EXHIBIT 10.1
THIS EMPLOYMENT AGREEMENT is
made and entered into as of this 13 th day of October, 2008, by and between
So Act Network, Inc., a Delaware corporation with offices at 5715
Will Clayton Parkway, #6572, Humble, TX 77338 (the “
Corporation ”), and Greg Halpern, an individual
residing at 5715 Will Clayton Parkway, #6572, Humble, TX 77338 (the
“ Executive ”), under the following
circumstances:
RECITALS:
A. The
Corporation desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and
B. The
Executive desires to render services to the Corporation upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties
mutually agree as follows:
1. Employment.
The Corporation hereby employs the Executive and the Executive
hereby accepts employment as an executive of the Corporation,
subject to the terms and conditions set forth in this
Agreement.
2. Duties. The
Executive shall serve as President, Chief Executive Officer and
Chief Financial Officer of the Corporation with such duties,
responsibilities and authority as are commensurate and consistent
with his position, as may be, from time to time, assigned to him by
the Board of Directors of the Corporation. The Executive shall
report directly to the Board of Directors of the Corporation.
During the term of this Agreement, the Executive shall devote his
full business time and efforts to the performance of his duties
hereunder unless otherwise authorized by the Board of Directors.
Notwithstanding the foregoing, the expenditure of reasonable
amounts of time by the Executive for the making of passive personal
investments, the conduct of private business affairs and charitable
and professional activities shall be allowed, provided such
activities do not materially interfere with the services required
to be rendered to the Corporation hereunder and do not violate the
restrictive covenants set forth in Section 9
below.
3. Term of
Employment. The term of the Executive’s employment
hereunder, unless sooner terminated as provided herein (the “
Initial Term ”), shall be for a period of ten (10)
years commencing on the date hereof (the “ Commencement
Date ”). The term of this Agreement shall automatically
be extended for additional terms of one year each (each a “
Renewal Term ”) unless either party gives prior
written notice of non-renewal to the other party no later than
sixty (60) days prior to the expiration of the Initial Term
(“ Non-Renewal Notice ”), or the then current
Renewal Term, as the case may be. For purposes of this Agreement,
the Initial Term and any Renewal Term are hereinafter collectively
referred to as the “ Term .”
4. Compensation of
Executive .
(a)
The
Corporation shall pay the Executive as compensation for his
services hereunder, eighteen thousand dollars ($18,000) per month
(the “ Base Salary ”).
(b)
In
addition to the Base Salary set forth in Section 4(a) above, the
Executive shall be entitled to a monthly commission equal to 10% of
all sales of The Corporation (in cash or capital stock or any
combination of both).
(c)
The
Corporation shall pay or reimburse the Executive for all reasonable
out-of-pocket expenses actually incurred or paid by the Executive
in the course of his employment, consistent with the
Corporation’s policy for reimbursement of expenses from time
to time.
(d)
The
Executive shall be entitled to participate in such pension, profit
sharing, group insurance, hospitalization, and group health and
benefit plans and all other benefits and plans as the Corporation
provides to its senior executives (the “ Benefit Plans
”).
5.
Termination.
(a)
This
Agreement and the Executive’s employment hereunder shall
terminate upon the happening of any of the following
events:
(i) upon the
Executive’s death;
(ii) upon the
Executive’s “Total Disability” (as herein
defined);
(iii) upon the
expiration of the Initial Term of this Agreement or any Renewal
Term thereof, if either party has provided a timely notice of
non-renewal in accordance with Section 3, above;
(iv) at the
Corporation’s option, upon sixty (60) days prior written
notice to the Executive if without cause;
(v) at the
Executive’s option, upon thirty (30) days prior written
notice to the Corporation;
(vi) at the
Executive’s option, in the event of an act by the
Corporation, defined in Section 5(c), below, as constituting
“Good Reason” for termination by the Executive;
and
(vii) at the
Corporation’s option, in the event of an act by the
Executive, defined in Section 5(d), below, as constituting
“Cause” for termination by the Corporation.
(b)
For
purposes of this Agreement, the Executive shall be deemed to be
suffering from a “ Total Disability ” if the
Executive has failed to perform his regular and customary duties to
the Corporation for a period of 180 days out of any 360-day period
and if before the Executive has become “Rehabilitated”
(as herein defined) a majority of the members of the Board of
Directors of the Corporation, exclusive of the Executive, vote to
determine that the Executive is mentally or physically incapable or
unable to continue to perform such regular and customary duties of
employment. As used herein, the term “ Rehabilitated
” shall mean such time as the Executive is willing, able and
commences to devote his time and energies to the affairs of the
Corporation to the extent and in the manner that he did so prior to
his Disability.
(c)
For
purposes of this Agreement, the term “ Good Reason
” shall mean that the Executive has resigned due to the
failure of the Corporation to meet any of its obligations to the
Executive under this or any other agreement between the Corporation
and the Executive, and failure to cure the same within thirty (30)
days following Executive’s delivery of notice specifying the
breach(es) by the Corporation.
(d)
For
purposes of this Agreement, the term “ Cause ”
shall mean material, gross and willful misconduct on the part of
the Executive in connection with his employment duties hereunder or
commission of a felony or act of dishonesty resulting in material
harm to the Corporation by the Executive.
6. Effects of
Termination .
(a)
Upon
termination of the Executive’s employment pursuant to Section
5(a)(i), the Executive’s estate or beneficiaries shall be
entitled to the following severance benefits: (i) three (3)
months’ Base Salary at the then current rate, payable in a
lump sum, less withholding of applicable taxes; and (ii) continued
provision for a period of one (1) year following the
Executive’s death of benefits under Benefit Plans extended
from time to time by the Corporation to its senior
executives.
(b)
Upon
termination of the Executive’s employment pursuant to Section
5(a)(ii), the Executive shall be entitled to the following
severance benefits: (i) eighteen (18) months’ Base Salary at
the then current rate, to be paid from the date of termination
until paid in full in accordance with the Corporation’s usual
practices, including the withholding of all applicable taxes; (ii)
continued provision during said eighteen (18) month period of the
benefits under Benefit Plans extended from time to time by the
Corporation to its senior executives; and (iii) payment on a
prorated basis of any bonus or other payments earned in connection
with the Corporation’s then-existing bonus plan in place at
the time of termination. The Corporation may credit against such
amounts any proceeds paid to Executive with respect to any
disability policy maintained for his benefit.
(c)
Upon
termination of the Executive’s
