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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: WELLENTECH SERVICES INC You are currently viewing:
This Employee Retention Agreement involves

WELLENTECH SERVICES INC

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Title: EMPLOYMENT AGREEMENT
Governing Law: New Hampshire     Date: 8/28/2008

EMPLOYMENT AGREEMENT, Parties: wellentech services inc
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Exhibit 10.3


 

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")

 

WITNESSETH THAT:

 

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.

 

 

1


 

 

2.  TERM.

 

(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.

 

 

2


 

 

(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.

 

 

3


 

 

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.

 

 

4


 

 

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


 
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