EMPLOYMENT
AGREEMENT
This employment agreement (this "Agreement")
dated as of August 3, 2009 (the “Effective Date”), is
made by and between Clear-Lite Holdings, Inc., a Nevada corporation
(the “Company”) and David Briones (the
“Executive”) (collectively, the
“Parties”).
WHEREAS, the Company is a publicly traded
company whose shares are quoted on the OTC Bulletin
Board;
WHEREAS, the Executive will have the duties and
responsibilities as described in Section 1 of the Agreement during
the period when the Executive is the Chief Financial Officer of the
Company; and
WHEREAS, the Parties wish to establish the terms
of the Executive’s employment with the Company;
NOW, THEREFORE, in consideration of the
foregoing, of the mutual promises contained herein and of other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
1. EMPLOYMENT AND
TERM.
(a) Employment
. During the Employment Term, the Executive shall serve as the
Chief Financial Officer of the Company. In this capacity the
Executive shall be responsible to lead and manage all of the
operations of the Company that are related to finance and capital
market, including, but is not limited to, providing expertise in
making financial plan and strategy, and working with the
Company’s U.S. legal counsel and auditors to implement,
monitor and oversee the Company’s compliance with the
requirements of the Sarbanes-Oxley Act, Securities Act of the 1933,
Exchange Act of the 1934, and the listing rules of the OTC Bulletin
Board and to advise the Board of the Directors with respect to the
Company’s internal controls and procedures, including
disclosure controls and procedures.
During the Employment Term,
the Executive shall report directly to the Chief Executive Officer
and the Board of Directors of the Company. The Executive shall obey
the lawful directions of the Chief Executive Officer and the Board
of Directors to whom the Executive reports and shall use his
diligent efforts to promote the interests of the Company and to
maintain and promote the reputation thereof.
The Executive hereby accepts such
employment and agrees to devote sufficient time, attention and
energies during regular business hours to effectively perform his
duties and obligations hereunder.
(b) Employment
Term . The employment of the Executive under this
Agreement shall commence the date hereof and shall expire on July
31, 2011 (the “Employment Term”)
2.
COMPENSATION.
(a)
Base Salary.
The Executive hereby agrees to waive
his right to receive any base salary from the Company in connection
with his performance of duties provided in Section 1(a) of this
Agreement in lieu of the consideration provided pursuant to the
Consulting Agreement, as described below.
(b)
Consulting Services and
Fees. Subject
to the terms and conditions of the consulting agreement entered
into by and between Bartolomei Pucciarelli, LLC
(“Bartolomei”) and Clear-Lite Holdings, Inc (the
“Consulting Agreement”), the Company hereby
acknowledges that it shall retain Bartolomei, an accounting and
consulting firm where David Briones works as a senior consultant,
to provide consulting services and shall pay Bartolomei
compensation for such services rendered by the Executive and
Bartolomei in the amount as provided in the Consulting Agreement.
The termination of the consulting services shall be subject to the
terms and conditions of the Consulting Agreement or such other
agreements the Company and Bartolomei will enter into hereafter,
and shall not be terminated upon any event of Early Termination as
provided in Section 4 herein.
3. EMPLOYEE
BENEFITS. Upon presentation of appropriate
documentation, the Executive shall be reimbursed for all reasonable
and necessary approved business and entertainment expenses incurred
in connection with the performance of his duties hereunder, all in
accordance with the Company's expense reimbursement policy
applicable to senior executives from time to time in
effect.
4. EARLY
TERMINATION. The Executive's employment and the
Employment Term shall terminate on the first of the following to
occur:
(a)
Disability.
The thirtieth (30
th ) day following a written notice of termination
by the Company to the Executive due to Disability. For purposes of
this Agreement, "Disability" shall mean a
determination by the Company in accordance with
applicable law that due to a physical or mental injury, infirmity
or incapacity, the Executive is unable to perform the essential
functions of his job with or without accommodation for 180 days
(whether or not consecutive) during any 12-month period.
(b)
Death. Automatically on the date of death
of the Executive.
(c)
Cause. Immediately upon written notice of
termination by the Company to the Executive for Cause.
“Cause” shall mean, as determined by the Board (or its
designee) (1) conduct by the Executive in connection with his
employment duties or responsibilities that is fraudulent, unlawful
or grossly negligent; (2) the willful misconduct of the Executive;
(3) the willful and continued failure of the Executive to perform
the Executive's duties with the Company (other than any such
failure resulting from incapacity due to physical or mental
illness); (4) the commission by the Executive of any felony or any
crime involving moral turpitude; (5) violation of any material
policy of the Company or any material provision of the Company's
code of conduct, employee handbook or similar documents; or (6) any
material breach by the Executive of any provision of this Agreement
or any other written agreement entered into by the Executive with
the Company.
(d)
Without Cause.
On the sixtieth (60th)
day following written notice by either Party to the other Party
without Cause, other than for death or Disability of the
Executive. The Company may also terminate this Agreement
for cause at any time in the event of the failure of the Executive
to perform duties assigned by the Company in a correct, timely and
expeditious manner or in the event of material violation by the
Executive of any term or condition of this Agreement.
5. CONSEQUENCES
OF TERMINATION.
(a)
Disability.
Upon termination of the
Employment Term because of the Executive's Disability, the Company
shall pay or provide to the Executive (1) any unpaid bonus accrued
through the date of termination; (2) reimbursement for any
unreimbursed expenses properly incurred through the date of
termination; and (3) all other payments or benefits to which the
Executive may be entitled under the terms of any applicable
employee benefit plan, program or arrangement (collectively,
“Accrued Benefits”).
(b)
Death. Upon the termination of the
Employment Term because of the Executive's death, the Executive's
estate shall be entitled to any Accrued Benefits.
(c)
Termination for Cause.
Upon the termination of the
Employment Term by the Company for Cause or by either party in
connection with a failure to renew this Agreement, the Company
shall pay to the Executive any Accrued Benefits.
(d)
Termination without
Cause. Upon
the termination of the Employment Term by the Company without
Cause, the Company shall pay or provide to the Executive the
Accrued Benefits.
6. NO
ASSIGNMENT. This Agreement is personal to each of
the Parties. Except as provided below, no Party may
assign or delegate any rights or obligations hereunder without
first obtaining the written consent of the other Party hereto;
provided , however , that the Company may assign this
Agreement to any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the
Company.
7. NOTICES.
For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given (1) on the date of
delivery if delivered by hand, (2) on the date of transmission, if
delivered by confirmed facsimile, (3) on the first business day
following the date of deposit if delivered by guaranteed overnight
delivery service, or (4) on the fourth business day following the
date delivered or mailed by United States registered or certified
mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
David Briones
2564 Brunswick Pike
Lawrenceville, NJ 08648
If to the Company:
Clear-Lite Holdings, Inc.
102 NE 2nd Street, PMB 400
Boca Raton, Florida 33432
With a copy (which shall not
constitute notice) to:
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, New Jersey, 07726
Attention: Joseph M. Lucosky, Esq.
Tel.:732-409-1212
Fax: (732) 577-1188
or to such other address as either
Party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be
effective only upon receipt.
8. PROTECTION OF
THE COMPANY'S BUSINESS.
(a)
Confidentiality.
The Executive
acknowledges that during the course of his employment by the
Company (prior to and during the Employment Term) he has and will
occupy a position of
