Exhibit 10.2
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 Delaware (hereafter referred to as "Employer") and
Heber C. Maughan, 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 on 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 Chief Financial 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 Chief Financial Officer 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 Chief
Financial 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 5 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, 2013.
3. Duties During the Period of Employment
.
Employee shall devote his time, 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,
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 Apri
