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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: RED SUN MINING, INC. You are currently viewing:
This Employment Agreement involves

RED SUN MINING, INC.

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Title: EMPLOYMENT AGREEMENT
Date: 8/5/2009

EMPLOYMENT AGREEMENT, Parties: red sun mining  inc.
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Exhibit 10.3

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the Effective Date indicated below, by and among Mark Jarvis, an individual residing in Houston, TX  (hereinafter referred to as "Executive") and Red Sun Mining, Inc., with offices in Santa Ana, (hereinafter referred to as "ZURVITA").

 

RECITALS

 

WHEREAS , ZURVITA desire to retain the services of Executive (a) to render Executive’s services to ZURVITA as ZURVITA President on the terms and conditions as more particularly set forth herein; and

 

WHEREAS , Executive is agreeable to rendering such services to ZURVITA on the terms and conditions set forth herein; and

 

NOW THEREFORE , in consideration of the foregoing and of the mutual covenants and restrictions contained herein, and other valuable consideration, the receipt of which is hereby acknowledged, each of the Parties, their respective personal representatives, heirs, successors and assigns, intending to be legally bound hereby agree as follows:

 

SECTION 1: Incorporation of Recitals

 

 

(a)

Incorporation of Recitals .  The above recitals are true and correct and are hereby incorporated herein by reference.

 

SECTION 2:    Employment Term, Duties and Acceptance .

 

 

(a)

ZURVITA hereby retains Executive for a period of two (2) years or such later date to which this Employment Agreement is otherwise extended or renewed by written instrument signed by both Parties, commencing on the date hereof (“Commencement Date”) (hereinafter referred to as the "Employment Period"), to render his services to ZURVITA upon the terms and conditions herein contained.  Executive serve as ZURVITA’s Co-CEO, responsible for sales, marketing and downline/agent management and recruitment (“Co-CEO”).  As Co-CEO, Executive shall have the right and prerogative of using the title “CEO”.  Executive will report to and be responsible to ZURVITA’s Board of Directors and the Managing Co-CEO.  Executive shall work with the Managing Co-CEO, who will be primarily responsible for ZURVITA’s administration, finance, and overall management (“Managing Co-CEO”), and who shall also report to and be responsible to the Board of Directors.  In cases where Executive and the Managing Co-CEO do not agree, the authority of the Managing Co-CEO shall take precedence.  Unless a new employment agreement is entered into by the parties, this Employment Agreement shall automatically be renewed for successive one (1) year periods unless either party notifies the other in writing no later than ninety (90) days prior to the expiration of the Employment Period that this Employment Agreement will terminate upon expiration of the Employment Period.

 

 

(b)

Executive hereby accepts the foregoing employment and agrees to render his services to ZURVITA in such a manner as to reflect his best efforts. In furtherance of Executive performing the duties assigned to him under this Agreement, ZURVITA agrees, at its own cost, to provide Executive with the funding, staff, products, and equipment reasonably requested by Executive so as to enable him to carry out such duties.

 

 

(c)

The Parties agree that Executive shall devote his full business time, attention and energies to the business of ZURVITA and shall not during the term of this Agreement enter into any other business activity that interferes with Executive’s duties and responsibilities for ZURVITA, unless approved in writing by ZURVITA. The foregoing notwithstanding, the Parties recognize and agree that Executive may engage in personal investments, other business activities and civic, charitable or religious activities which do not conflict with the business and affairs of ZURVITA or interfere with Executive's performance of his duties hereunder.

 

 

 


 

 

 

(d)

Executive’s services shall be performed principally at ZURVITA headquarters in Houston, TX.  However, from time to time, Executive may also be required by his job responsibilities to travel on ZURVITA business, and Executive agrees to do so.

 

 

(e)

Executive shall have no authority to contractually or financially bind ZURVITA, except as within stated authorization limits set by the Managing Co-CEO and/or Board of Directors.

 

SECTION 3: Compensation

 

 

(a)

During the term of this Agreement, Executive shall receive annual compensation of four hundred eighty thousand dollars ($480,000.00) (“Base Salary”).  This compensation may, at Executive's election, be accrued, in whole or in part. Executive’s compensation shall be payable in accordance with the general payroll practices of ZURVITA, as are from time to time in effect, less such deductions or amounts as shall be required to be withheld by applicable law or regulation.

 

 

(b)

Unless Executive is otherwise covered during the Employment Period, ZURVITA agrees on behalf of Executive to obtain and pay for ZURVITA’s standard health insurance policy afforded other executives of ZURVITA.

 

 

(c)

Executive shall be entitled to reasonable paid vacation time, sick leave and time to attend professional meetings comparable to that offered ZURVITA executives in comparable positions.  For the purposes of this Agreement, reasonable vacation time shall be deemed to mean four (4) weeks.

 

 

(d) 

ZURVITA shall promptly pay or reimburse Executive for reasonable professional expenses incurred in the performance of services under this Agreement during the Employment Period, upon presentation of expense statements, and subject to ZURVITA’s expense reimbursement policies and procedures.  Vouchers or such other supporting documentation may reasonably be required.

 

 

(e) 

During the Employment Period, Executive shall be entitled to such health insurance and other benefits, as may be provided to other comparable executives at ZURVITA, in accordance with the policies, programs and practices of ZURVITA which are in effect from time to time after the effective date of this Agreement.

 

 

(f)

Within thirty (30) days of the execution of this Agreement, ZURVITA shall place into escrow one million eight hundred thousand six hundred twenty five (1,800,625) shares of ZURVITA Class A common stock for Executive, pursuant to the Zurvita, Inc. 2009 Incentive Stock Plan, a copy of which has been provided to Executive, and will be subject to all of its terms and conditions. (“Initial Shares”).  In addition to the other terms and conditions that may be imposed by the Zurvita 2009 Incentive Stock Plan, any shares of Class A common stock granted pursuant to this Section 3(f) will be subject to a vesting period pursuant to which the shares of Class A common stock will vest as follows: one (1) installment, representing nine hundred thousand six hundred twenty five (900,625) shares vested on the first anniversary of the Effective Date of this Agreement; and one (1) installment, representing nine hundred thousand (900,000) shares vested on the second anniversary of the Effective Date of this Agreement.  In the event of the termination of Executive’s employment, any unvested shares will be subject to forfeiture as provided in the applicable grant documents.  The Company’s Audit Committee, or in the absence of the Audit Committee, the Board of Directors of the Company, shall reasonably determine whether or not the criteria set forth in this Section 3(f) for the grant of stock have been satisfied.

 

 

2


 

 

 

(g)

The first six (6) months following the Effective Date of this Agreement shall be a “Start-Up Period”.  In the event that, for the first quarter ending after the Start-Up Period, (the “Measuring Quarter”), ZURVITA is operationally cash flow positive, within thirty (30) days after ZURVITA files its Quarterly Report on Form 10-Q with the SEC (“Quarterly Report”) with respect to the Measuring Quarter, ZURVITA shall issue to Executive one million eight hundred thousand six hundred twenty five (1,800,625) shares of ZURVITA Class A common stock (“Performance Shares”), which Performance Shares, if issued on the Effective Date, would represent not less than five percent (5%) of the issued and outstanding Class A Common Stock of the Company as of the Effective Date and as determined on a fully diluted basis.

 

Alternatively, for the two quarters ending six (6) months after Start-Up Period, (“Extended Measuring Quarters”), should the average ZURVITA monthly cash flow during the Extended Measuring Quarters, as documented on the monthly cash flow statements, and verified in the Quarterly Report(s), be operationally cash flow positive, the Performance Shares shall be issued to Executive, as detailed herein.

 

ZURVITA makes no representation as to the percentage of Class A Common Stock Executive may own as of any date the Performance Shares may be issued. Any shares of Class A Common stock issued pursuant to this Section 3(g) will be issued pursuant to the Zurvita, Inc. 2009 Incentive Stock Plan and will be subject to all of its terms and conditions.  In addition to the other terms and conditions that may be imposed by the Zurvita 2009 Incentive Stock Plan, any shares of Class A common stock granted pursuant to this Section 3(g) will be subject to a one (1) year vesting period pursuant to which the shares of Class A common stock will vest in one (1) equal installment on the first anniversary of the date on which the shares of Class A Common stock are granted pursuant to this Section 3(g).  In the event of the termination of Executive’s employment, any unvested shares will be subject to forfeiture as provided in the applicable grant documents.  The Company’s Audit Committee, or in the absence of the Audit Committee the Board of Directors of the Company, shall reasonably determine whether or not the criteria set forth in this Section 3(g) for the grant of stock have been satisfied.

 

 

(h) 

Executive acknowledges and understands that (i) any grant of stock pursuant to Section 3(f) or 3(g) will result in taxable income to Executive; (ii) the shares of stock granted will constitute “restricted securities”. Under applicable securities laws and will be subject to various terms and conditions which may limit Executive’s ability to sell, transfer or otherwise dispose of the shares and/or which may result in the loss or forfeiture of such shares; and (iii) the terms and conditions of the Zurvita 2009 Incentive Stock Plan are not guaranteed any may be altered or eliminated in accordance with the terms of the Zurvita 2009 Incentive Stock Plan.

 

 

(i) 

Executive shall further be compensated by through a Stock Purchase Agreement executed between Executive and Amacore Group, Inc., which shall be solely governed by the terms of that Agreement.

 

SECTION 4: Incentive Bonus Compensation

 

 

(a)

Incentive Bonus Compensation Generally .  In addition to the Base Salary, Executive shall also be eligible to receive performance incentive bonuses during Executive’s employment with ZURVITA for revenue generated by ZURVITA (“Incentive Bonus Compensation”).  All bonus compensation shall be subject to applicable payroll processes, withholdings, and employment taxes. The amount of Executive’s incentive bonuses will be determined by the measurable formulaic goals as more particularly set forth in this Section 4.

 

 

(b)

Incentive Bonus Calculation .  Executive’s Incentive Bonus Compensation shall equal ten percent (10%) of ZURVITA “Net Income”. For the purposes of this Agreement, “Net Income” shall be calculated in accordance with United States Generally Accepted Accounting Principles as presented within the Company’s audited financial statements contain within its Form 10K filing.  Incentive bonus will be paid within 45 days from the date the Form 10K was filed with the Securities and Exchange Commission..

 

 

3


 

 

 

For example, if ZURVITA “Net Income” is six million dollars ($6,000,000.00), Executive shall receive Incentive Bonus Compensation of six hundred thousand dollars ($600,000.00), or ten percent (10%) of six million dollars ($6,000,000.00).

 

 

(c)

Complete Compensation .  The salary, benefits, and Incentive Bonus Compensation described in this Agreement shall be the sole compensation derived by Executive for services under this Agreement, from any relationship between ZURVITA and any third party, and from the sale or transfer of any product, service, data, or other property related to ZURVITA.

 

SECTION 5:   Disability and Death .

 

 

(a)

Upon the disability, as defined in subparagraph 5(b) hereof, of Executive during the Employment Period, ZURVITA may, in its sole discretion, terminate Executive's employment; provided that if ZURVITA elects to so terminate Executive's employment, Executive shall be entitled to receive, immediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, (ii) expense reimbursement, (iii) accrued but unpaid Incentive Bonus Compensation,  and (iv) an amount from ZURVITA monthly which, when added to the amount received b


 
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