EX. 10.8
(President and Chief Executive
Officer)
This EMPLOYMENT
AGREEMENT is dated as of October 1, 2009 (“Date of
Commencement”) between Oscar F. Luppi (the
“Executive”) and Force Fuels Inc., a Nevada corporation
(the “Company”) (collectively the
“Parties”).
WHEREAS, the
Company wishes to employ the Executive and the Executive desires to
accept such employment, upon the terms and conditions stated
herein;
NOW, THEREFORE,
in consideration of the promises exchanged by the Parties, it is
agreed:
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(1)
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Employment. The Company hereby agrees
to employ the Executive, and the Executive hereby accepts such
employment, upon the terms and conditions set forth
herein.
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(2)
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Duties and
Responsibilities of the Executive. During the term of
his employment, the Executive shall execute his duties and
responsibilities as follows:
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The Executive
shall diligently and faithfully serve the Company in the positions
of President and Chief Executive Officer and shall be responsible
for the daily operations of the Company.
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The Executive
shall devote his best efforts, services and attention to the
advancement of the Company’s business and interests. The
Executive shall devote his time, attention and energies to the
affairs of the Company.
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The Executive
shall report to, and be subject to the supervision of, the Board of
Directors of the Company. The Executive shall diligently and
faithfully carry out the policies, programs and directions of the
Board of Directors of the Company. The Executive shall execute and
discharge such duties and responsibilities as may be assigned to
the Executive from time to time by the Board of Directors of the
Company.
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The Executive
will have the position of Chairman of the Board of Directors for
the duration of this agreement.
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The Executive
shall fully cooperate with other officers and executives of the
Company.
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Subject to the
provisions of section (2)C above , the Executive shall:
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Be responsible
for the organization, implementation and operation of the
Company’s activities as determined from time to time by the
Board of Directors;
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Be responsible
for employing and supervising other employees of the Company,
subject to the policies and procedures and direction of the Board
of Directors;
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Be responsible
for recommending to the Board for approval all contracts between
the Company and other entities for the provision of goods and
services. It is understood that the Board may set, from time to
time, a discretionary limit under which, Executive may operate
without prior Board approval;
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Generally
perform the usual duties and responsibilities of a President and
Chief Executive Officer of the Company.
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(3)
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Compensation. In consideration of the
services rendered by the Executive, the Company agrees to
compensate the Executive as follows:
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Base
Compensation. The Executive’s annual base
compensation initially shall be Two Hundred Fifty Thousand Dollars
($250,000), payable in accordance with the salary policies of the
Company in effect from time to time but no less frequently than
monthly, however Executive agrees to accumulate base compensation
at his discretion during the first year.
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Salary
Increases. The base compensation will increase on
October 1, 2010 to $350,000. The Company shall annually
review the Executive’s performance and compensation. The
Executive’s base compensation will be increased annually by
not less than five percent (5%). Executive’s annual base
compensation shall not be reduced below the base compensation as
from time to time adjusted, unless agreed upon in
writing.
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Incentive
Bonuses. The Board of Directors shall grant Executive
such annual bonuses as the Board of Directors, in its discretion,
may determine to be appropriate in light of the Company’s
performance and the Executive’s performance and contribution
to the Company’s success.
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Other
Allowance. The Executive shall receive an automobile
allowance not to exceed Seven Hundred Fifty Dollars ($750.00)
monthly for the purpose of leasing and maintaining insurance on an
automobile of the Executive’s choice.
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Term Life
Insurance. The Company shall purchase and provide
Executive with term life insurance coverage after twelve months of
employment, in the amount of $1,000,000: the beneficiary, or
beneficiaries, shall be named by the Executive. The Executive
agrees to permit the Company to purchase “Key man” term
life insurance coverage for the benefit of the Company at its sole
discretion.
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Vacation and
Medical Leave. The Executive shall have three (3) weeks
of vacation at times mutually convenient to Executive and the
Company. It is understood that Executive may fulfill
some of his obligations under this agreement while being away from
the premises and such absences shall not be deemed non compliance
with his obligations under this agreement. Accrued vacation may not
be carried over, but must be used in the annual period in which it
accrues. Continuation of compensation during periods of absence for
medical reasons will be determined by Company policy.
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Signing
Bonus. The Company will issue One Million (1,000,000)
shares of the Company’s Common Stock and an additional One
Million (1,000,000) options to purchase the Company’s Common
Stock upon the Company’s Common Stock listing on the OTC
Bulletin Board at a 20% discount off the stock price quoted on the
first opening trade, with a five year cashless exercise to the
Executive, upon signing of this agreement.
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Renewal
Bonus. The Company will issue Five Hundred Thousand
(500,000) shares of the Company’s Common Stock upon renewal
of this agreement as defined in section (4) below.
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Withholdings. The Executive’s
salary and all other payments and benefits shall be subject to all
deductions and withholdings mandated by federal, state and local
laws and regulations.
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Expenses. The Executive shall be
reimbursed for all necessary and reasonable expenses incurred by
him in the execution of his duties and responsibilities and in
accordance with policies approved by the Board or
Directors.
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Executive shall
submit to Company for review any proposed scientific and technical
articles and the text of any public speeches relating to work done
for Company before they are released or delivered. Company has the
right to disapprove and prohibit, or delete any parts of, such
articles or speeches that might disclose Company's Trade Secrets or
Confidential Information or otherwise be contrary to Company's
business interests.
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(4)
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Term of
Agreement. Unless terminated as provided in
Paragraph (5)C below “Termination for
Cause” hereof, the Term of this Employment Agreement shall
continue for Three (3) years from October 1, 2009 to October 1,
2012, and shall be renewable by the mutual consent of the Parties.
If written notice of non-renewal is not given by either Executive
or Company not less than three (3) months before the expiration of
the term of this Employment Agreement (or any renewal term) the
Employment Agreement shall be automatically renewed, from time to
time, for subsequent five (5) year terms.
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(5)
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Termination of
Employment Agreement.
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Notice and
Severance Pay. Either party may terminate this
Employment Agreement at
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