Exhibit 10.1
EMPLOYMENT
AGREEMENT
This Employment
Agreement (the "Agreement" ) is entered into as of the 5th
day of May 2009 between Jerry Alvarez (
"Employee" ) and Alternative Energy Development Corporation,
a Nevada Corporation, it’s affiliates, predecessors and
subsidiaries (the "Company”) .
WHEREAS,
Employee and the Company desire to enter into this Agreement
setting forth the terms and conditions for the employment
relationship of Employee with the Company during the Employment
Term (as defined below).
NOW, THEREFORE,
in consideration of the mutual promises contained herein, the
parties to this Agreement hereby agree as follows:
1.1
Employment . During the Employment Term (as
defined below), the Company hires Employee to perform such services
as the Company may from time to time reasonably request consistent
with Employee's position with the Company (as set forth in Section
1.1 and 1.5 hereof) and Employee's stature and experience in the
publishing industry (the "Services" ). The Services and
authority of Employee shall include, but not necessarily be limited
to, management and supervision of (A) the general business,
affairs, management and operations of the of the Company, (B) the
general business, affairs, management and operations
of the future acquisitions and
Affiliates. For purposes of this Agreement,
"Affiliates" shall mean, as to any person, any other person
controlled by or under common control with (or, where applicable,
controlling), directly or indirectly, such person; and
"person" shall mean any individual, corporation,
partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or
government or other agency or political subdivision thereof, or any
other entity; whereas such person in the normal course of business
shall be deemed an affiliate of the publishing division and
further, for the sole purpose of this Agreement, Affiliate shall
not mean and or include the Company.
1.2
Location . During the Term, Employee's Services shall
be performed in the Phoenix, Arizona area or any other area of
Employee’s convenience which permits regular communication
via telephone, Internet or other popular medium with employees,
officers, directors, customers and other affiliates as needed to
effectively carry out duties as described
herein. Employee acknowledges and understands that the
Company’s current headquarters are located in Glendale,
Arizona and that officers and other participants critical to the
Company’s business are dispersed nationally and
internationally, and that such dispersion will increase
substantially as the Company grows. The parties therefore
acknowledge and agree that the nature of Employee's duties
hereunder may require domestic and international travel from time
to time.
1.3
Term . The term of Employee's employment under
this Agreement (the "Employment Term" ) shall commence on
the 5th day of May 2009 (the "Effective Date" ) and shall
end on May 4th 2011 unless sooner extended or terminated in
accordance with the provisions of this Agreement.
For purposes of
this Agreement, "Employment Year" shall mean each
twelve-month period during the Term commencing on May 5
th , and ending on May 4
th , of the following year. In the event the
parties decide to extend this Agreement for an additional one year
Employment Term, any extension agreed upon must be done so in
writing and executed by the Company and Employee no later than 5
p.m. Eastern Standard Time on February 5th,
2011.
1.4
Exclusive Employment; Non-Competition
. Employee agrees that his employment hereunder is on an
exclusive basis, and that as long as Employee is employed by the
Company, Employee will not engage in any other business activity
which is in conflict with Employee’s duties and obligations
hereunder. Employee agrees that during the Employment
Term, Employee shall not directly or indirectly engage in or
participate as an owner, partner, shareholder, officer, employee,
director, agent of or consultant for any business that competes
with any of the principal activities of the
Company. Provided however, that Employee may acquire
and/or retain, as an investment, and take customary actions
(including the exercise or conversion of any securities or rights)
to maintain and preserve Employee's ownership of any one or more of
the following (provided such actions, other than passive investment
activities, do not unreasonably interfere with Employee's Services
hereunder): (i) securities of any corporation that are registered
under Sections 12(b) or 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act" ), and that are
publicly traded as long as Employee is not part of any control
group of such corporation and, in the case of public corporations
in competition with the Company, such securities do not constitute
more than five percent of the voting power of that public
corporation; (ii) any ownership interest in a partnership, trust,
corporation or other person so long as Employee remains a passive
investor in that entity and so long as such entity is not, directly
or indirectly, in competition with the Company, (iii) securities or
other interests now owned or controlled, in whole or in part,
directly or indirectly, by Employee in any corporation or other
person and which are identified on Schedule 1.4 hereto; and (iv)
securities of the Company or any of its Affiliates. Nothing in this
Agreement shall be deemed to prevent or restrict Employee's
ownership interest in the Company and any of its Affiliates or
Employee’s ability to render charitable or community services
not in competition with the Company.
1.5.1 During
the Employment Term, Employee shall be Employed as President and
Chief Executive Officer of the Company, Employee shall report
directly to the Company’s Board of Directors.
1.5.2 During
the Employment Term, all officers and employees of the Company
shall report to Employee (directly or through such channels as
Employee and the Board may designate).
1.5.3 The
Company may from time to time during the Term appoint Employee to
one or more additional offices of the Company. Employee agrees to
accept such offices if consistent with Employee's
stature
and experience and position with the Company.
1.6
Indemnification. The Company shall indemnify Employee
to the fullest extent allowed by applicable law. Without limiting
the foregoing, Employee shall be entitled to the benefit of the
indemnification provisions contained on the date hereof in the
Bylaws of the Company and any applicable Bylaws of any Affiliate,
notwithstanding any future changes therein.
2.
Compensation .
As compensation
and consideration for the Services provided by Employee during the
Term pursuant to this Agreement, the Company agrees to pay to
Employee the compensation set forth below.
2.1
Fixed Annual Compensation . The Company shall
pay to Employee salary ( "Fixed Annual Compensation" ) at
the rate of 120,000.00 per annum beginning on May 5th, 2009, and
continuing for the term of this agreement, with stated salary for
the first year of the Employment Term to be paid as follows: Fixed
Annual Compensation payable to Employee by the Company hereunder
shall be paid beginning May 5th of each year during the Employment
Term and at such times and in such amounts as the Company may
designate in accordance with the Company’s usual salary
practices, but in no event less than twice monthly.
2.2
Stock. The Company
shall grant to Employee One Million (1,000,000) shares of the
Company’s common stock or equivalent within ninety days
subsequent to the effective date of this agreement. The
total amount of the Company’s common stock or equivalent to
be issued in accordance with this Section 2.3 shall be One Million
Share (1,000,000) and shall be vested as follows: (a) 50% of the
total during the first fiscal year throughout the Term; and (b) 50%
of the total during the second fiscal year throughout the Term. If
the Executive voluntarily terminates his employment with the
company within 12 months of the date of this agreement, all shares
granted under this section shall be returned to the
Company.
2.3
Bonus. Under this Agreement, Employee shall be
entitled to participate in the highest bonus incentive program
(hereafter “BIP”) set up by the Board. While the
specific structure and trigger mechanisms for the BIP are at the
sole discretion of the Board, the BIP shall afford Employee the
opportunity to earn a minimum of $120,000 in cash bonus through the
Employee’s accomplishment of specific pre-identified
reasonable milestones in the development of the Company’s
business, or by exceeding the approved business plan revenue and
income levels. Any payments under the BIP shall be paid annually to
Employee and shall be paid no later than the end of the first
quarter following the Company’s fiscal year-end. In addition
to the BIP, Employee shall also be entitled to such additional
bonus, if any, as may be granted by the Board (with Employee
abstaining from any vote thereon) or compensation or similar
committee thereof in the Board's (or such committee's) sole
discretion based upon Employee's performance of his Services under
this Agreement.
3.
Expenses; Additional Benefits
3.1
Vacation. Employee shall be entitled to an aggregate
of two weeks of paid vacation during each year of the Employment
Term. Employee may take vacation at times determined by the
Employee, however, subject the Company’s business needs. In
addition, Employee shall be entitled to holidays generally observed
in the United States and the State of Arizona.
3.2
Employee Business Expense Reimbursement . Employee
shall be entitled to reimbursement of all business expenses for
which Employee makes a submission for and provides an adequate
accounting to the Company beginning on the effective date of this
Agreement. The determination of the adequacy of the accounting of
the foregoing expenses shall be within the reasonable discretion of
the Company’s independent certified accountants taking into
consideration the substantiation requirements of the Internal
Revenue Code of 1986, as amended (the "Code" ). Employee
shall be entitled to cash reimbursement for expense items,
including extended travel. Employee shall be entitled to cash or
stock reimbursement for ordinary expenses, including phone and
local travel, as approved in advance by the Board. Such
reimbursement of business expenses shall be payable to Employee at
the end of each calendar month for the business expenses incurred
by the Employee for the month prior for each specific submission
for reimbursement during the Term of this Agreement,
3.3
Stock Option Plan and Agreement . Concurrently with
the execution of this Agreement and in consideration for the
execution thereof, Employee and the Company shall develop,
implement and enter into the Alternative Energy Development
Corporation 2009 Stock Option Plan and Agreement, which represents
a material inducement to Employee's willingness to enter into this
Agreement.
3.5
Medical and Dental Insurance. In the event that the
Company, with the approval of the Board of Directors, elects to
establish a Medial Insurance Benefit Plan for the benefit of the
Company’s employment staff, Employee shall be entitled to
participate in such plan which shall include comprehensive medical
and dental insurance (from a reputable and financially-sound
insurance carrier of national standing) for himself and his
immediate family. Such insurance shall cover at the minimum 100% of
all hospitalization costs after payment of deductibles and 80% of
other medical costs, with the annual deductible not exceeding $500
per person. There shall be no cap on benefits for the medical
insurance, and the annual cap for dental insurance benefits shall
not be less than $3,000. The Company may either provide these
benefits directly to Employee or promptly reimburse Employee for
the cost of such benefits, at the Company’s
election.
3.6
Other Agreements. Concurrent with the execution of
this Agreement, Employee and the Company shall enter into other
Transaction Documents that have not been previously
executed.
3.7
General. Employee shall be entitled to participate in
any profit-sharing, pension, health, sick leave, holidays, personal
days, insurance or other plans, benefits or policies (not
duplicative of the benefits provided hereunder) available to the
employees of the Company or its Affiliates on the terms generally
applicable to such employees.
3.8
No Reduction of Benefit or Payment . No payment or
benefit made or provided under this Agreement shall be deemed to
constitute payment to Employee or his legal representative or
guardian in lieu of, or in reduction of, any benefit or payment
under an insurance, pension or other benefit plan, and no payment
under any such plan shall reduce any payment or benefit due under
this Agreement except as set forth in Section 5.3 of this
Agreement.
3.9
Covenant Not To Solicit. Employee agrees
that for a period of two (2) years following any termination of the
employment of the Employee with the Company, Employee will not,
directly or indirectly, without the prior written consent of the
Company: solicit, entice, persuade or induce any
employee, consultant, agent or independent contractor of the
Company or of any of its subsidiaries or Affiliates to terminate
his or her employment by the Company or such subsidiary or
Affiliate to become employed by any person, corporation or other
entity other than the Company or such subsidiary or
Affiliate, or approach any such employee, consultant,
agent or independent contractor for any of the foregoing purposes,
or hire any such employee, consultant, agent or independent
contractor or authorize or assist in the taking of any such actions
by any third party.
3.10
Confidentiality. During the Term of
Employment and continuously thereafter, Employee shall keep secret
and retain in strictest confidence and not use or disclose, furnish
or make accessible to anyone outside the Company and any of its
Affiliates, directly or indirectly, or use for the benefit of
Employee or others except in conjunction with the business of the
Company and the business of any of its subsidiaries or Affiliates,
any Protected Information. The term “Protected
Information” shall mean trade secrets, confidential or
proprietary information and all other knowledge, technology,
know-how, information, documents or materials owned, developed or
possessed by the Company or any of its subsidiaries or Affiliates,
whether in tangible or intangible form, pertaining to the business
of the Company or any of its subsidiaries or Affiliates, including,
but not limited to, research and development, operations, systems,
databases, computer programs and software, designs, models,
operating procedures, knowledge of the organization, products and
services (including prices, costs, sales or content),
processes, techniques, contracts, financial information or
measures, business methods, future business plans, details of
consultant contracts, new personnel acquisition plans, business
acquisition plans, customers and suppliers (including identities of
customers and prospective customers and suppliers, identities of
individual contacts at business entities which are
customers or prospective customers or suppliers,
preferences, businesses or habits), and business
relationships. Provided however, that Protected
Information shall not include information that shall become
generally known to the public or the trade without violation of
this Section 1.6.
3.11
Company Ownership. The results and
proceeds of Employee’s services hereunder, including, without
limitation, any works of authorship resulting from Employee’s
services during his employment with the Company or any of the
Company’s Affiliates and any works in progress, shall be
works-made-for-hire, and the Company shall be, and shall be deemed,
the sole owner throughout the universe of any and all rights of
whatsoever nature therein, whether or not now or hereafter known,
existing, contemplated, recognized or developed, with the right to
use the same in perpetuity in any manner the Company determines in
its sole discretion without any further payment to Employee
whatsoever. If, for any reason, any of such results and
proceeds shall not legally be a work-for-hire and/or there are any
rights which do not accrue to the Company under the preceding
sentence, then Employee hereby irrevocably assigns and agrees to
assign any and all of Employee’s right, title and interest
thereto, including, without limitation, to any and all copyrights,
patents, trade secrets, trademarks
|
