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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: DigitalPost Interactive, Inc, Inc You are currently viewing:
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DigitalPost Interactive, Inc, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 2/1/2007

EMPLOYMENT AGREEMENT, Parties: digitalpost interactive  inc  inc
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EXHIBIT 10.4
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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 30, 2007 (the
"Date of this Agreement"), is made by and between DigitalPost Interactive, Inc.,
a Nevada corporation (the "Employer"), and Michael Sawtell (the "Executive").

WHEREAS, the Employer wishes to employ the Executive on the terms set
forth below.

WHEREAS, Executive wishes to accept such employment.

Accordingly, the parties hereto agree as follows:

1. Term. The Employer hereby employs the Executive, and the Executive
hereby accepts such employment, for an initial term commencing as of the Date of
this Agreement and ending on the fifth anniversary of such date, unless sooner
terminated in accordance with the provisions below, and in Section 4 or Section
5; with such employment to continue thereafter for successive one-year periods
in accordance with the terms of this Agreement on each anniversary of the Date
of this Agreement (subject to termination as aforesaid) unless either party
notifies the other party in writing not less than thirty (30) days before
expiration of the initial term and each annual renewal thereof (the period
during which the Executive is employed hereunder being hereinafter referred to
as the "Term") of an intent not to renew this Agreement. To the extent Employer
does not obtain a minimum of $2,000,000 in financing within 90 days of the Date
of this Agreement ("Floor Amount"), this agreement shall terminate on such 90th
day, except for Section 3.3 which shall remain valid pursuant to the terms of
this Agreement. If financing of at least $2,000,000 is obtained by the Company
within the 90 days of the Date of this Agreement, then this Agreement shall
remain valid and in full force.

2. Duties. During the Term, the Executive shall be employed by the
Employer as its Chief Executive Officer ("CEO"), and as such, the Executive
shall faithfully perform for the Employer the duties and have the powers
customary for such position, including general financial oversight of the
Employer's operations and preservation of the Company's assets. During the Term,
the Executive shall be required to report to the Board of Directors of the
Employer (the "BOD"). The Executive shall devote substantially all of his
business time and effort to the performance of his duties hereunder, and shall
work primarily at the Employer's main business offices.

3. Compensation.

3.1 Salary. The Employer shall pay the Executive during the Term a
salary at the rate of Two Hundred Ten Thousand Dollars ($210,000) per annum (the
"Annual Salary"), in accordance with the customary payroll practices of the
Employer applicable to senior executives, provided the payments are no less
frequent than monthly (or, if there is no such policy, payments shall be
semi-monthly). The Annual Salary shall be annually reviewed by the Employer for




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possible increases. The Annual Salary shall be subject to possible further
increase from time to time in the discretion of the BOD or such committee of the
Board as they shall designate for such purpose from time to time. Any increased
Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof.
The Executive's Annual Salary shall not be decreased without his prior written
consent at any time during the Term.

3.2 Incentive Compensation. During the Term, the Executive shall be
eligible to receive, in addition to his Annual Salary, an annual bonus (the
"Bonus") of up to 30% of the Annual Salary. The amount of such Bonus and any
performance standards or goals required to be attained in order to receive such
Bonus shall be set by the BOD or such committee of the Board as they shall
designate for such purpose from time to time based on, but not limited to, any
of the following criteria: (i)amount of capital raised for the Employer; (ii)
positioning of the Employer for a secondary public offering of the Employer's
common stock or transfer of listing to a national exchange; (iii) valuation
attained for the Employer, as measured by arm's length investment transactions
or market capitalization; (iv) periodic revenues as measured by total
transaction dollars; and (v) entering into key strategic relationships. The
Bonus shall be declared on or before the thirtieth day following each quarterly
period, and paid not later than the last business day of the quarter following
the quarter for which the Bonus is being paid. Paid bonus as defined in this
section 3.2 only is subject to final approval of the board of directors.

3.3 Stock Options. The Executive was granted options (the "Options")
to purchase Three Million (3,000,000) shares [pre-merger basis] of the common
stock of the Employer pursuant to a previous stock option agreement with
Executive dated November 13, 2006, which, at the option of the Executive as of
their date of grant, may be intended to qualify as "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended. Such options shall have an exercise price per share as stated in the
stock option agreement, which is equal to or exceeds the agreed fair market
value of shares of Employer's stock as of the date of the stock option
agreement. Such Options shall vest according to the stock option agreement.
Pursuant to the stock option agreement dated November 13, 2006, as a result of
the merger on or about January 29, 2007, 50% (or 1,500,000) of the option to
purchase 3,000,000 shares were fully vested as of the date of this agreement. As
such, further accelerated vesting discussed below will be calculated on the
remaining 1,500,000 unvested option shares. The vesting period shall be subject
to possible acceleration in the discretion of the BOD or such committee of the
Board as they shall designate for such purpose from time to time. Such options
shall become fully vested immediately upon (i) a Change of Control, defined
below, of the Employer, or (ii) a termination of the executive by Employer
without Cause (defined in Section 5.1(a) below, or a resignation by Executive
for Good Reason (defined in Section 5.2(a) below), if the same occurs within 120
days prior to the execution and delivery of an acquisition, merger,
consolidation or other agreement which results in a Change of Control. For
purposes of this Agreement "Change of Control" shall be deemed to have occurred
if, as a result of a tender offer, other acquisition, merger, consolidation or


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sale or transfer of assets, any person(s) (as used in Sections 13(d) or 14(d) of
the Securities Exchange Act of 1934 ("SEA")) becomes the beneficial owner (as
defined in Rule 13(d)-3 of the SEA) of a total of fifty percent (50%) or more of
either the outstanding shares of Employer's stock or Employer's assets;
provided, however, that a change of control shall not be deemed to have occurred
if a person who beneficially owned 50% or more of the Employer's stock as of the
effective date of this Agreement continued to do so during the term of this
Agreement. The terms of this Section 3.3 shall be included in the applicable
stock option agreement between Employer and Executive relating to the issuance
of the Options.

3.4 Benefits. Except otherwise provided herein, the Executive shall
be entitled to participate in any group life, medical or disability insurance
plans, health programs, retirement plans, fringe benefit programs and similar
benefits that may be available to other senior executives of the Employer
generally, on the same terms as such other executives, to the extent that the
Executive is eligible under the terms of such plans or programs as they may be
in effect from time to time. Employer will provide coverage for the Executive
under the Employer's health benefits plan and will pay 100% of the
cost of spouse or dependent coverage. Coverage under the health benefits plan
will be in effect commencing with the first month following ninety (90) days of
employment.

3.5 Expenses. The Employer shall pay or reimburse the Executive for
all ordinary and reasonable out-of-pocket expenses actually incurred (and, in
the case of reimbursement, paid) by the Executive during the Term in the
performance of the Executive's services under this Agreement, provided that the
Executive submits proof of such expenses, with the properly completed forms as
prescribed from time to time by the Employer, no later than 30 days after the
end of the monthly period in which such expenses have been so incurred. In
addition, the Employer will pay the Executive's reasonable basic relocation
expenses, if any, which shall consist of airfare, moving company expenses and
hotel stays during the transition period, such expenses to be approved in
advance, in writing, by the Company.

3.6 Successful merger bonus. The Executive shall be paid fifty
thousand ($50,000) as incentive to sign this Agreement, hold the office
designated herein and successful completion of merger of The Family Post, Inc.
and a subsidiary of the Company on or about January 30, 2007.

3.7 Car Allowance. The Executive shall be paid nine hundred ($900)
per month as an automobile allowance which serves as additional incentive to
sign this Agreement and hold the office designated herein. Payment of the
monthly $900 car allowance shall begin the same month this agreement is signed.

3.8 Paid Time Off. Executive is eligible for paid vacations,
personal holidays, and sick leave. The Employee handbook describes Employers
current policies regarding these benefits. As a member of Employers executive
management team, Executive will be eligible to accrue up to four (4) weeks
annual paid vacation in addition to those paid holidays recognized in Employers
policies.

3.9 Unpaid Time Off. As additional benefit to Executive, in addition
to the paid time off in Section 3.10, Employer shall allow Executive up to two
(2) additional weeks of unpaid vacation annually. It is Executives sole
discretion to take or not take unpaid time off. Scheduling of such unpaid time
off shall be approved by the CEO.


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4. Termination upon Death or Disability. If the Executive dies during the
Term, the Term shall terminate as of the date of death, and the obligations of
the Employer to or with respect to the Executive shall terminate in their
entirety upon such date except as otherwise provided under this Section 4. If
the Executive becomes disabled for purposes of the long-term disability plan of
the Employer for which the Executive is eligible, or, in the event that there is
no such plan, if the Executive by virtue of ill health or other disability is
unable to perform substantially and continuously the duties assigned to him for
more than 180 consecutive or non-consecutive days out of any consecutive
12-month period, then the Employer shall have the right, to the extent permitted
by law, to terminate the employment of the Executive upon notice in writing to
the Executive. Upon termination of employment due to death or disability, (i)
the Executive (or the Executive's estate or beneficiaries in the case of the
death of the Executive) shall be entitled to receive any Annual Salary and other
benefits earned and accrued under this Agreement prior to the date of
termination (and reimbursement under this Agreement for expenses incurred prior
to the date of termination), including, but not limited to a pro-rata Bonus for
the year of termination (which in no event shall be less than a similar pro-rata
portion of the Executive's bonus for the preceding year) to be paid at such time
as Bonuses are ordinarily paid; (ii) in the case of termination due to
disability, the Executive shall be entitled to receive his Annual Salary for one
year following such termination, or the period until long term disability
insurance benefits commence under disability coverage furnished by the Employer
to the Executive; and (iii) the Executive (or, in the case of his death, his
estate and beneficiaries) shall have no further rights to any other compensation
or benefits hereunder on or after the termination of employment, or any other
rights hereunder, except as otherwise provided in the plans and policies of the
Employer.

5. Certain Terminations of Employment.

5.1 Termination for Cause; Termination of Employment by the
Executive without Good Reason.

(a) For purposes of this Agreement, "Cause" shall mean the
Executive's:

(i) conviction of (or pleading nolo contendere to) a felony
involving the crime of theft or a related or similar act of unlawful
taking, or a felony involving the federal or California securities or
pension laws, or any felony , which results in material economic harm to
the Employer;

(ii) engagement in the performance of his duties hereunder or
otherwise to the material and demonstrable detriment of the Employer, in
willful misconduct, willful or gross neglect, fraud, misappropriation or
embezzlement;


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(iii) After notice from the BOD, and, if
requested by Executive, the opportunity to be heard by the BOD, the
failure to adhere to the lawful and reasonable directions of the Board
that are consistent with the terms of this Agreement, or the failure to
devote substantially all of the business time and effort to the Employer
(except for any activities expressly authorized by the Employer);

(iv) material breach of any of the provisions of Section 6,
other than inadvertent breaches; or

(v) breach in any material respect of the terms and provisions
of this Agreement and failure to cure such breach within thirty (30) days
following written notice from the Employer specifying such breach;
provided however, if Executive delivers written notice to Employer during
the 30 day cure period requesting to be heard at a meeting of the BOD, his
termination under this Section 5.2(a)(v) shall not be effective until such
BOD meeting at which Executive had an opportunity to be heard.

provided that Cause shall not exist except on written notice given to the
Executive at any time not more than 60 days following the occurrence of any of
the events described above (or, if later, the Employer's knowledge thereof),
which events in any case must have occurred after the effective date of this
Agreement.

(b) The Employer may terminate the Executive's employment hereunder
for Cause, and the Executive may terminate his employment for any or no reason
on at least 30 days' and not more than 60 days' written notice given to the
Employer. If the Employer terminates the Executive for Cause, or the Executive
terminates his employment and the termination by the Executive is not covered by
Section 4 or 5.2, (i) the Executive shall receive Annual Salary and other
benefits earned and accrued under this Agreement prior to the termination of
employment (and reimbursement under this Agreement for expenses incurred prior
to the termination of employment); and (ii) the Executive shall have no further
rights to any other compensation or benefits hereunder on or after the
termination of employment, or any other rights hereunder, except as otherwise
provided in the plans and policies of the Employer.

5.2 Termination by the Employer without Cause; or by Resignation by
the Executive for Good Reason.

(a) For purposes of this Agreement, "Good Reason" shall mean, unless
otherwise consented to in writing by the Executive;


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(i) a reduction in Annual Salary or in benefits of the
Executive, or the failure of the Employer timely to make any Annual Salary
payment due to the Executive, provided that such deferral or failure to
pay continues unremedied for more than thirty (30) days;

(ii) any action by the Employer that results in a material
diminution in the Executive's position, authority, duties or
responsibilities; provided that the appointment to the office of Chief
Executive Officer of another person approved by the Executive shall be
deemed not to be a material diminution in the Executive's position,
authority, duties or responsibilities;

(iii) a material breach of any provision of this Agreement by
the Employer or;

(iv) a failure of the Employer to have a successor entity
specifically assume this Agreement.

Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist
unless notice of termination on account thereof (specifying a termination date
no later than 30 days from the date of such notice) is given no later than 60
days after the time at which the event or condition purportedly giving rise to
Good Reason first occurs or arises (or when the Executive first becomes aware of
such circumstances); and (ii) if there exists (without regard to this clause
(ii)) an event or condition that constitutes Good Reason, the Employer shall
have 30 days from the date notice of such a termination is given to cure such
event or condition and, if the Employer does so fully cure such event or
condition, such event or condition shall not constitute Good Reason hereunder.

(b) The Employer may terminate the Executive's employment at any
time for any reason or no reason and the Executive may terminate the Executive's
employment with the Employer for Good Reason. A notice of non-renewal shall
constitute a termination of employment by the Employer without Cause.

(c) If the Employer terminates the Executive's employment and the
termination is not covered by Section 4 or 5.1, or the Executive terminates his
employment for Good Reason, the Executive shall receive:

(i) Annual Salary and other benefits earned and accrued under
this Agreement prior to the termination of employment (and reimbursement
under this Agreement for expenses incurred prior to the termination of
employment);

(ii) the greater of (A) the Annual Salary for the unexpired
Term of this Agreement, payable in one lump sum upon termination, or (B)
three (3) times the Annual Salary payable in one lump sum upon termination


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(iii) not applicable;

(iv) reimbursement for COBRA payments equal to employee's
regular monthly contributions toward the Executive's health insurance
benefits for the twenty four (24) month period following the termination
date if the Executive elects COBRA benefits, and;

(v) the right to exercise any or all vested stock options for
a period of twenty four (24) months after the effective date of
termination of Executive's employment; provided however, (A) in the event
the termination occurs within 120 days of the execution of a Change of
Control agreement as provided in Section 3.3 above, vesting of all options
shall be accelerated as provided in Section 3.3 above, and (B) in the
event the termination occurs at a time not within such 120 day period, for
purposes of this provision, all unvested options that would have vested
had this Agreement remained in force through the end of the initial Term,
shall be fully vested immediately prior to the termination under this
Section 5.2(c); The provisions of this subparagraph (v) shall be included
in any stock option agreement between the Employer and the Executive.

In order to be eligible to receive the benefits specified under sections
5.2(c)(ii) - (iv), the Executive must execute a general release of claims in a
form acceptable to the Employer, which shall not apply to the Employer's
obligations described above in this Section 5.2(c).

6. Invention, Non-Disclosure and Non-Competition.

6.1 Inventions and Patents.

(a) The Executive will promptly and fully disclose to the Employer
any and all inventions, discoveries, improvements, ideas, developments, designs,
products, formulas, software programs, processes, techniques, technology,
know-how, negative know-how, data, research, technical data and original works
of authorship (whether or not patentable or registrable under patent, copyright
or similar statutes and including all rights to obtain, register, perfect and
enforce those proprietary interests) that are related to or useful in the
Employer's present or future business or result from use of property owned,
leased, or contracted for by the Employer and which the Executive develops,
makes, conceives or reduces to practice during the Executive's employment by the
Employer, either solely or jointly with others (collectively, the
"Developments"). All such Developments shall be the sole property of the
Employer, and the Executive hereby assigns to the Employer, without further
compensation, all of the Executive's right, title and interest in and to such
Developments and any and all related patents, patent applications, copyrights,
copyright applications, trademarks, service marks and trade names in the United
States and elsewhere.


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(b) The Executive shall disclose promptly to an officer or to
attorneys of the Employer in writing any inventions, discoveries, improvements,
ideas, developments, designs, products, formulas, software programs, processes,
techniques, technology, know-how, negative know-how, data, research, technical
data and original works of authorship, whether or not patentable or registrable
under patent, copyright or similar statutes, the Executive may conceive, make,
develop or work on, in whole or in part, solely or jointly with others during
the Executive's employment, for the purpose of permitting the Employer to
determine whether they constitute Developments. The Employer shall receive such
disclosures in confidence.

(c) The Executive will keep and maintain adequate and current
written records of all Developments (in the form of notes, sketches, drawings
and as may be specified by the Employer), which records shall be available to
and remain the sole property of the Employer at all times.

(d) The Executive will assist the Employer in obtaining and
enforcing patent, copyright, trademark, ser


 
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