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EX-10.44 EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EX-10.44 EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: 180 CONNECT INC. | Belleview Avenue, Suite 500, Englewood, CO | Officer, 180 Connect, Inc | Related Companies You are currently viewing:
This Employee Retention Agreement involves

180 CONNECT INC. | Belleview Avenue, Suite 500, Englewood, CO | Officer, 180 Connect, Inc | Related Companies

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Title: EX-10.44 EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Colorado     Date: 3/31/2008

EX-10.44 EXECUTIVE EMPLOYMENT AGREEMENT, Parties: 180 connect inc. , belleview avenue  suite 500  englewood  co , officer  180 connect  inc , related companies
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Exhibit 10.44
EXECUTIVE EMPLOYMENT AGREEMENT
     THIS AGREEMENT is between 180 Connect, Inc., a Nevada corporation (the “ Company ’), and Kyle M. Hall (“ Executive ”).
     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
     1.      Employment .
     The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Term (see Section 24 for all definitions). Executive’s start date shall be October 17, 2007. This Agreement will automatically be renewed for a Renewal Term upon the expiration of the Initial Term or Renewal Term then in effect unless one party provides the other party written notice of intent not to renew at least one hundred and eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect.
     2.      Authority .
     It is agreed that the governance committee of the Parent’s Board of Director’s shall serve as the final arbiter of interpretation, application and execution of all provisions of this Agreement to the extent not otherwise specified.
     3.      Position and Duties .
            (a) During the Employment Term, Executive shall serve as the Senior Vice President and Chief Legal Officer (“CLO”) of the Company and the other Related Companies, and shall have the normal duties, responsibilities and authority, consistent with a CLO position of a publicly-traded company, including, without limitation, providing leadership, direction and oversight for all legal activities and issues of the Related Companies, including without limitation, all matters and reporting arising under the 1933 Securities Act and 1934 Exchange Act; imparting legal advice and guidance to the Board of Directors, senior management and other staff of the Related Companies; managing general business transactions, drafting and reviewing contracts and other legal documentation; managing litigation, mediation and dispute resolution; managing external legal resources; participating in negotiation and structuring of new ventures and merger, acquisition and disposition transactions; assisting in the assessment, establishment and, as appropriate, upgrading of compliance programs and procedures related to general corporate and human resource matters; coordinating/managing corporate governance procedures; serving as a member of the senior leadership team; and supervising professional and administrative staff. Executive shall be based in Englewood, Colorado. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company and the other Related Companies. It is understood that Executive’s title and rate of pay may change in the future by mutual agreement in writing of the parties and that this Agreement shall be automatically deemed amended at and as of the time of any such change, without the necessity of further formal amendment of this Agreement.

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            (b) Executive shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity in accordance with the Company’s applicable policies, as they may be amended from time to time) to the business and affairs of the Related Companies. Executive shall perform Executive’s duties and responsibilities under this Agreement to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. During employment, Executive will (i) avoid conflicts of interest, and (ii) advise the Parent’s Board of Directors of any business opportunity that involves products or services like those offered by the Related Companies or that a reasonable person in Executive’s position might otherwise anticipate that the Related Companies would have an interest in. Executive shall be subject to a duty of loyalty to Related Companies during Executive’s employment provided for hereunder and for as long thereafter as the law allows. This Section shall not prevent the Employee from owning securities of any corporation whose securities are publicly traded on a stock exchange recognized by the proper authorities of the country in which the stock exchange is located, if such holdings represent less than three percent (3%) of the aggregate issued and outstanding securities of the same kind as such corporation.
     4.      Base Salary and Benefits .
            (a) During the Employment Term, the Company shall pay Executive (i) a base salary of two hundred ten thousand dollars ($210,000.00) per annum (the “ Base Salary ”) and (ii) a vehicle allowance of six hundred dollars ($600.00) per month each month (“Vehicle Allowance”), each of which Base Salary and Vehicle Allowance shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. Executive’s Base Salary shall be reviewed annually and shall be subject to adjustment based on, among other things, market practice and Executive’s performance; provided , however , that modifications to compensation are subject to Executive’s right to consent or object on grounds that the change is a detrimental, material change under paragraph 24(h).
            (b) Executive will be eligible to participate in an annual bonus plan with bonus potential of up to fifty percent (50%) of Base Salary. This bonus plan will be based on a formula considering corporate profitability and specific performance goals. Any bonus awards under the annual bonus plan are in the sole discretion of the Company and are not guaranteed. Executive shall be eligible for a pro-rated 2007 bonus to be paid in 2008.

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            (c) In addition to Executive’s Base Salary, Executive, during the Employment Term, shall be eligible to participate in any stock or stock option plan offered to other executives of the Company, subject to the terms of such plan, as it may be amended from time to time. In addition, subject to its development and subsequent approval by the Company’s Board of Directors, the Company’s shareholders and the appropriate stock exchange, Executive will be eligible to participate in a new long-term incentive program. Pursuant to this program, and subject to the approval as specified herein, Executive shall be granted twenty-four thousand (24,000) Restricted Stock Units and thirty-six thousand (36,000) Share Appreciation Rights. These incentives shall vest at twenty-five percent (25%) per year for four (4) years, except in the event of a Change in Control (as defined in the plan or program master agreements governing the issuance of Restricted Stock Units and Share Appreciation Rights), in which case these incentives shall be subject to accelerated treatment such that all outstanding Share Appreciation Rights held by Executive shall become vested and exercisable and all restrictions on Executive’s Restricted Stock Units shall lapse upon the occurrence of such Change in Control, unless an exception to such accelerated treatment is set forth under such plan or program agreements and such exception applies to all other executive officers of Parent and/or the other Related Companies holding similar incentives.
            (d) Executive shall be entitled to three (3) weeks paid vacation for each calendar year in which the Executive is employed under this Agreement, in accordance with the Company’s vacation policy as it may be established and amended from time to time by the Company. For any partial calendar year during which Executive is employed under this Agreement, he shall be entitled to a prorated amount of paid vacation, based on number of weeks worked in the calendar year pursuant to the Company’s then existing current vacation policy. Notwithstanding the foregoing, the Company acknowledges and agrees to honor Executive’s previously planned 14-day vacation commencing on November 9, 2007.
            (e) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the course of performing Executive’s duties under this Agreement which are consistent with the Company’s policies with respect to travel, entertainment and other business expenses, as they may be amended from time to time, subject to the Company’s requirements with respect to reporting and documentation of such expenses.
            (f) Executive will be entitled to all benefits provided by the Company in accordance with the plans and practices of the Company applicable to Executive, as they may be amended from time to time, such as medical and dental insurance, life insurance and short-term and long-term disability insurance at company expense during the Employment Term. Health insurance will become effective on December 1, 2007.

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     5.      Termination of Employment and Related Compensation .
            (a) The Employment Term of this Agreement shall terminate upon;
      (i) the expiration of the Initial Term or Renewal Term (whichever then applies) if one party gives the other party written notice of intent not to renew this Agreement at least one hundred and eighty (180) days before the expiration of the Initial Term or Renewal Term then in effect; or
      (ii) the occurrence of one of the following early termination events:
     (A) Executive’s death or permanent disability or incapacity (as determined by the governance committee of the Parent’s Board of Directors in their good faith judgment);
     (B) the mutual agreement of the Company and Executive;
     (C) Company’s termination of this Agreement for Cause or without Cause; or
     (D) Executive’s termination of this Agreement for Good Reason or without Good Reason.
            (b) If the Employment Term is terminated and Executive’s employment with Company ends because the Company terminated Executive’s employment without Cause or Executive’s employment is terminated by Executive for Good Reason or the Company elects not to renew or extend this Agreement at the end of the Initial Term or any Renewal Term, then Executive shall be entitled to receive:
      (i) the Severance Payment; and
      (ii) Executive’s Base Salary and the Vehicle Allowance earned through the date of termination, all accrued, unused vacation days and any and all vested and earned (in accordance with the applicable plan or program, including, without limitation, any accelerated vesting treatment under such plan or program as the result of a Change in Control (as defined in such plan or program) but unpaid amounts under the applicable incentive and/or deferred compensation plans; and
      (iii) a continuation of any health insurance benefits provided or sponsored by the Company that Executive was participating (for himself and his dependents) in immediately prior to termination for one (1) year upon substantially the same terms and conditions as from time to time are applicable to the senior executives of the Company. If the Executive loses a health insurance benefit that Executive participated in prior to termination because Executive cannot continue to participate in the Company’s plan due to circumstances outside of Executive’s control, the Company shall provide Executive sums monthly that

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are sufficient to cover Executive’s expense (on an after-tax basis) in securing a substantially similar, substitute health insurance benefit; provided, however, that Company shall not be required to pay Executive more than that required to secure comparable coverage. Notwithstanding the foregoing, in the event that the Executive becomes eligible to participate in the health and welfare plans of another employer or the Executive becomes eligible for Medicare coverage, the Company’s obligation to provide continued coverage hereunder shall cease; and
      (iv) The amounts payable pursuant to paragraph 5(b)(i) shall be payable in one lump sum payment within thirty (30) days following termination of the Employment Term. The amounts payable pursuant to paragraphs 5(b)(i) and (iii) shall not be due and owing unless and until (a) Executive shall have executed and delivered to the Company a release of any and all claims against the Related Companies (and their respective present and former officers, directors, employees and agents — collectively the “ Released Parties ”) and a covenant not to sue the Released Parties, all in form and substance as provided by counsel to the Company (the “ Release ”) and any waiting period or revocation period provided by law for the effectiveness of such Release shall have expired without Executive’s having revoked such Release, and (b) Executive is not in material violation of his obligations under this Agreement (including, without limitation, those in Sections 6-8, and 21). In the event Executive shall decline or fail for any reason to execute and deliver such Release, or is in material violation of an obligation created by this Agreement, then Executive shall be entitled to receive only those amounts provided pursuant to Paragraph 5(c) below.
            (c) If the Employment Term is terminated and Executive’s employment with the Company is ended by the Company for Cause, by Executive without Good Reason or due by the death or Disability of the Executive, then Executive shall be entitled to receive:
      (i) Executive’s Base Salary and Vehicle Allowance through the date of such termination, and all accrued, unused vacation days; and
      (ii) vested and earned (in accordance with the Company’s applicable plan or program) but unpaid amounts under incentive and/or deferred compensation plans, and other employer programs of the Company in which Executive participates.
The foregoing sums shall be paid in accordance with the Company’s normal payment policies except where earlier payment is required by applicable law.
            (d) Except as otherwise provided herein, fringe benefits and bonuses hereunder (if any) which accrue or are payable on a date after the termination of the Employment Term shall cease upon such termination and shall not be payable in whole or in part except medical coverage if for disability, incapacity or retirement.

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            (e) If Executive elects to terminate his employment with Company through exercising his right not to renew under Paragraph 5(a)(i) or through any other means and either: (i) Executive does not have a Good Reason to do so; or (ii) Executive fails to give Company written notice of the alleged Good Reason prior to terminating his employment; then Executive’s termination shall be considered a termination by Executive without Good Reason. In any case, the Company reserves the right to pay for Executive’s loyalty by continuation of then existing pay, incentives and benefits for a period of one (1) year.
            (f) In the event of a Change in Control, Company, at its sole expense, shall cause its independent auditors promptly to review all payments, distributions and benefits that have been made to or provided to, and are to be made to or provided to, Executive under this Agreement, and any other agreement and plan benefiting Executive, to determine the applicability of Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”). If Company’s independent auditors determine that any such payments, distributions or benefits are subject to excise taxes as provided under Section 4999 of the Code (the “ Excise Tax ”), then such payment, distributions, or benefits (the “ Original Payment(s) ”) shall be increased by an amount (the “ Gross-up Amount ”) such that, after the Company withholds all taxes due, including any excise and employment taxes imposed on the Gross-up Amount, Executive will retain a net amount equal to the Original Payment(s) less income and employment taxes, if any, imposed on the Original Payment(s). To facilitate the calculation of the applicable excise tax, Executive agrees to provide Company’s auditors with copies of Executive’s Forms W-2 for the tax years they deem necessary for their use in determining the application of Section 4999 and calculating any amounts payable under this provision. Company’s auditors will perform the calculations in conformance with the foregoing provisions and provide Executive with a copy of their calculation. The intent of the parties is that Company shall be solely responsible for, and shall pay, any Excise Tax on the Original Payment(s) and Gross-up Amount and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-up Amount. If no determination by Company’s auditors is made prior to the time Executive is required to file a tax return reflecting any portion of the Original Payment(s), Executive will be entitled to receive a Gross-up Amount calculated on the basis of the Original Payment(s) Executive reports in such tax return, within thirty (30) days of the filing of such tax return. Executive agrees that, for the purposes of the foregoing sentence, Executive is not required to file a tax return until Executive has obtained the maximum number and length of filing extensions available. If any tax authority finally determines that a greater Excise Tax should be imposed upon the Original Payment(s) than is determined by Company’s independent auditors or reflected in Executive’s tax returns, Executive shall be entitled to receive the full Gross-up Amount calculated on the basis of the additional amount of Excise Tax determined to be payable by such tax authority (including related penalties and interest) from Company within thirty (30) days of such determination as long as Executive has taken all reasonable actions to minimize any such amounts. If any tax authority finally determines the Excise Tax to be less than the amount taken into account hereunder in calculating the Gross-up Amount, Executive shall repay to Company, within thirty (30) days of Executive’s receipt of a refund resulting from that determination, the portion of the Gross-up Amount attributable to such reduction (plus the refunded portion of Gross-up Amount attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-up Amount being repaid, less any additional income tax resulting from such refund).

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            (g) It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under 26 U.S.C. § 409A. The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of 26 U.S.C. § 409A if such action will only benefit the Executive. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. Should either party determine that there is a reasonable possibility that the text of this Agreement could give rise to such adverse tax consequences, the parties agree to negotiate in good faith to amend the Agreement to obviate the possibility of such consequences.
     6.      Confidential Information . “Confidential Information” means the Related Companies’ Trade Secrets (as defined below) and other material, ob

 
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