10.1 Employment
Agreement with James Rowbotham
EMPLOYMENT AGREEMENT
THE EMPLOYMENT AGREEMENT (the "Agreement") is made as of ____________
__________, 2005 by and between Island Residences Club, Inc a Delaware
Corporation, ("Company"), James Rowbotham, an individual and US citizen
("Executive").
RECITAL
A. The Company is engaged in the business of developing and
marketing of
real estate projects with affiliated vacation rights in different
locations
worldwide (the "Business") and has need for personnel with
experience in the
management, administration, finance, operation and marketing of real estate
projects.
B. The Executive is experienced in matters involving the operation and
marketing of real estate projects.
C. The parties are willing to enter into the
Agreement with respect to the
Executive's employment and services upon the terms and
conditions hereinafter
set forth.
AGREEMENT
In consideration of the foregoing recitals and the
premises herein contained,
the parties agree as follows:
I. TERM
Subject to the provisions of Section IV
hereof, the Company hereby employs the
Executive and the Executive hereby accepts
employment with the Company beginning
on July 1st, 2005 ("Employment Date") and it shall continue in
effect for a
period of one year. Thereafter, the agreement shall be renewed upon
mutual
agreement of the Executive and the Company. The
agreement and the Executive's
employment may be terminated at the Company's discretion during
the initial
term, provided that the Company shall pay to the
Executive an amount equal to
payment at the Executive's base salary rate for six months.
(The "Employment
Term").
II. DUTIES
II.0 General Duties
The Executive shall serve as Chief Operating
Officer (COO) and Vice President
of Operations of Island Residences club, Inc during the Employment Term.
The Executive, during the Employment Term, subject to the policies and
directives of the Board of Directors of
Company ("Board"), shall be responsible
for the daily operations of Island Residences Club, Inc.
II.1 Devotion of Time to Company's Business
The Executive agrees during the Employment
Term, to devote his/her best efforts,
and his/her business time, to his/her employment with the Company, and to
perform such duties as are specified in Section II.0 and such other
duties
consistent with Section II.0 as shall be
reasonably requested by the Board. The
Executive shall not, during the Executive's
employment, engage in any activities
that are detrimental to the business of the Company.
III. COMPENSATION AND BENEFITS
As compensation for his/her services
hereunder, during the Employment Term, the
Executive shall, apart from prior authorized claimable expenses, receive
compensation and benefits payable in stock at
the times and in the installments
consistent with Company's practices. The total Compensation
& Benefits is One
Thousand (1,000) shares of common stock per month for a total during the
Employment Term of Twelve Thousand (12,000) shares
of common stock. Selling of
the Stock shall be limited to provisions of a mutually
acceptable agreement
between the Executive and the Board or shall be redeemed by the
company in
certain circumstances.
IV. TERMINATION
IV.0 Termination for Cause
The Company may terminate the Executive's
employment under the Agreement, for
"cause, due to any of the following acts or
omission: (a) The Executive's breach
of any statutory or common law fiduciary
duty of loyalty to the Company; (b) The
Executive's indictment for any felony, or for
any crime or offense causing harm
to the Company or any of its affiliates, or involving
acts of theft, fraud,
misappropriation of funds, embezzlement,
moral turpitude or similar conduct; (c)
any proven illegal act which materially and adversely
affects the business of
the Company or any of its affiliates; or (d) the Executive's
breach of any
material provision or covenant of the Agreement, or of any other
agreements
entered into in connection with the Agreement. If the Company
terminates the
Agreement for cause pursuant to the Section II.1, the Company
shall have no
further obligation or liability to the Executive.
IV.2 Termination for Death or Disability
The Agreement and the Executive's employment hereunder shall terminate
automatically upon (1) the Executive's
death or (2) the date of determination by
the Board that the Executive has a disability.
As used herein, "disability" shall mean any condition that qualifies as a
disability under Company's long-term
disability plan as in effect on the date of
determination or which renders the Executive incapable of performing
substantially all of the Executive's managerial and the Executive services
hereunder for ninety (90) days or more in
the aggregate during any one (1) year
period, and which at any time after such ninety (90) days the Board
shall
determine continues to render the Executive incapable of performing the
Executive's managerial and the Executive
services hereunder. If the Agreement is
terminated because of the Executive's death or disability pursuant to the
Section IV.0, the Company shall have no further
obligation or liability to the
Executive.
IV.3 No Additional Payments
Upon termination of the Executive's employment
hereunder, the Executiv
