EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT
(“Agreement”) is made and entered into as of the
1 st
day of March, 2009, (the
“Effective Date”) by and between Flint
Telecom Group. Inc, a Nevada corporation (the
“Company”), and Steve Keaveney, whose residence address
is _____________________________________________________ (the
“Executive”).
The Company wishes to employ the Executive and
the Executive wishes to enter into the employ of the Company
as Chief Financial Officer and Board Member of the
Company.
This Agreement shall become effective
immediately upon the execution hereof.
NOW, THEREFORE, in consideration of the premises
and mutual covenants set forth herein, the parties hereby agree as
follows:
1.1
Employment and Term . The Company shall employ
the Executive and the Executive shall continue to serve the
Company, on the terms and conditions set forth herein, for the
period (the “Term”) from the Effective Date and
expiring on the second anniversary of the Effective Date, unless
sooner terminated as hereinafter set forth. The Agreement will
automatically renew for subsequent six month period(s), unless
terminated at least 60 days prior to the expiration of the
applicable six month period.
1.2
Duties of Executive . The Executive shall serve
as Chief Financial Officer of the Company and shall perform the
duties of an executive commensurate with such position, shall
diligently perform all services as may be assigned to him by the
Company’s Board of Directors. The Executive shall
devote his working time and attention to the business and affairs
of the Company, directing the operations and business development
functions of the company by performing the following duties
personally or through subordinate
supervisors: establishing, recommending or making
decisions on all aspects of the business. The Executive shall
report to the Company’s President. The Company agrees that
Executive is not required to relocate from Atlanta, Georgia. The
Company further agrees that Executive may have other
non-competitive business interests and may continue as a Partner of
Redquartz Atlanta, LLC.
1.3
The Company . As used herein the term the
“Company” shall be deemed to include any and all
present and future subsidiaries, divisions and affiliates of the
Company.
2.1
Base Salary . During the term, the Executive
shall receive a base salary of $15,000.00 per month paid bi-weekly.
The Board of Directors may also pay cash, stock or stock option
bonuses based on performance if the Company has achieved the goals
set by the Board.
2.2
Equity . Upon the execution of this Agreement,
the Company will issue to the Executive three and one half million
(3,500,000) shares of restricted common stock of the Company,
vesting over a period of four years, such that ¼ of the
shares shall vest at the first annual anniversary of the Effective
Date, and quarterly thereafter so that 100% of the shares shall be
fully vested at the Executive’s four year anniversary with
the Company. If the Executive
resigns from
the Company at any time prior to the Executive’s four year
anniversary, the Executive shall be entitled to all vested shares
as of the date of resignation. If the Executive’s Employment
is discontinued after the initial term of this agreement or if the
Executive is terminated without cause, the Executive shall be
entitled to receive full vesting of all 3,500,000
shares.
2.3
Stock Option Grants . Subject to the approval
of the Company’s Board of Directors, the Executive shall be
entitled to receive a grant based on the Executive’s
performance during the applicable year. The amount of the stock
option grant in any year shall be determined by
reference to the profitability of the Company and such other
measures as the Board of Directors and the Executive may
agree. The terms and conditions relating to the stock
option grant shall be negotiated in good faith.
3.
Expense Reimbursement and Other Benefits .
3.1
Expense Reimbursement . During the Term, upon the
submission of supporting documentation by the Executive, and in
accordance with Company policies for its executives , the
Company shall reimburse the Executive for all expenses actually
paid or incurred by the Executive in the course of and pursuant to
the business of the Company, including expenses for travel, auto
and entertainment.
3.2
Other Benefits . During the term, Company shall
provide Executive with major medical and dental insurance. The
Company shall pay for 100% of the costs to provide the Executive
with “family” coverage for medical and dental
insurance.
3.3
Vacation . Executive shall be entitled to four
weeks of paid vacation during each calendar year, taking into
consideration the business needs of the Company.
3.4
D&O Insurance . The Company agrees to provide Executive
with D&O insurance in a suitable amount agreeable to Executive
and the Company will be responsible for maintaining and continuing
this coverage throughout the term of Executive’s
employment.
4.
Termination for Cause . Notwithstanding anything
contained in this Agreement to the contrary, the Company may
terminate this Agreement for Cause. As used in this
Agreement “Cause” shall mean (i) an act of fraud,
embezzlement or theft of funds or property of the Company or any of
its clients/customers; (ii) any intentional wrongful disclosure of
proprietary information or trade secrets of the Company or its
affiliates or any intentional form of self-dealing detrimental to
the Interests of the Company; (iii) the habitual and debilitating
use of alcohol or drugs; (iv) continued failure to comply with the
reasonable written directives of the Board of Directors;
insubordination or abandonment of position (after written notice
and a reasonable opportunity to cure); or (v) failure to comply in
any material respect with the terms of this Agreement (after
written notice and a reasonable opportunity to cure) .
Upon any termination pursuant to this Section (4) the
Company shall pay to the Executive any unpaid Base Salary at the
rate then in effect accrued through the effective date of
termination specified in such notice. Except as provided
above, the Company shall have no further liability hereunder other
than for reimbursement for reasonable business expenses incurred
prior to the date of termination outlined in Sections
3.1.
4.1
Termination Without Cause. The Company may
terminate this Agreement without cause at any time by giving
Executive sixty (60) day prior written notice of its desire to
terminate. In the event the Company elects to terminate the
Agreement pursuant to this Section 4.1, the Company shall have
no further liability hereunder other than for the payment to
Executive on the termination date of any unpaid Base Salary through
the termination date, reimbursement of reasonable business expenses
incurred prior to the termination date, a lump sum of two
hundredthousand dollars ($200,000) in cash. The Executive
shall be released from all restrictive covenants within Section 7
of this Agreement related to competition if terminated without
cause, but the Executive shall not disclose any Company
“Confidential Information” (as defined within Section
7), to any third party .
5.
Resignation by Executive . The Executive upon
delivery of notice may terminate this Agreement therefore upon not
less than 60 days prior notice of such termination. Upon
receipt of such notice, the Company may, in its sole discretion,
release the Executive of his duties and his employment hereunder
prior to the expiration of the 60 day notice
period. Notwithstanding anything contained in this
Agreement to the contrary, in the event of a termination by the
Executive pursuant to this Section 5, the Company shall have no
further liability hereunder other than for reimbursement for
reasonable business expenses incurred prior to the date of
termination outlined in Sections 3.1.
5.1
Disability . Notwithstanding anything contained
in this Agreement to the contrary, the Company, by 30 days written
notice to the Executive shall at all times have the right to
terminate this Agreement, and the Executive’s employment
hereunder, if the Executive shall, as the result of mental or
physical incapacity, illness or disability, fail to perform his
duties and responsibilities provided for herein for a period of
more than 60 days in any 12 month period. Upon the
termination pursuant to this Section, the Company shall continue
(i) to pay to the Executive Base Salary at the rates then in effect
for a period of 6 months after the effective date of termination
(the “Severance Period”), (ii) employee benefit
programs as to the Executive for the Severance Period and (iii) the
Company shall be responsible for making payments on behalf of the
Executive and his family to maintain coverage of health and other
benefits under COBRA, for the maximum period
allowed. Except as provided above, the Company shall
have no further liability hereunder other than for reimbursement
for reasonable business expenses, incurred prior to the date of
termination, subject, however to the provisions of Section
3.1.
5.2
Changes in Control . For the purposes of this
Agreement, a “Change of Control” shall be deemed to
have taken place if : (i) any person, including a
“group” as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, becomes the owner of
beneficial owner of Company securities, after the date of this
Agreement, having 50% or more of the combined voting power of the
then outstanding securities of the Company that may be cast for the
election of directors of the Company or (ii) the persons who were
directors of the Company before such transactions shall cease to
constitute a majority of the Board of Directors of
the Company.
(a) The
Company and Executive hereby agree that, if Executive is affiliated
with the Company on the date on which a Change of Control occurs,
(the “Change of Control Date”), and this Agreement is
in
