Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment
Agreement (“Agreement”) is made and deemed effective as
of September 26, 2008, by and between Tech Power, Inc., a Nevada
corporation (“TCPW”), on one side, and Matthew J.
Marcus (“Executive”), on the other side, with reference
to the herein recitals, terms and conditions.
RECITALS
WHEREAS, Executive is negotiating
the purchase of 40,000,000 (forty million) shares of TCPW’s
common stock valued at $0.01 per share or $400,000.00 from the
Company and Executive will thereby gain a significant equity
position thereby;
WHEREAS, TCPW recognizes the
experience and knowledge of Executive in matters relating to the
TCPW’s future business activities as a public company, and
further, recognizes that it is in the best interests of TCPW to
retain the services of Executive;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Agreement,
it is hereby agreed as follows:
AGREEMENT
Employment.
TCPW hereby employs Executive as
TCPW’s Chairman of the Board and Chief Executive Officer, and
Executive hereby accepts employment by TCPW in accordance with the
terms and conditions set forth in this Agreement.
Term.
Executive’s initial term of
employment and the services to be provided hereunder shall commence
on September 26 th , 2008 and continue for a period of
one (1) year from such date (the “Initial Term”),
subject to earlier termination as hereinafter provided.
Compensation.
TCPW shall pay Executive the
following aggregate compensation for all services rendered by him
to TCPW under this Agreement:
3.1 Base
Salary.
TCPW shall pay Executive a base
salary during the term of this Agreement commencing at the rate of
one hundred thousand dollars ($100,000) per annum (the “Base
Salary”). The Base Salary shall be payable in arrears, in
substantially equal monthly installments or more frequently in
accordance with the policies of TCPW. TCPW shall review
Executive’s base salary bi-annually with Executive for the
purpose of determining a reasonable increase based on
Executive’s service and performance, taking into
consideration a good-faith assessment of any other incentive and/or
bonus plans to which Executive may be a party. Such review shall be
in accordance with TCPW’s policies and practices with other
executives in similar positions with TCPW and its subsidiaries, if
any. Notwithstanding the foregoing, any increase in
Executive’s Base Salary shall be determined by TCPW at its
sole discretion. In the event that TCPW is not able to pay the
Executive’s salary in cash, the Executive’s salary will
accrue and may be converted into common stock at a discount to the
trading market value. Market Value will be the average closing
price of TCPW common stock over the preceding 30 day
period.
3.2 Annual
Bonus.
TCPW shall pay Executive an
annual bonus (the “Annual Bonus”) in a minimum amount
of twenty five percent (25%) of Executive’s annual Base
Salary based on the achievement of certain predetermined
quantitative and qualitative goals related to the operating
performance of TCPW as mutually determined and agreed upon by
Executive and TCPW and in accordance with TCPW’s policies and
practices.
3.3 Payment of Annual
Bonus.
Executive’s Annual Bonus
for each fiscal year shall be determined as soon as practicable
following the end of each fiscal year, but in no event later than
sixty (60) days following the end of each fiscal year. Any Annual
Bonus due to Executive shall be paid promptly upon its final
determination. TCPW shall cause and arrange to provide Executive
with an annual statement showing the manner in which the Annual
Bonus was calculated.
3.4 Other
Benefits.
Executive shall be entitled to
participate, to the full extent eligible and available in
accordance with the terms of the program in which he desires to
participate in all group life and medical insurance programs which
TCPW shall from time to time have for the benefit of its officers,
directors and/or employees, subject to the rules and requirements
then in effect regarding participation of executives or employees
therein. Executive shall also be entitled to participate in any
management compensation and benefit program on a basis similar to
that which is made available to other members of TCPW’s
management team operating in a similar capacity as the Executive.
TCPW reserves the right to modify, terminate, and/or reduce
benefits at any time, provided such modification, termination
and/or reduction is applied to all other members of the management
team operating in a similar capacity as Executive.
Duties of Executive.
4.1 Business
Development/Operations.
Subject to the oversight and
direction of the TCPW’s board of directors, Executive shall
be responsible for managing and developing all aspects of
TCPW’s operations and business development
affairs.
4.2 Additions and
Changes.
Executive shall perform such
reasonable additional work as may be required by TCPW from time to
time under the terms and conditions and according to the
directions, instructions and control of TCPW’s board of
directors.
4.3 Best
Efforts.
Executive shall devote his best
skill, effort and attention to his duties set forth herein and to
further enhance and develop TCPW’s business affairs,
interests and welfare. Executive shall be entitled to perform his
duties from whatever location he deems appropriate.
4.4
Policies.
Executive shall adhere to the
employment policies of TCPW in effect from time to time. References
to the policies or practices of TCPW shall mean its policies or
practices of which Executive has notice as in effect and modified
from time to time.
4.5 Other
Employment.
Executive may engage in other
employment without prior written consent of TCPW. Further, this
provision shall not be construed to prevent the Executive from
personally, and for Executive’s own account, owning,
managing, investing or trading in real estate, stocks, bonds,
securities, commodities, or any other forms of investment, so long
as such owning, managing, investing or trading is not in
competition with TCPW and does not interfere with the performance
of Executive’s duties hereunder. However, Executive is not
required to devote his full time to TCPW.
Expenses.
TCPW shall reimburse Executive
for reasonable and necessary business expenses in accordance with
the expense reimbursement policies and practices of TCPW and in
accordance with a predetermined budget to be approved by the board
of directors of TCPW.
Director’s and Officer’s
Insurance.
TCPW shall be required to
maintain, for the benefit of Executive, a director’s and
officer’s policy of insurance.
Fringe Benefits.
TCPW shall provide Executive with
all fringe benefits regularly provided to other similarly situated
officers, directors of TCPW, generally and with such other fringe
benefits as the Executive and TCPW shall mutually agree upon in
writing.
7.1
Vacation.
TCPW shall provide
Executive with two (2) weeks of paid vacation as well as holidays
in accordance with TCPW’s policies.
7.2
Insurance.
TCPW shall provide Executive with
family health insurance pursuant to TCPW’s health insurance
plan if one exists and in accordance with the policies and
practices of TCPW.
Termination.
8.1 Termination with
Cause.
TCPW may terminate Executive
“with cause” without notice, for reason of
Executive’s (i) misappropriation or embezzlement of funds of
TCPW, (ii) intentional misrepresentation of a product or service
offer
