Exhibit
10.1
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (hereinafter "Agreement") made and entered into
as of the 24th day of September 2009, by and between
KESSELRING HOLDING CORPORATION, a Delaware Corporation
(hereinafter referred to as the "Company") and JOSEPH SILVA,
a New Hampshire resident (hereinafter referred to as
“Executive"), effective September 11, 2009 (the
“Effective Date”).
W I T N E S S E T
H:
WHEREAS , the Company is a public holding company traded
on the Over the Counter Bulletin Board and its symbol is KSSH and
its subsidiaries are engaged in cabinet manufacturing and door and
hardware distribution.
NOW,
THEREFORE , in
consideration of the mutual promises contained herein, and for
other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
The foregoing recitals are true and correct in
every respect and are incorporated by reference herein.
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"Board" shall
refer to the Board of Directors of Company.
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“Stock” shall mean common shares of
KSSH.
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3.
DUTIES AND DEVOTION OF
EFFORTS
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Duties . Company hereby employs EXECUTIVE to
exercise all authority as the Chief Executive Officer and Chief
Financial Officer. Company is aware that EXECUTIVE has
other business interests that will require some of his
time.
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Devotion of
Effort . EXECUTIVE hereby agrees to devote
his best professional efforts to the interests of Company as
described herein. EXECUTIVE agrees to faithfully observe
and abide by all rules, regulations and Bylaws of Company which are
in force and which are brought to his attention. During
the term of the Agreement, EXECUTIVE shall conduct himself in a
manner befitting his position as a professional corporate Chief
Executive Officer.
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Term . The Term of this Agreement shall
begin on the Effective Date, and end on December 11, 2009 ("Initial
Term"). Upon expiration of the Initial Term, unless
terminated pursuant to Section 7 of this Agreement, the Agreement
shall be extended on a monthly basis (“Additional
Terms”).
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During each
Term hereof, Company shall provide the following to
EXECUTIVE:
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Base
Compensation . Executive’s Monthly Base
Compensation shall be $3,000. The Base Compensation shall be paid
in accordance with Company’s uniform payroll
procedures.
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Non-Cash
Compensation . Company shall provide EXECUTIVE
with non-cash compensation equal to a common stock purchase warrant
to acquire 1,000,000 shares of Stock exercisable at a price of
$0.01 per share for a period of five years, half of which shall be
exercisable immediately and half which shall be exercisable on
December 11, 2010.
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Benefits . EXECUTIVE shall not be provided
with benefits, which will be reviewed upon the extension of this
Agreement.
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Miscellaneous Expenses . Company shall reimburse EXECUTIVE
for EXECUTIVE’s reasonable travel costs, promotional and
business entertainment expenses, and all other related business
expenses that are pre-approved in writing by Virgil
Sandifer.
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King
Bros.-related Bonus . In the event that the Company or
its shareholders consummate a merger, acquisition, sale, or similar
transaction involving the King Bros. subsidiary during the Initial
Term or an Additional Term or within one hundred and eighty (180)
days after the termination of the Agreement, the Company shall pay
a cash bonus equal to Twenty-Five Thousand Dollars ($25,000) to
Executive at the time of the closing of such
transaction.
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Other
Business Combination or Financing Bonus . In the event that the Company, its
affiliates or shareholders consummates any other type of business
combination (e.g., a merger, acquisition, sale, joint venture,
combination, consolidation, debt or equity investment or financing,
etc. involving the Company and/or any of its affiliates and any
other entity) during the Term of the Agreement or within one
hundred and eighty (180) days after the termination of the
Agreement, the Company and Executive shall mutually agree, prior to
the consummation of any such business combination, on additional
related bonus compensation to be paid to EXECUTIVE.
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EXECUTIVE shall
not be responsible for the payment of any approved expenses
incurred in connection with his services provided to Company if
such expenses are not paid by Company.
7.
TERMINATION OF
AGREEMENT
Either the
EXECUTIVE or the Company may terminate the Agreement upon providing
written notice to the other party at minimum five (5) business days
prior to the end of the Initial Term or an Additional
Term.
Any and all
notices, requests, demands, directions or other communications
required or permitted hereunder shall be in writing and shall be
deemed to have been given or made when personally delivered or
mailed by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows or to such other address as
the party to whom the same is intended shall have specified in
conformity with the foregoing:
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As to Company:
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Kesselring
Holding Corporation
602 West Valley
Mall Blvd.
Union Gap, WA
98901
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As to EXECUTIVE:
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Joseph
Silva
P.O. Box
170
689 1
st N.H. Tpke.
Northwood, N.H.
03261
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EXECUTIVE shall
indemnify and hold Company harmless from and against any and all
claims or actions brought by any person or from liabilities,
losses, damages, costs, penalties and expenses, including but not
limited to attorneys’ fees, costs and interest incurred by
counsel of Company's choice, which may be sustained or incurred at
any time by reason of:
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EXECUTIVE’s gross negligence or willful
misconduct in performing or failing to perform any service within
the scope of EXECUTIVE's services under this Agreement;
or
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Violations of
the prohibitions of criminal statutes under federal or state law;
or
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Violations of
the prohibitions of civil statutes or regulations under federal or
state law (other tha
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