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EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") dated
December 4, 2006 by and between Phantom Entertainment, Inc., a
Delaware corporation (the "Company"), and Terrance Taylor, an
individual (the "Employee").
The Company desires to employ the Employee, and
the Employee wishes to accept such employment with the Company,
upon the terms and conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the foregoing
facts and mutual agreements set forth below, the parties, intending
to be legally bound, agree as follows:
1. Employment .
The Company hereby agrees to employ Employee, and Employee hereby
accepts such employment and agrees to perform Employee’s
duties and responsibilities in accordance with the terms and
conditions hereinafter set forth.
1.1 Duties and
Responsibilities . Employee shall serve as Controller and
Treasurer. During the Employment Term, Employee shall perform all
duties and accept all responsibilities incident to such positions
and other appropriate duties as may be assigned to Employee by the
Company’s Chief Executive Officers and Board of Directors
from time to time. The Company shall retain full direction and
control of the manner, means and methods by which Employee performs
the services for which he is employed hereunder and of the place or
places at which such services shall be rendered.
1.2 Employment
Term . The term of Employee’s employment under this
Agreement shall commence as of December 6, 2006 (the "Effective
Date") and shall continue for 12 months, unless earlier terminated
in accordance with Section 4 hereof. The term of Employee’s
employment shall be automatically renewed for successive one (1)
year periods until the Employee or the Company delivers to the
other party a written notice of their intent not to renew the
"Employment Term," such written notice to be delivered at least
sixty (60) days prior to the expiration of the then-effective
"Employment Term" as that term is defined below. The period
commencing as of the Effective Date and ending 12 months thereafter
or such later date to which the term of Employee’s employment
under the Agreement shall have been extended by mutual written
Agreement is referred to herein as the "Employment
Term."
1.3 Extent of
Service . During the Employment Term, Employee agrees to use
Employee’s best efforts to carry out the duties and
responsibilities under Section 1.1 hereof and to devote
substantially all Employee’s business time, attention and
energy thereto. Employee further agrees not to work either on a
part-time or independent contracting basis for any other business
or enterprise during the Employment Term without the prior written
consent of the Company’s Board of Directors (the "Board"),
which consent shall not be unreasonably withheld.
1.4 Base Salary .
The Company shall pay Employee a base salary (the "Base Salary") at
the annual rate of $150,000 (U.S.), payable at such times as the
Company customarily pays its other senior level Employees (but in
any event no less often than monthly). The Base
Salary shall be subject to all state, federal,
and local payroll tax withholding and any other withholdings
required by law.
1.5 Incentive
Compensation . Employee shall be eligible to earn a cash bonus
of up to $37,500 (representing three (3) months Base Salary) at the
sole discretion of the Board of Directors, to be based upon certain
performance or operational-based milestones.
1.6 Signing Bonus
. The Company agrees to issue to Employee an aggregate five million
(5,000,000) shares of the Company’s common stock within five
(5) business days from the date of execution of this Agreement as a
signing bonus.
1.7 Other Benefits
. During the Employment Term, Employee shall be entitled to
participate in all employee benefit plans and programs made
available to the Company’s senior level Employees as a group
or to its employees generally, as such plans or programs may be in
effect from time to time (the "Benefit Coverages"), including,
without limitation, medical, dental, hospitalization, short-term
and long-term disability and life insurance plans, accidental death
and dismemberment protection and travel accident insurance.
Employee shall be provided office space adequate for the
performance of his duties.
1.8 Reimbursement of
Expenses; Vacation; Sick Days and Personal Days . Employee
shall be provided with reimbursement of expenses related to
Employee’s employment by the Company on a basis no less
favorable than that which may be authorized from time to time by
the Board, in its sole discretion, for senior level Employees as a
group. Employee shall be entitled to vacation and holidays in
accordance with the Company’s normal personnel policies for
senior level Employees, but not less than two (2) weeks of vacation
per calendar year, provided Employee shall not utilize more than
two (2) consecutive business days without the express consent of
the Chief Executive Officer. Unused vacation time will be forfeited
as of December 31 of each calendar year of the Employment Term.
Employee shall be entitled to no more than an aggregate of twelve
(12) sick days and personal days per calendar year.
1.9 No Other
Compensation . Except as expressly provided in Sections 1.4
through 1.7, Employee shall not be entitled to any other
compensation or benefits.
2. Confidential
Information . Employee recognizes and acknowledges that by
reason of Employee’s employment by and service to the Company
before, during and, if applicable, after the Employment Term,
Employee will have access to certain confidential and proprietary
information relating to the Company’s business, which may
include, but is not limited to, trade secrets, trade "know-how,"
product development techniques and plans, formulas, customer lists
and addresses, financing services, funding programs, cost and
pricing information, marketing and sales techniques, strategy and
programs, computer programs and software and financial information
(collectively referred to as "Confidential Information"). Employee
acknowledges that such Confidential Information is a valuable and
unique asset of the Company and Employee covenants that he will
not, unless expressly authorized in writing by the Company, at any
time during the course of Employee’s employment use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation except in connection
with the performance of Employee’s duties for the Company and
in a manner consistent with the
Company’s policies regarding Confidential
Information. Employee also covenants that at any time after the
termination of such employment, directly or indirectly, he will not
use any Confidential Information or divulge or disclose any
Confidential Information to any person, firm or corporation, unless
such information is in
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