EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT, effective as of November 6
th ___,
2007 (this “
Agreement ”),
between Craig Moody, an individual residing at _C/O Content
Partners 10877 Wilshire Blvd. Suite 603, Los Angeles, CA
90024_______________________________ (“CM”), and North
Coast Partners, Inc., of 909 Logan Street, Suite 7J, Denver,
Colorado 80203, a Delaware corporation (the “
Company ”).
W I T N E S S E T H :
WHEREAS,
the Company and the Board of Directors of the Company desire
to memorialize the employment of CM on a full-time basis as
its Chief Executive Officer and the Executive desires to
accept such employment subject to the terms and conditions set
forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements and
covenants set forth herein, the parties hereto agree as
follows:
ARTICLE I
POSITION; DUTIES; TERM
1.1
Position .
The Company hereby employs CM as the Chief Executive Officer of the
Company, which employment the Executive hereby accepts, all in the
capacity and on the terms and conditions hereinafter set
forth.
1.2
Duties .
(a)
During the Term (as defined below), the Executive shall be a
full-time employee of the Company, all under and subject to
the direction of the Board of Directors of the Company (the
“
Board ”).
(c)
In
his capacity as Chief Executive Officer, CM shall be the
senior officer of the Company with principal responsibility
for the operations of the Company and shall perform such
duties for the Company as are consistent with the foregoing,
including without limitation, conducting market research and
assessing competitive environment to identify business
opportunities, developing and expanding clientele base for
Company’s offering of technologies, products and
services, preparing and obtaining approval from the Board;
preparing the Company’s annual budget and plan,
reviewing current market growth, distribution and sales
strategies, proposing and developing revenue models, growth
strategies and plans of action, preparing and managing growth
forecast and presenting findings to Board.
(d)
The
services to be performed by CM shall be commensurate with the
position of CM as the Chief Executive Officer of the Company.
In this connection, during the Term (i) CM shall not render
services to or for any other person, firm, corporation or
business in this capacity and (ii) shall have no interest
directly or indirectly in any other person, firm, corporation
or business whose business competitive with the business of
the Company;
provided ,
however ,
CM may own, directly or indirectly, solely as an investment,
securities of any entity which are traded on any national
securities exchange or which are admitted to quotation on The
NASDAQ Stock Market Inc. if CM (a) is not a controlling person of,
or a member of a group which controls, such entity and (b) does
not, directly or indirectly, own one percent or more of any class
of securities of such entity. Notwithstanding the foregoing, so
long as it does not interfere with his full time employment
hereunder, CM may attend to outside investments and serve as a
director, trustee or officer of or otherwise participate in
companies, charitable and civic organizations and serve as director
of corporations whose business is unrelated to the business of the
Company and continue to pursue his other business
interests.
1.3
Term .
The term of employment shall commence as of the date set forth
above and shall continue until this Agreement is terminated in
accordance with the terms hereof (the “
Term ”).
Notwithstanding anything contained herein to the contrary, CM can
terminate his employment hereunder at any time hereafter upon
sending written notice of termination to the Company at least sixty
(60) days prior to the termination.
ARTICLE II
COMPENSATION
2.1
Compensation .
The Company hereby grants CM Six Hundred Thousand (600,000) common
shares in the capital of the Company which are restricted
securities pursuant to Rule 144 of the Rules and Regulations
promulgated under the Securities Act of 1933 as amended as his
compensation for acting as Chief Executive Officer of the Company
(“Company Shares”). Two weeks after completion of any
future financing undertaken by the Company for $3 to $5 million
should the Company choose to pursue financing, CM shall receive an
additional compensation in the form of annual salary of $240,000
payable in equal monthly installments of $20,000 per month, or in
such other manner as the parties shall mutually agree, subject to
withholding for applicable taxes. The annual salary shall be
subject to an annual increase at the discretion of the
Board.
ARTICLE III
BENEFITS
3.1
Business Expenses The
Company, upon presentation by CM of appropriate documentation,
shall reimburse CM for all reasonable and necessary business
expenses incurred by CM in connection with the performance of his
duties under this Agreement provided that no single expense amount
is in excess of $3,000 a month supported by appropriate
documentation shall require a prior approval from the Company. Such
reimbursement shall be paid to CM within five (5) business days
thereafter.
3.2
Additional Benefits .
CM
shall be entitled to participate in any pension or profit sharing
plans, group health, accident or life insurance plans, group
medical and hospitalization plan, and other similar benefits as may
be available to the Executives of the Company. CM shall assist the
Company in adopting the proper plans for the Company.
ARTICLE IV
TERMINATION
4.1
Termination without Cause. CM's
employment hereunder may be terminated by the Company without Cause
at any time. If the Company terminates CM without cause, the
Company shall pay CM the compensation due to CM through
th
