EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the _1st_
day of December, 2008, by and between Helix Wind, Inc., a Nevada
corporation ("Employer" or “Company”), and Kevin K.
Claudio, CPA ("Employee"), who agree as follows:
1.
Employment . Employer hereby agrees to employ
Employee as a regular employee commencing
on December 1, 2008, and Employee hereby accepts and
agrees to said employment on the terms and conditions set forth
herein.
2.
Position and Duties . Employee's position shall
be Chief Financial Officer. Employee is responsible for
the following duties:
A. Financial
and Administrative Stewardship:
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Lead
Financial and Audit process in support of reverse merger, shell,
and P.I.P.E. transactions resulting in all associated SEC filings
to take the Company public to be listed and traded on the Small Cap
Bulletin Board.
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Provide
financial advice and support to senior management and the Board of
Directors – interact regularly with the CEO and President,
the senior management and Board of Directors.
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Develop
and maintain external financial relationships including bankers,
auditors, credit rating agencies, investment houses and other
financial advisors.
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Lead
the development of and ensure SOX and all SEC required compliance
with appropriate controls, policies, procedures, and governance
principles and practices for financial management and
administration functions of the Company.
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Oversee,
supervise and mentor administrative and office management
personnel; establish high quality administrative infrastructure for
Helix.
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Keep
abreast of the business and economic climate in which Helix
operates; prepare the Company to meet the challenges of a
changing business environment as it relates to its
financial obligations.
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B. Financial
Reporting & Taxation:
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Oversee
the preparing, producing and then reviewing of financial
information for the Company’s reports to senior management
and Board of Directors, shareholders and other outside
stakeholders; ensuring the accuracy, interpretation and
presentation of all financial reports and statements of the
Company.
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Financial
interpretation and analysis of financial reports. Track
actual income & expenses against budget and provide regular
reports to senior management and the Board detailing the causes for
the variance.
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Ensure
that all financial reports comply with GAAP and any other
applicable requirements.
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Continue
process with Board to engage external auditors.
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Liaise
with the Company’s external auditors for annual auditing
requirements, negotiating the annual audit fee.
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Address
all management issues raised by the external auditors, and report
and advise thereon to management and the Board of
Directors.
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Work
closely with external advisors/auditors in the development of tax
strategies and minimization of tax.
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Preparation
and submission of annual tax and other applicable tax
returns.
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Additional
duties to be performed by Employee and Employee’s authority
shall be as determined from time to time by
Employer. Employee shall devote such time and services
to Employer as are reasonably necessary to perform the duties of
the position pursuant to this Agreement, with fidelity, to the best
of Employee’s ability, and in the best interests of
Employer. Employee agrees to conform to all Employer
policies and regulations.
3.
At-Will Employment . Employee's employment is for
an unspecified term and is at the mutual consent of Employee and
Employer. Either Employer or Employee may end their
employment relationship at any time, with or without cause, and
with or without advance notice. No employee or
representative of Employer, other than its President, has any
authority to enter into any agreement for employment for any
specified period of time or make any agreement contrary to the
at-will employment relationship. To be effective, any
such agreement must be in writing, signed by the President of
Employer.
a. Employer
shall pay to Employee the sum of $14,583.33 per
month. There shall be deducted from the compensation due
to Employee hereunder any and all sums required for social security
and withholding for income taxes and for any other federal, state
or local tax or charge which may be currently in effect or
hereinafter enacted as a charge on the compensation of
Employee.
b. Equity
Participation: Effective only upon the condition that
the Company is successful in obtaining funding of an IPO being
pursued by the Company and when and if the Company adopts an
Omnibus Stock Option Plan (“Stock Plan”), Employee
shall be entitled to participate in the Stock Plan and shall be
granted an Incentive Stock Option to purchase the equivalent of
0.50% of the outstanding shares of common stock at an exercise
price of $0.50 per share, in accordance with a Notice of Grant and
Stock Option Agreement to be executed by Employee and the Company,
according to the terms and conditions of the Stock Plan. The Option
Shares will vest in the following manner:
i.. Forty
percent (40%) upon the first anniversary date of the date of
theOption Agreement;
ii. Twenty
percent (20%) upon the second anniversary date of the date of the
Option Agreement;
iii.
Twenty percent (20%) upon the third anniversary date of the date
ofthe Option Agreement;; and
iv.
Twenty percent (20%) upon the fourth anniversary date of the date
ofthe Option Agreement;
5.
Fringe Benefits . In addition to those benefits
that may be required by law, such as state disability, social
security and workers' compensation benefits, Employer benefits to
be provided to Employee include the following:
a. Vacation: Employee
will be entitled to 3 weeks (15 days/120 hours) of paid vacation
per year. Such paid vacation days will accrue at the
rate of 1.25 days (10 hours) per month. The maximum
accrued vacation balance is 20 days. Once Employee has accrued 20
days (160 hours) of paid vacation, all further accruals of vacation
days will cease until Employee's accrued vacation balance drops
below the maximum balance. Vacation accrual will
recommence after Employee has used his paid vacation and the
accrued vacation days have dropped below the maximum
balance.
b. Paid
Holidays: Employee will be entitled to the following
paid holidays: New Year’s Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.
c. Insurance
Benefits: Employee shall also be entitled to participate
in Employer's health and medical, dental, and optical/vision
insurance plans consistent with the coverage offered by Employer to
its similarly situated employees in accordance with any policies,
procedures, or benefit plan requirements adopted by Employer from
time to time. Employer reserves to itself, or its
designated administrators, exclusive authority and discretion to
determine all issues of eligibility, interpretation and
administration of each such benefit plan or
policy. Employer's insurance plans and policies related
thereto, are subject to termination, modification or limitation at
Employer’s sole discretion.
6.
Protection of Employer Property .
a. Restriction
on Use: Employee recognizes and acknowledges that
Employee will have access to Confidential Information (as defined
below) relating to the business or interest of Employer or of
persons with whom Employer may have business
relationships. Except as permitted herein or as may be
approved by Employer from time to time, the Employee will not
during Employee’s employment or at any time thereafter, use,
disclose or permit to be known by any other person or entity, any
Confidential Information of Employer (except as required by
applicable law or in connection with the performance of the
Employee’s duties and responsibilities
hereunder). If Employee is requested or becomes legally
compelled to disclose any of the Confidential Information, Employee
will give prompt notice of such request or legal compulsion to
Employer. Employer may waive compliance with this
Section 6 or will provide Employee with legal counsel at no cost to
Employee to seek an appropriate remedy.
1) Confidential
Information Defined. The term “Confidential
Information” means information relating to Employer’s
business affairs, proprietary technology, trade secrets, patented
processes, research and development data, know-how, market studies
and forecasts, competitive analyses, pricing policies, vendor and
supplier lists, employee lists, employment agreements (other than
this Agreement), personnel policies, the substance of agreements
with customers, suppliers and others, marketing arrangements,
customer lists, not generally known to the public or to actual or
potential competitors of Employer
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