EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement") is made as of the first day
of September, 2007, by and between INDUSTRIAL ENTERPRISES OF
AMERICA, INC., a Nevada corporation, with an office for the
conduct of its business at 711 Third Ave, Suite 1505, New
York, New York 10017 (the "Company"), and Jorge E. Yepes, an
individual residing at 15644 SW 53
rd CT,
Miramar, Florida 33027 (the "Executive").
WHEREAS,
the Company desires to employ the Executive as Chief Financial
Officer of the Company, and the Executive desires to be
employed by the Company in such capacities; and
WHEREAS,
the parties hereto desire to enter into an agreement of
employment mutually beneficial to said parties, and for the
purpose of defining the rights, duties and obligations of each
of the parties hereto.
NOW,
THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the
Company and the Executive agree as follows:
1.
Employment .
Upon the terms and subject to the conditions of this Agreement, the
Company hereby employs the Executive and the Executive hereby
accepts employment by the Company on the terms and conditions
hereinafter set forth.
2.
Term .
Subject to the provisions of Section 12 of this Agreement,
Executive's employment shall be for a period of three (3) years,
commencing on September 1
st ,
2007. For the period of two (2) years after September 1
st ,
2010, the Executive will remain an employee of the Company at the
sole option of the Company.
3.
Executive's Position, Duties and Authority .
3.1
Position .
The Company shall employ the Executive, and the Executive shall
serve as Chief Financial Officer of the Company.
3.2
Description .
The Executive shall perform such duties and responsibilities on a
full time basis as shall be reasonably assigned to the Executive by
the President and Chief Executive Officer of the Company or their
designee, and which are customarily incident to the day-to-day
operations of the Company’s financial matters.
3.3
Authority .
At all times during the Term, the Executive shall report directly
to the President and CEO of the Company.
4.
Services .
4.1
General .
The Executive shall devote sufficient business time, labor, skill
and energy to the business and affairs of the Company and to the
duties and responsibilities referred to in Section 3.2 of this
Agreement.
4.2
Opportunities; Investments .
The Executive covenants and agrees that, during the Term, he shall
inform the Company of each business opportunity related to the
business of the Company or any of the Company's subsidiaries or
affiliates of which he becomes aware and that he will not, directly
or indirectly, exploit any such opportunity for his own
account.
5.
Location of Employment .
Unless the Executive consents otherwise in writing, the principal
location for the performance of his duties hereunder shall be in
Creighton, Pennsylvania.
6.
Base Salary/Bonuses and Relocation .
6.1
Base Salary .
Beginning September 1, 2007, the Company shall, during the
continuance of the Executive's employment hereunder, pay to the
Executive, and the Executive agrees to accept, in consideration of
his services, a salary (the "Base Salary") at a rate of TWO HUNDRED
FIFTY THOUSAND AND NO/100THS DOLLARS ($250,000.00) per year. Such
salary shall be payable in accordance with the Company's normal
payroll practices, so long as the Executive's employment continues
as provided by this Agreement. Each calendar year thereafter, such
annual Base Salary shall be reviewed by the Board of Directors and
such annual base salary shall increase by an amount not less than
the increase in the Consumer Price Index as published by the U.S.
Government multiplied by the then existing base
salary.
6.2
Bonuses .
Commencing with the Term of this Agreement, each year the Executive
shall be eligible to a discretionary annual bonus (a
“Bonus”), payable within ninety (90) days after the end
of the fiscal year in an amount to be determined by the Board of
Directors in consideration for the Executive's
performance.
6.3
Relocation .
The Executive shall be entitled to receive a full relocation
package to the Creighton, Pennsylvania area. This relocation shall
be cash neutral to the Executive.
7.
Stock Grants and Options .
7.1
Stock Grants .
Commencing with the Term of this Agreement, the Executive shall
receive 20,000 shares of Common Stock of the Company. On each of
September 1, 2008, September 1, 2009, September 1, 2010 and
September 1, 2011, the Executive shall receive 20,000 additional
shares of the Company’s Common Stock.
7.2
Stock Options .
Commencing with the Term of this Agreement, the Executive shall
receive the following options (collectively, the "Stock Options")
to purchase shares of the Company's Common Stock as provided
below:
(a)
Stock
Options to purchase 100,000 shares of the Company’s
Common Stock at $4.00 per share which shall vest 1/3 each year
over a three (3) year period pursuant to the Company’s
2004 Stock Option Plan.
(b)
Each
calendar year the Board of Directors will review option grants
and if decided by the Board of Directors, additional Stock
Options will be issued to purchase shares of the Company's
Common Stock.
8.
Deductions .
The Company shall, in accordance with applicable law, deduct from
the Base Salary and all other cash amounts payable to the Executive
by the Company under the provisions of this Agreement, or, if
applicable, to his estate, legal representatives or other
beneficiary designated in writing by the Executive, all social
security taxes, all federal, state and municipal taxes and all
other charges and deductions which now or hereafter are required by
law to be charges on the compensation of the Executive or charges
on cash benefits payable by the Company hereunder to his estate,
legal representatives or other beneficiary.
9.
Expenses; Vacation .
The Company shall reimburse the Executive, upon production of
reasonably detailed accounts and vouchers or other reasonable
evidence of payment by the Executive, all in accordance with the
Company's regular procedures in effect from time to time and in
form suitable to establish the validity of such expenses for tax
purposes, all ordinary, reasonable and necessary travel,
entertainment and other business expenses as shall be incurred by
him in the performance of his duties hereunder. During the Term of
this Agreement, the Executive shall be entitled to twenty (20) days
vacation annually with pay at the compensation in effect when the
vacation is taken.
10.
Benefits and Additional Benefits .
10.1
Benefits .
Durin
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