Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT , dated as of April 1, 2008, by and between
InnerLight Holdings, Inc., a corporation organized under the laws
of the State of Deleware (hereafter referred to as "Employer") and
Kevin P. Brogan, an individual (hereafter referred to as
"Employee").
In
consideration of the mutual covenants herein contained, and other
good and valuable consideration, the parties hereto agree as
follows:
(a) Employer hereby agrees to employ Employee, and
Employee agrees to serve as an employee of Employer or as an
employee of one or more of its subsidiaries, during the Period of
Employment, as defined in Section 2, in such executive capacity as
is set forth herein. During the Period of Employment,
Employee also agrees to serve as Chairman of the Board of Directors
of Employer, as well as a member of any committee of the Board of
Directors of the Employer to which Employee may be elected or
appointed. Employer agrees to take the steps necessary
to facilitate the election of Employee to the Board of Directors of
Employer as soon as possible after the execution of this
Agreement. At its meeting held on the 1st day of April,
2008, the Board of Directors of Employer elected Employee to the
additional posts of President and Chief Executive Officer of
Employer effective as of the date of this Agreement. It
is the intention of the Board of Directors to reelect Employee to
such positions during the balance of the Period of Employment.
(b) If after the annual meeting of the Board of
Directors of Employer or at any time thereafter during the Period
of Employment, the Board of Directors fails, without Employee's
consent, to elect or reelect Employee as President and Chief
Executive of Employer and as a Director of Employer, or removes
Employee from such offices or directorship, or if at any time
during the Period of Employment, Employee shall fail to be vested
by the Board of Directors of Employer with the power and authority
of President and Chief Executive Officer of Employer or Employee
shall lose any significant duties or responsibilities attending
such offices, Employee shall have the right by written notice to
Employer to terminate his services hereunder, effective as of the
last day of the month of receipt of such notice, in which event the
Period of Employment, as hereinafter defined, shall so terminate on
such last day of the month; such termination under such
circumstances shall be deemed pursuant to paragraph (a) of Section
6 hereof as a termination by Employer other than for material
breach or just cause with all of the consequences which flow from
such termination.
2. Period of Employment .
The
"Period of Employment" shall be the period commencing on the 1st
day of April, 2008 and ending on the 31st day of March, 2018, and
the period of any extensions thereof in accordance with the further
provisions of this Section. The Period of Employment
shall be extended automatically without further action by either
party for successive one-year periods, not to exceed ten (10) such
periods, beginning on the 1st day of April, in the year 2018, and
ending on the 31st day of March in the year 2028, unless either
party shall have served written notice in accordance with the
provisions of Section 10 hereof upon the other party not less than
sixty (60) days prior to the 31st day of March in the year 2018, of
its or his intention that the Period of Employment under this
Agreement shall terminate.
3. Duties During the Period of Employment
.
Employee shall devote his attention and best efforts to the affairs
of Employer and its subsidiaries during the Period of Employment,
provided, however, that Employee may engage in other
activities, such as activities involving charitable, educational,
religious and similar types of organizations, speaking engagements,
membership on the Board of Directors of other organizations (as
Employer may from time to time agree to), and similar type
activities to the extent that such other activities do not inhibit
or prohibit the performance of his duties under this Agreement, or
conflict in any material way with the business of Employer and its
subsidiaries.
4. Current Cash Compensation .
(a) Base Annual Salary . Employer
will pay to Employee during the Period of Employment commencing on
the 1st day of April, 2008 a base annual salary of $300,000.00
payable in substantially equal bi-weekly installments during each
calendar year, or portion thereof, of the Period of Employment. It
is agreed that Employee will receive a minimum 20% increase in base
salary every year thereafter during the Period of Employment ending
on the 31st day of March, 2018; provided, however, it is
agreed between the parties that the Employer shall review annually,
and in light of such review may, in the discretion of the Board of
Directors, increase further such base annual salary taking into
account Employee's then responsibilities, increase in the cost of
living, increases in compensation of other executives of Employer
and its subsidiaries, increases in salaries of executives of other
corporations, performance by Employee, and other pertinent
factors.
(b) Bonus . During the Period of
Employment, Employer, in its sole discretion, will ward Employee an
annual bonus based on his performance and other factors;
provided, however, that Employer will pay Employee a minimum
annual bonus in respect of his services for each calendar year of
$60,000.00. If the Period of Employment should terminate
other than at the end of a calendar year, Employer will pay
Employee as his last bonus a minimum of that portion of $60,000.00
prorated over the number of complete months of service during the
last calendar year of service; provided, however, that the
minimum bonus for 2008 shall be $60,000.00 regardless of whether
the Period of Employment shall terminate during
2008. While not being legally required to pay any bonus
in excess of the minimum bonus, Employer agrees to take into
account, in determining the amount of the annual bonus, the factors
described in paragraph (a) hereof. The bonus in respect
of any calendar year shall be paid on or before the 15th day of
March of the succeeding calendar year.
5. Other Employee Benefit
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