EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (this “
Agreement ”),
effective as of September 1, 2007, is entered into on
September 21, 2007 by and between Quest Group International,
Inc., a Nevada corporation, with its principal office at 11845 West
Olympic Boulevard, No. 1125W, Los Angeles, California 90064 (the
“
Company ”),
and Steven Gershick (“
Executive ,”
together with the Company, the “
Parties ”),
with reference to the following facts:
WHEREAS,
Executive has experience and expertise applicable to
employment with Company as the Chief Financial Officer of
Company, Company has agreed to employ Executive and Executive
has agreed to enter into such employment, on the terms set
forth in this Agreement.
WHEREAS,
Executive acknowledges that this Agreement is necessary for
the protection of Company’s investment in its business,
good will, products, patents, inventions, intellectual
property, methods of operation, information, and relationships
with its customers and other employees.
WHEREAS,
the Company desires to employ the Executive, and Executive
desires to be employed by Company pursuant to the terms
hereof.
NOW,
THEREFORE, the Company and Executive desire to set forth in
this Agreement the terms and conditions of the Executive's
employment with the Company.
ARTICLE I
EMPLOYMENT; TERM; DUTIES
1.1
Employment .
Upon the terms and conditions hereinafter set forth, the Company
hereby employs Executive, and Executive hereby accepts employment,
to serve as Chief Financial Officer of the Company, commencing
September 1, 2007 (the “
Commencement Date ”)
and, subject to Section 4.2.1, ending 5 years thereafter (the
“
Term ”).
1.2
Duties .
Executive shall report to the Chief Executive Officer
(“
CEO ”)
of the Company, and will have the general powers, duties and
responsibilities of management usually vested in that office in a
corporation and such other powers and duties as may be prescribed
from time to time by the CEO or the Board of Directors of the
Company (the “
Board ”).
1.3
Standard of Performance .
Executive agrees that he will at all times faithfully and
industriously and to the best of his ability, experience and
talents perform all of the duties that may be required of and from
him pursuant to the terms of this Agreement. Such duties will be
performed at such place or places as the interests, needs, business
and opportunities of Company will require or render
advisable.
1.4
Duty of Loyalty .
During his employment with the Company, Executive shall not,
directly or indirectly, either as an employee, employer,
consultant, agent, investor, principal, partner, stockholder
(except as the holder of less than 1% of the issued and outstanding
stock of a publicly held corporation), corporate officer or
director, or in any other individual or representative capacity,
engage or participate in any business that is in competition in any
manner whatsoever with the business of the Company. Subject to the
foregoing prohibition and provided such services or investments do
not violate any applicable law, regulation or order, or interfere
in any way with the faithful and diligent performance by Executive
of the services to the Company otherwise required or contemplated
by this Agreement, the Company expressly acknowledges that
Executive may:
(a)
make
and manage personal business investments of Executive’s
choice without consulting the Board;
(b)
serve
in any capacity with any non-profit civic, educational or
charitable organization without consulting with the
Board;
(c)
continue
to provide services for Santa Monica Media Corporation and
Santa Monica Capital Partners, in substantially the same
capacity as provided as of the date of this Agreement, or for
such other companies or in such other capacities as may be
approved by the written consent of the CEO of the Company from
time to time, so long as that service does not violate the
provisions of this Agreement.
1.5
Covenants of Executive
1.5.1
Reports .
Executive shall use his best efforts and skills to truthfully,
accurately, and promptly make, maintain, and preserve all records
and reports that the Company may, from time to time, request or
require, fully account for all money, records, equipment,
materials, or other property belonging to the Company of which he
may have custody, and promptly pay and deliver the same whenever he
may be directed to do so by the Board.
1.5.2
Rules and Regulations .
Executive shall obey all rules, regulations and special
instructions of the Company and all other rules, regulations,
guides, handbooks, procedures, policies and special instructions
applicable to the Company’s business in connection with his
duties hereunder and shall endeavor to improve his ability and
knowledge of the Company’s business in an effort to increase
the value of his services for the mutual benefit of the Company and
the Executive.
1.6
Opportunities .
Executive shall make all business opportunities of which he becomes
aware that are relevant to the Company’s business available
to the Company, and to no other person or entity or to himself
individually.
ARTICLE II
COMPENSATION
2.1
Base Salary .
During the Term, for all services rendered by Executive hereunder
and all covenants and conditions undertaken by both Parties
pursuant to this Agreement, the Company shall pay, and Executive
shall accept, as compensation, an annual base salary of $120,000
per year commencing the Commencement Date (the “
Base Salary ”),
payable in accordance with the normal payroll practices of the
Company. The Base Salary shall be increased annually at the
Company’s sole discretion, but by no less than 5% per
year.
2.2
Performance and Review .
Executive’s performance will be reviewed on no less than an
annual basis.
2.3
Discretionary Bonus .
Executive is eligible to receive an annual bonus during his
employment. This bonus will be based on the following two factors,
each of which shall be given equal weight in determining the bonus
amount Executive will receive that year:
(a)
The
Company’s performance, based on the performance criteria
established by the Company’s Board of Directors in its
sole discretion; and
(b)
The
Executive’s job performance, based on the performance
criteria established by mutual agreement of Executive and the
Chief Executive Officer, subject to review and approval by the
Board.
2.4
Fringe Benefits .
Executive and Executive’s family will be provided with group
medical and dental insurance through the Company’s plans.
Medical and dental benefits will commence on the Commencement Date.
In the event that no benefit plans are in place at that time,
Company will reimburse Executive for COBRA coverage until such time
as Executive is covered under the Company’s group medical and
dental plans. For purposes of this Section 2.4, family shall
include Executive’ spouse and dependents under the age of 24
living in the same household as Executive.
2.5
Vacation and Sick Days .
Executive shall be entitled to four (4) work-weeks of paid time off
(“
PTO ”)
per year commencing with the Commencement Date, provided, however,
that Executive’s accrued and unused PTO shall not exceed a
total of five workweeks. This PTO will be in addition to normal
Company holidays, which will be determined at the discretion of the
Company from time to time. Thereafter, Executive will not continue
to accrue PTO benefits until he has used enough PTO time to fall
below this maximum amount. Any accrued but unused PTO will be paid
to Executive, on a pro rata basis, at the time that his employment
is terminated. In addition to PTO, the Executive will be entitled
to normal Company holidays.
2.6
Withholding .
The Company may deduct from any compensation payable to Executive
(including payments made pursuant to Section 2 of this Agreement in
connection with or following termination of employment) amounts
sufficient to cover Executive’s share of applicable federal,
state and/or local income tax withholding, old-age and
survivors’ and other social security payments, state
disability and other insurance premiums and payments.
2.7
Stock Compensation .
At the sole discretion of the Board, Executive may be eligible to
receive awards under the Company’s Stock Compensation
Plan.
ARTICLE III
BUSINESS EXPENSES
3.1
Business Expenses .
Executive will be reimbursed for all reasonable, out-of-pocket
business expenses incurred in the performance of his/her duties on
behalf of the Company consistent with the Company’s policies
and procedures, including prior approval requirements and
submission of appropriate supporting documentation. Such business
expenses shall include travel, promotional, professional continuing
education and licensing costs (to the extent required),
professional society membership fees, seminars and similar
expenditures incurred by Executive which Company determines are
reasonably necessary for the proper discharge of Executive’s
duties under this Agreement and for which Executive submits
appropriate receipts and indicates the amount, date, location and
business character in a timely manner.
3.1.1
Executive
shall be entitled to “economy” class air travel
accommodations and proper hotel accommodations not to exceed 4
star. Executive shall be entitled to “business”
class air travel accommodations for flights that exceed 5
hours of continuous air travel.
3.1.2
Prior
to incurring any business expense that exceeds One Thousand
Dollars (US$1,000), Executive shall first seek written consent
of the Chief Executive Officer.
ARTICLE IV
TERMINATION OF EMPLOYMENT
4.1
Termination
4.1.1
Executive’s
employment pursuant to this Agreement shall terminate on the
earliest to occur of the following:
(a)
upon
the death of Executive (“
Death ”);
(b)
upon
the delivery to Executive of written notice of termination by
the Company if Executive shall suffer a physical or mental
disability or illness which renders Executive, in the
reasonable judgment of the Board, unable to perform
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