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EXHIBIT 10.1
CONFIDENTIAL
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("AGREEMENT") made as of
September
6, 2005 (the "EFFECTIVE DATE"), by and
between Innofone.com, Inc., a Nevada
corporation, having its principal office at
3470 Onley-Laytonsville Road, Suite
118, Olney, MD 20832 ("EMPLOYE ") or
("COMPANY"), and Gerard N. Casale, Jr.,
residing at 1158 26th Street, No. 325,
Santa Monica, CA 90403 ("EXECUTIVE").
WITNESSETH
WHEREAS, Employer is a publicly traded company currently listed on
the
OTC:BB and in the business, through a
recent merger with IPv6, Summit, Inc., of
developing high-technology involving the
next generation of the Internet and
related technologies;
WHEREAS, Executive is highly skilled as a corporate attorney;
and
WHEREAS, Employer desires to employ Executive, and Executive
desires to
be employed by Employer, to perform the
services set forth herein.
NOW, THEREFORE, in consideration of the premises and of the
mutual
covenants herein contained, the
parties hereby agree as follows:
1.
EMPLOYMENT.
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Employer hereby employs Executive, and Executive accepts
employment
with Employer, pursuant to the terms and
conditions of this Agreement.
2.
POSITION AND TITLE; DUTIES.
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A. During the INITIAL PART-TIME TERM (as hereinafter defined),
Executive shall have the position and title
of CORPORATE COUNSEL to Employer.
During the TERM (as defined) thereafter,
Executive shall have the position and
title of VP BUSINESS AND LEGAL AFFAIRS of
Employer. Executive shall in no way be
considered an officer or director of
Employer until such time as Employer
maintains directors' and officers'
insurance as appropriate for a public company
at which time Executive's title may change
to VP Business and Legal Affairs at
the mutual consent of the parties. In each
such capacity, Executive shall
perform the following duties, first on a
part-time, "as needed", basis for
Employer during the Initial Part-Time Term
and thereafter during the Term on a
full-time basis:
(i) Participate in the planning of Employer's strategic and
business plans;
(ii) Be responsible for overseeing the Employer's legal
transaction and managing all professional output including the
review
and
overseeing of Employer's SEC counsel, litigation counsel (as
necessary), patent counsel and other forms of legal services;
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(iii) Be responsible for all actual CORPORATE LEGAL SERVICES
for Employer which shall include contracts, due diligence for
mergers
and acquisitions, purchase agreements, merger agreements, sales
agreements, Company policy implementation, internal agreements,
disputes prior to actual litigation, stock option plans,
employment
matters, financings and as required;
(iv) Be responsible for overseeing the compliance of the
Employer with the requirements of regulatory agencies;
(v) Contribute to the development of leads for acquisitions
and growth; and
(vi) Perform such other duties as are reasonably associated
with such position and such other duties consistent therewith as
may
reasonably be requested by Employer.
B. Executive shall notify Employer in writing promptly, but in no
event
later than five (5) days, after Executive
has received notice of any of the
following:
(i) Executive's license to practice law in any state or
jurisdiction is suspended, revoked, terminated or made subject to
any
conditions or restriction;
(ii) Executive becomes the subject of a disciplinary
proceeding or action, or the subject of any investigation, sanction
or
similar action by any federal, state or private peer review
organization or agency, or the subject of an audit or similar
proceeding by State Bar association; or
(iii) any event occurs that substantially interrupts all or a
portion of Executive's professional practice or that materially
adversely affects Executive's ability to perform his duties under
this
Agreement.
C. As disclosed to Employer and with Employer's full knowledge,
the
Executive maintains business interests
outside the scope of those covered in
this Agreement including those activities
as owner of Casale Alliance, LLP
("Other Activities"). In addition to any
coverages for insurance provided by
Employer for Executive, Executive may
maintain his own professional liability
policy as necessary to facilitate any Other
Activities. Regardless of Other
Activities, Executive shall devote such of
his business time, attention,
knowledge, skill and energy to the business
and affairs of the Employer during
the Initial Term and Term as necessary to
fulfill his obligations hereunder, and
shall use his best efforts and abilities to
promote the Employer's interests and
as necessary to fulfill his obligations
under SECTION 2.B.
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3.
COMPENSATION.
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A. Executive is deemed to be an employee of Employer for all
purposes
as provided by law, including for purposes
of federal law and for purposes of
state law related to taxes unemployment
compensation, salary, benefits, and
workers' compensation. As compensation for
services rendered by Executive while
employed hereunder, Employer will pay
Executive the compensation set forth
below:
(i) During the INITIAL PART-TIME TERM, the Employer shall pay
Executive the SALARY of One Hundred and Forty-Two Thousand Five
Hundred
Dollars ($142,500) per annum as compensation (the "Compensation").
The
Compensation shall be paid in regular bi-weekly payments, in
accordance
with Employer's salary payment procedures as in effect from time
to
time. The Compensation shall be subject to withholding and
deductions
for all applicable taxes. In addition, Employer shall provide
Executive
a BONUS PACKAGE of compensation during the Initial Term as
follows:
a) 50,000 shares of RESTRICTED COMMON STOCK or
options to purchase common stock (to be determined
solely at Executives election) on execution hereof.
Such common stock shall carry piggy-back
registration rights and as such shall be added to
the then
next-filed Registration Statement of the
Company so long as approved by any underwriter to
same, if any;
(ii) During any Renewal Term, Executive will be paid salary
Compensation and Bonus as mutually agreed by the parties, provided
that
Executive's Compensation shall be no less than the rate of
full-time
salary provided for under Section 3 (iii) hereunder.
(iii) During the TERM (UPON WHICH EXECUTIVE SHALL BECOME A
FULL-TIME EMPLOYEE), which shall commence on the mutual agreement
of
the parties and is anticipated to be on or before December 1, 2005,
the
Employer shall pay Executive the salary of Two Hundred and
Eighty-Five
Thousand Dollars ($285,000) per annum as compensation (the
"COMPENSATION"). The Compensation shall be paid in regular
bi-weekly
payments, in accordance with Employer's salary payment procedures
as in
effect from time to time. The Compensation shall be subject to
withholding and deductions for all applicable taxes. In
addition,
Employer shall provide Executive a BONUS PACKAGE during the Term
as
follows:
(1) 100,000 shares of RESTRICTED COMMON STOCK or
options to purchase common stock (to be determined solely at
Executives election) on commencement of the Term hereof
carrying piggyback registration rights;
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(2) A cash and/or equity bonus at intervals and as a
percentage of salary parri passu to that received, if any, by
the CEO of Employer. Such bonus to be decided upon the good
faith, mutual agreement of the parties no later than December
31 of each year hereof the Term and based generally on the
performance of Employer in relation to its stated business
goals and/or as set by any Compensation Committee of Employer,
if any.
(iv) Commencing on the Part-Time Term start-date, Executive
shall be eligible at Executive's election to participate in any
bonus
or incentive programs on the same terms as instituted for key
employees
of Employer. Also commencing on the Initial Part-Time Term
execution
date, Employee shall be issued 600,000 RESTRICTED COMMON STOCK
SHARES
OR OPTIONS to purchase common stock of the Company ("Additional
Compensation"). Should such additional compensation be taken by
Executive in the form of options, such options shall have an
exercise
price equal to $0.50 per share. Executive may use cashless exercise
as
a form of exercise for any options hereunder this Agreement per
the
formula last agreed to under any Company financing arrangement, if
any.
Regardless of form of compensation accepted by Executive, such
Additional Compensation shall vest over a THREE (3 YEAR TERM in
equal
monthly installments commencing on the Initial Part-Time Term
start-date so long as this Agreement is effective. Any and all
such
Additional Compensation vesting shall accelerate should Executive
be
terminated for any reason other than for cause as defined herein
or
upon mutual agreement of the parties.
