accumulated from
year to year if unused. EMPLOYEE shall not be
compensated for any unused vacation time.
(b) Base Personal Leave - During each
year of this Agreement, EMPLOYEE shall receive ten (10) days paid
personal leave, which shall not be accumulated from year to year if
unused. EMPLOYEE shall not be compensated for any unused personal
leave. "Personal leave" shall include sick leave,
bereavement leave, so-called “personal days” and all
other personal time off, other than legal holidays in the State of
EMPLOYEE’s residence.
(c) Medical Insurance - Because of
EMPLOYEE’s age and status, EMPLOYEE does not require, nor
shall he receive the same medical, surgical, dental and/or
hospitalization insurance as EMPLOYER shall provide to its other
officers/employees/consultants. In lieu thereof,
EMPLOYER shall reimburse EMPLOYEE’s cost for Medicare
Supplement Insurance, Form/Schedule “F”.
(d) Other - EMPLOYEE shall receive
such other fringe benefits as are available to any other
officers/employees/consultants. Nothing contained in this Agreement
shall be in lieu of any rights, benefits and privileges to which
EMPLOYEE may be entitled under any stock option, 401(k),
retirement, pension, profit-sharing, insurance, ESOT/ESOP,
hospitalization, medical, surgical, dental, legal or other plans
which may now be in effect or which may hereafter be adopted,
either by EMPLOYER or any subsidiary or affiliate of
EMPLOYER. EMPLOYEE shall have the same rights and
privileges to participate in such plans and benefits as any other
employee during his period of employment and EMPLOYEE shall be
entitled to participate on a parity with executives of equal
rank.
6. COMPENSATION-BONUS. After the end
of each fiscal year, the EMPLOYER's Board of Directors shall
determine the net profits before taxes of EMPLOYER for such prior
fiscal year and shall determine any bonus for such fiscal year
payable to EMPLOYEE. EMPLOYER shall not be obligated to provide any
bonus. Any bonus awarded shall be paid at such time or
times, in such amounts or installments, as the EMPLOYER's Board of
Directors may determine.
7. DUTIES. (a) EMPLOYEE is
initially engaged as President, CEO, and General Counsel of
EMPLOYER. It is understood that EMPLOYEE’s primary
duties relate to the installation and implementation of the
business concept and business plan which he has assigned to the
Company and that following such the Board of Directors may prefer
to appoint a new President and/or CEO to operate the Company under
the concept and plan as installed and implemented. In
such case, upon the appointment by the Board of Directors of
EMPLOYER of a replacement CEO, EMPLOYEE shall relinquish such
title(s) and duties but shall remain as General Counsel and
Corporate Secretary. None of such adjustment to
EMPLOYEE’s title(s) and duties shall affect the payment of
compensation hereunder. During his tenure as any of the
named executives, EMPLOYEE shall perform all usual and customary
services as such executive.
(b) EMPLOYEE'S performance shall be
subject to the supervision of EMPLOYER'S Board of
Directors. The precise job description and the specific
services to be rendered by EMPLOYEE may be defined, interpreted,
curtailed, or extended, from time to time, by determination of the
EMPLOYER' Board of Directors, provided, however, that any
definition, interpretation, curtailment, or extension is
consisten
|