EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement, dated
August 6 th
, 2008 (the " Commencement
Date "), is between Sunburst Acquisitions III, Inc. , a
Colorado corporation (the " Company ") and Robert
Brooke , an individual residing at 5412 W. 149
th Place, Unit 1, Hawthorne, California ("
Executive ").
1. Position
and Responsibilities
(a) Position.
Executive is employed by the Company
to render services to the Company in the position of Chief
Executive Officer . Executive shall perform such
duties and responsibilities as are normally related to such
position in accordance with the standards of the industry and any
additional duties now or hereafter assigned to Executive by the
Company. Executive shall abide by the rules, regulations, and
practices as adopted or modified from time to time in the
Company’s sole discretion.
(b) No Conflict.
Executive represents and warrants
that Executive's execution of this Agreement, Executive's
employment with the Company, and the performance of Executive's
proposed duties under this Agreement shall not violate any
obligations Executive may have to any other employer, person or
entity, including any obligations with respect to proprietary or
confidential information of any other person or entity.
(c) Term. The term of employment of Executive by the
Company pursuant to this Employment Agreement shall be for the
period commencing on the Commencement Date and ending on the two
year anniversary of the Commencement Date, or such earlier date
that Employee's employment is terminated in accordance with the
provisions of this Employment Agreement.
2.
Compensation and Benefits
(a) Base Salary.
In consideration of the services to
be rendered under this Agreement, the Company shall pay Executive a
salary no less than Seventy-five Thousand Dollars ($75,000) per
year (" Base Salary "). The Base Salary shall be paid in
accordance with the Company's regularly established payroll
practice. Executive's Base Salary will be reviewed from
time to time in accordance with the established procedures of the
Company for adjusting salaries for similarly situated employees and
may be adjusted in the sole discretion of the Company.
(b) Stock
Options. The
Executive is entitled to an option to purchase One
Hundred Seventy Million Forty-Six Thousand (170,046,000) shares of
the common stock of the Company. The price per share of
the option is $0.00001. The option will expire on August
6 th
, 2013, will vest in full
immediately, and will be issued as soon as practicable after
sufficient common shares have been authorized under the
Company’s Articles of Incorporation. The shares
underlying the option shall have piggyback registration
rights. The Executive’s entitlement to any stock
options is conditioned upon Executive’s signing of a separate
stock option agreement. The Executive may also receive
additional stock option grants pursuant to a Company stock option
plan.
(c) Benefits.
Executive shall be eligible to
participate in the benefits made generally available by the Company
to similarly-situated Executives, in accordance with the benefit
plans established by the Company, and as may be amended from time
to time in the Company's sole discretion. With respect
to medical insurance, Executive shall be eligible for full medical
benefits under the Company's medical benefits plan, or equivalent
medical coverage at the Company's cost.
(d) Expenses.
The Company shall reimburse
Executive for reasonable business expenses incurred in the
performance of Executive's duties hereunder in accordance with the
Company's expense reimbursement guidelines.
(e) Right to
Renegotiate. The Executive shall have the right
to renegotiate this section, Section 2 regarding Compensation and
Benefits, in part or in its entirety.
3. At-Will
Employment; Termination By Company
(a) At-Will Termination by
Company. The employment
of Executive shall be "at-will" at all times. The
Company may terminate Executive's employment with the Company at
any time, without any advance notice, for any reason or no reason
at all, notwithstanding anything to the contrary contained in or
arising from any statements, policies or practices of the Company
relating to the employment, discipline or termination of its
employees. Upon and after such termination, all
obligations of the Company under this Agreement shall cease, unless
Executive's employment is terminated without Cause, in which case
Company shall provide Executive with the severance benefits
described in Section 3(b) below.
(b) Severance.
Except in situations where the
employment of Executive is terminated For Cause, By Death or By
Disability (as defined in Section 4 below), in the event that the
Company terminates the employment of Executive at any time,
Executive will be eligible to receive an amount equal to twelve
(12) months of the then-current Base Salary of the Executive
payable in the form of salary continuation. Such
Severance shall be reduced by any remuneration paid to Executive
because of Executive's employment or self-employment during the
severance period. Executive shall not be entitled to any
severance payments if Executive's employment is terminated For
Cause, By Death or By Disability (as defined in Section 4 below) or
if Executive's employment is terminated by Executive (in accordance
with Section 5 below).
4. Other
Terminations By Company
(a) Termination for
Cause. For purposes of
this Agreement, " For Cause " shall mean: (i) Executive
commits a crime involving dishonesty, breach of trust, or physical
harm to any person; (ii) Executive willfully engages in conduct
that is in bad faith and materially injurious to the Company,
including but not limited to, misappropriation of trade secrets,
fraud or embezzlement; (iii) Executive commits a material breach of
this Agreement, which breach is not cured within twenty (30) days
after written notice to Executive from the Company; (iv) Executive
willfully refuses to implement or follow a lawful policy or
directive of the Company, which breach is not cured within twenty
(30) days after written notice to Executive from the Company; or
(v) Executive engages in misfeasance or malfeasance demonstrated by
a pattern of failure to perform job duties diligently and
professionally. The Company may terminate Executive's
employment For Cause at any time, without any advance
notice. The Company shall pay to Executive all
compensation to which Executive is entitled up through the date of
termination, subject to any other rights or remedies of Employer
under law; and thereafter all obligations of the Company under this
Agreement shall cease.
(b) By Death.
Executive's employment shall
terminate automatically upon Executive's death. The
Company shall pay to Executive's beneficiaries or estate, as
appropriate, any compensation then due and
owing. Thereafter all obligations of the Company under
this Agreement shall cease. Nothing in this Section
shall affect any entitlement of Executive's heirs or devisees to
the benefits of any life insurance plan or other applicable
benefits.
(c) By Disability.
If Executive becomes eligible for
the Company's long term disability benefits or if, in the sole
opinion of the Company, Executive is unable to carry out the
responsibilities and functions of the position held by Executive by
reason of any physical or mental impairment for more than ninety
(90) consecutive days or more than one hundred and twenty days
(120) in any twelve-month period, then, to the extent permitted by
law, the Company may terminate Executive's
employment. The Company shall pay to Executive all
compensation to which Executive is entitled up through the date of
termination, and thereafter all obligations of the Company under
this Agreement shall cease. Nothing in this Section
shall affect Executive's rights under any disability plan in which
Executive is a participant.
5.
Termination By Executive
(a) At-Will Termination by
Executive. Executive may
terminate employment with the Company at any time for any reason or
no reason at all, upon four weeks' advance written notice. During
such notice period Executive shall continue to diligently perform
all of Executive's duties hereunder. The Company shall
have the option, in its sole discretion, to make Executive's
termination effective at any time prior to the end of such notice
period as long as the Company pays Executive all compensation to
which Executive is entitled up through the last day of the four
week notice period. Thereafter all obligations of the Company shall
cease.
(b) Termination for Good Reason
After Change of Control. Executive's termination shall be for " Good
Reason " if Executive provides written notice to the Company of
the Good Reason within thirty (30) days of the event constituting
Good Reason and provides the Company with a period of twenty (20)
days to cure the event constituting Good Reason and the Company
fails to cure the Good Reason within that period. For
purposes of this Agreement, " Good Reason " shall mean any
of the following events if (i) the event is effected by the Company
without the consent of Executive and (ii) such event occurs
within six (6) months following a Change in Control (as hereinafter
defined): (A) a change in Ex
