EMPLOYMENT
AGREEMENT
THIS
AGREEMENT made as of the
6th day of July 2009 (the " effective date ").
Next One
Interactive, Inc.
WHEREAS the Company is engaged in the ownership and
management of travel, real estate and media related services (the "
Business "); and
WHEREAS the Company desires to employ the Executive and
the Executive desires to accept such employment in the Business,
subject to the terms, conditions and covenants herein provided;
and
WHEREAS both parties have agreed to execute, deliver and
perform this Agreement;
NOW
THEREFORE in
consideration of the mutual covenants herein contained and other
good and valuable consideration, the Company and the Executive
agree as follows:
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The Company
hereby employs the Executive as, and the Executive agrees to be
employed as, the Chief Financial Officer of the Company on the
terms and conditions herein contained.
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The Executive
shall report to the Chief Operating Officer and/or the Chief
Executive Officer (as required) of the Company.
2. The
Executive shall have such duties and responsibilities as the
Executive and the Company’s COO shall agree upon from time to
time. Initially, such duties and responsibilities will
include those set forth on Exhibit A hereto.
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The Executive
shall work primarily out of the corporate office in Weston Florida
however it is understood that the executive’s duties will
require spending time in other areas of the United States including
Denver Colorado. The Company agrees that the Executive
is being asked to relocate his principal place of employment and
that any and all reasonable relocation costs shall be borne by the
Company.
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The Executive
will agree to work with the CEO, COO and other executives of the
company to prepare budgets for the Company, develop reporting
systems, develop new business opportunities, and assist in all
financial aspects of the company, working directly with the CEO/COO
on projects and development of the corporation business plan and
financial and reporting systems in an overall effort to aid the
corporation in achieving its goals of operating in an efficient and
fiscally responsible manor.
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5.
(a) The Executive
shall receive a minimum base salary from the Company of no less
than US$150,000 per year of employment.
During the Term
hereof (the " Salary "), payable in accordance with the
Company's payroll practices in force from time to time shall be
inclusive of all applicable income, employment insurance and other
taxes and charges that are required by law to be withheld by the
Company or the Executive.
(b) Except
as otherwise provided herein, the Salary shall be pro-rated for
any
partial year.
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The company will agree
to enter into an option plan with the executive for Stock options
to be set under similar terms and conditions as those of other
senior management as soon as the stock option plan for the Parent
company is approved by the Board.
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6.
Bonuses. The Company will agree to include the
Executive in any cash bonuses that may be set from time to time by
the Board of Directors as part of a Senior Management Incentive
package. The Executive right to access any bonus is solely at the
discretion of the Board of Directors.
Other
bonuses - Additionally
the senior management will agree to review the systems and
financial controls as implemented by the Executive after the 90 day
and 180 day anniversary of the executive joining the Company and if
deemed by senior management that financial systems have been
enhanced so as to allow the senior management greater ability in
the oversight and general operations of the business then Senior
Management will agree to work with the executive to develop
an “Other Bonus” that specifically rewards
the Executive for the ‘FINANCIAL CONTROLS” . While no
terms for the potential earn out of this “other bonus’
are set and such bonus is to be developed in good faith based upon
the performance of the executive such “other bonus”
if earned and paid will be paid in common stock
of the corporation and will in no case exceed 25,000 shares of the
company stock based on a current price of $2.00 per
share.
7. The
Executive has agreed to cover his own health, life and medical
benefit plan and will not be using the plan that is made available
by the Company generally to its executives for the first 180 days
of employment, however, after relocation to Florida the executive
will have the option to access the Company’s health, life and
medical benefit plan if required.
The Company has
agreed that it will pay all necessary and reasonable interim
housing and transportation expenses for the first 180 days of
employment including business expenses as approved by the
Company’s CEO which approval shall not be unreasonably
withheld.
After the first
180 days of employment it is agreed that the Executive will then be
responsible for expenses which are actually and properly incurred
by the Executive in furtherance of or in connection with the
Business. These expenses including without limitation, all business
related travel and parking expenses, public relations expenses and
all business related entertainment expenses (whether incurred at
the Executive's residence, while traveling or
otherwise). If any such expenses are paid in the first
instance by the Executive, the Company shall reimburse him
therefore, subject to the receipt by the Company of statements and
vouchers in a form reasonably satisfactory to the
Company.
8. The
Executive shall be entitled to four weeks paid vacation in each
year of the Term of the Agreement. In the event of
termination of this Agreement and the Executive's employment, the
Executive shall be entitled to payment for any vacation time
accrued up to the date of termination but unused.
TERM
9. (a) The
initial term of this Agreement (the " Initial Term "), and
the Executive's employment hereunder, shall be for a period of
three years commencing as of July 6, 2009, unless sooner terminated
in accordance with the provisions of section 10; provided that upon
the expiration of the Initial Term, this Agreement shall be
automatically renewed for successive periods of one year each (each
a “Renewal Term”), unless at least 90 days prior to the
expiration of the Initial Term or any Renewal Term, as the case may
be, either the Executive or the Company gives written notice to the
other of its intention to terminate this Agreement upon the
expiration of the Initial Term or the Renewal Term, as the case may
be.
For the
purposes of this Agreement, if such notice is not given at least 90
days prior to the expiration of the Initial Term or Renewal Term,
as the case may be, the employment of the Executive hereunder shall
be deemed to be automatically renewed for a one-year period
following the date of such expiration upon the same terms as the
preceding year. Notwithstanding anything to the contrary
set forth herein, there shall not be any more than four (4) Renewal
Terms. The Initial Term, as it may be extended by one or
more Renewal Terms is referred to herein as the Term.
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In the event of
the delivery by the Executive of a notice pursuant to section 9(a),
the Executive shall be deemed to have voluntarily resigned from his
employment hereunder effective on the expiration of the Initial
Term or Renewal Term, as the case may be. In the event
of termination by the Executive under this section 9, the Executive
shall be entitled to Salary and benefits (including, without
limitation, Executive’s Bonus) earned up until termination
and shall be entitled to reimbursement of business expenses
recoverable under section 7, above, incurred up until termination.
Notwithstanding the foregoing and notwithstanding the provisions of
Article 10 hereof, in the event the Executive delivers a notice
pursuant to subsection 9(a) and is thereby deemed to have
voluntarily resigned from his employment effective on the
expiration of the Initial Term or the Renewal Term, upon receipt of
such notice, the Company shall have the right to immediately
terminate the employment of the Executive hereunder and in such
event the Executive shall only be entitled to his Salary and
benefits (including, without limitation, Executive’s Bonus)
earned up until termination and shall be entitled to reimbursement
of business expenses recoverable under section 7 above, incurred up
until termination.
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In the event of
the delivery by the Company of a notice pursuant to section 10(a),
Company shall pay Executive his Salary and benefits (including,
without limitation, Executive’s Bonus) earned or accrued
through the date of termination and shall reimburse Executive for
business expenses recoverable under section 7, above, incurred up
until the date of termination.
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TERMINATION
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Events of
Termination . The Term, the Executive’s
Salary and any and all other rights of the Executive under this
Agreement or otherwise as an executive of the Company will
terminate (except as otherwise provided in section 10):
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upon the death
of the Executive;
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upon the
disability of the Executive (as defined in section 10(b))
immediately upon notice from either party to the other;
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For Cause (as
defined in section 10(c)), immediately upon notice from the Company
to the Executive or at such later time as such notice may
specify;
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Other than For
Cause, Disability or Death, immediately upon notice from the
Company to the Executive or at such later time as such notice may
specify; or
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For Good Reason
(as defined in section 10(d)) upon not less than 10 days' prior
notice from the Executive to the Company.
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Definition of Disability
. For the purposes of
section 10(a), the Executive will be deemed to have a "
disability " if, for physical or mental reasons, the
Executive is unable to perform the Executive's duties for a period
of 120 days out of 180 days, under this Agreement as determined in
accordance with this section 10(b). The disability
of the Executive will be determined by a medical doctor selected by
written agreement of the Company and the Executive upon the request
of either party by notice to the other. If the Company
and the Executive cannot agree on the selection of a medical
doctor, each of them will select a medical doctor and the two
medical doctors will select a third medical doctor who will
determine whether the Executive has a disability. The
determination of the medical doctor selected under this section
10.2(b) will be binding on both parties.
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Definition of "For Cause"
. For the purposes of
section 10(a), the phrase " For Cause " means: (i) the
Executive's material breach of this Agreement; (ii) the
Executive’s failure to substantially perform the duties of
Chief Financial Officer (or such other position with the Company as
Executive may hold) as contemplated
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