EMPLOYMENT AGREEMENT
This Employment Agreement
(“Agreement”) is entered into between Scott Fairbairn
(“Executive”), an individual, and Zeros & Ones,
Inc. (“Zeros & Ones”), a Nevada corporation,
effective January 1, 2007 (“Effective Date”).
Zeros & Ones and Executive wish to memorialize the terms
on which Executive is employed by Zeros & Ones, as described in
this Agreement.
1.
Title and Duties.
1.1
Title . Executive shall be employed as Chief Technology
Officer of Zeros & Ones, and he shall be a member of Zeros
& Ones’ Board of Directors. Executive shall also be
employed as Chief Executive Officer of RocketStream Holding Corp.
(“RocketStream”).
1.2
Duties . Subject to the
direction and supervision of the Board of Directors and any
committees created by the Board, with respect to Zeros & Ones,
Executive shall have the general powers and duties of supervision
and management usually vested in the Chief Technology Officer of a
corporation. Subject to the direction and supervision of the Board
of Directors and any committees created by the Board, with respect
to RocketStream, Executive shall have the general powers and duties
of supervision and management usually vested in the Chief Executive
Officer of a corporation.
2.
Compensation
2.1
Salary . Executive’s salary will be $250,000 per
year, less applicable tax and other customary payroll withholdings
and deductions. Executive’s salary will be payable every two
weeks or twice per month, on such basis as Zeros & Ones’
other salaried personnel generally are paid.
2.2
Performance Bonus
. Executive will be eligible to
participate in a senior executive bonus plan, providing an
opportunity for Executive to earn an additional 50% - 75% of his
salary amount as a bonus, to be adopted by the Board and for which
other senior executives are similarly eligible.
2.3
Benefits . Subject to the satisfaction of any general
eligibility criteria, Executive will be permitted to participate in
such benefits as Zeros & Ones offers to other senior executive
officers, subject to the terms of the applicable benefit plan.
Such benefits may include, for example, life, health, dental,
accident, disability, or other insurance programs; pension,
profit-sharing, 401(k), savings, or other retirement programs; but
Zeros & Ones is not obligated by this Agreement to adopt or
maintain any particular benefit programs. Executive shall be
entitled to four weeks of vacation per year, exclusive of Zeros
& Ones holidays.
2.4
Expense Reimbursement
. Zeros & Ones will pay directly or
advance funds to or reimburse Executive for reasonable travel and
other business expenses incurred by him in connection with the
performance of services under this Agreement in accordance with
Zeros & Ones’ general policies applicable to its other
senior executives, as those policies may be amended from time to
time, upon presentation of expense statements or vouchers or such
other supporting information as Zeros & Ones may reasonably
request.
3.
Term and Termination of
Employment
3.1
Term . The initial term of Executive’s
employment will be for two years from the Effective Date.
Unless Zeros & Ones gives written notice to Executive not
less than one year prior to the expiration of the employment term,
commencing on the date one year prior to such scheduled expiration,
the duration of the employment term shall be extended an additional
day for each day that passes, so that at any time, unless Zeros
& Ones has given written notice of termination, there will be
not less than one year remaining in the employment term.
3.2
Early Termination Without
Cause . Notwithstanding
Section 3.1, Zeros & Ones may terminate employment under this
Agreement at any time, without Cause, provided that it continues
nonetheless to compensate Executive for a period of one year
following such termination, with salary and benefits under Sections
2.1 and 2.3. Executive shall also be entitled to
reimbursement of otherwise allowable expenses incurred or committed
prior to the date of termination.
3.3
Early Termination With
Cause . Notwithstanding
Section 3.1 and Section 3.2, Zeros & Ones may terminate
employment under this Agreement at any time, for Cause, in which
case Executive shall be entitled to no additional cash compensation
other than salary and vacation pay accrued through the date of
termination, and reimbursement of otherwise allowable expenses
incurred or committed prior to the date of termination.
3.4
Death . The term of employment created by this
Agreement shall automatically terminate upon the death of
Executive. Upon termination due to death, Zeros & Ones shall
pay to Executive’s devisee, legatee, or if there is no such
designee, to his estate, the salary, vacation pay and expense
reimbursement accrued prior to death and the base pay and (to the
extent eligible) benefits under Sections 2.1 and 2.3 that
would have been payable for a period of one year following death.
The devisee, legatee or estate shall also be entitled
to reimbursement of otherwise allowable expenses incurred or
committed prior to the date of death.
_________________________________________________
Scott Fairbairn – ZROS Employment
Agreement
Page 2 of 7
3.5
Resignation Without Good
Reason . Executive may
resign at any time, but will use reasonable efforts to give not
less than 30 days prior notice of such resignation to Zeros &
Ones. Upon resignation, Executive shall be entitled to no
cash compensation other than salary and vacation pay accrued
through the effective date of resignation, and reimbursement of
otherwise allowable expenses incurred prior to the effective date
of the resignation, or committed prior to the date that such
resignation is tendered.
3.6
Resignation With Good
Reason . Executive may
resign with Good Reason, in which case Zeros & Ones shall
continue to compensate Executive for a period of one year following
such resignation, with salary and benefits under Sections 2.1 and
2.3. Executive shall also be entitled to reimbursement of
otherwise allowable expenses incurred or committed prior to the
date of resignation.
4.
Equity
4.1
Grant . Zeros & Ones shall grant
