Exhibit 10.1
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”), dated as of October 1, 2009 (the
“Effective Date”), is made by and between 310 Holdings,
Inc., a Nevada corporation (the “Company”), and Ronald
Baldwin, Jr. (the “Executive”) (each, a
“Party” and collectively, the
“Parties”).
BACKGROUND
WHEREAS , the Company is a publicly traded company whose
shares are quoted on the OTC Bulletin Board;
WHEREAS , the Executive is to be employed by the Company
as Chief Financial Officer as described in Section 1;
and
WHEREAS , the Parties wish to establish the terms of the
Executive’s employment by 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:
AGREEMENT
(a) During
the Employment Term (as defined in Section 2 below), the Executive
shall serve as a 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 finances,
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.
(b) During
the Employment Term, the Executive shall report directly to the
Board of Directors of the Company. The Executive shall obey the
lawful directions of 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.
(c) During
the Employment Term, the Executive shall assist the CEO in
coordinating the Company’s investor relations activities
which shall include, but is not limited to, communications with
investors, analysts and media, and the Company’s public
disclosure, and shall implement and monitor the corporate
governance of the Company in compliance with the applicable laws
and regulations. The Executive shall work in conjunction with other
members of the executive management team to support the
Company’s business growth.
(d) During
the Employment Term, in the event that the Company engages in any
capital markets activities, the Executive shall participate in such
transactions by assisting the CEO, underwriters, counsels and
auditors, and preparing and/or reviewing requisite documentations
in connection with such transactions.
(e) During
the Employment Term, the Executive shall use his best efforts to
perform his duties under this Agreement and shall devote all of his
business time, energy and skill in the performance of his duties
with the Company. The Executive shall not during the Employment
Term (except as a representative of the Company or with consent in
writing of the Board) be directly or indirectly engaged or
concerned in any other business activity.
(f) During
the Employment Term, the Company shall maintain appropriate office
space in Pinellas County, Florida which shall be the principal
place of employment of the Executive. The Company shall provide
appropriate furnishing and equipment at the principal place of
employment to allow the Executive to perform the duties under this
Agreement.
2.
EMPLOYMENT TERM.
Except for earlier
termination as provided in Section 5, the Executive’s
employment under this Agreement shall be for a three-year
term commencing on the Effective Date and ending on October
1, 2012 (the “Employment Term”).
3.
COMPENSATION.
In consideration of the services to
be rendered hereunder, the Company agrees to pay to the Executive a
base salary at an annual base salary of $144,000, payable in
accordance with the regular payroll practices of the Company (the
“Base Salary”). The Executive will be responsible for
his own income tax payable to relevant federal and state
authorities in the United States. The Executive’s Base Salary
shall be subject to annual review by the Board (or a committee
thereof) but shall not be less than the Base Salary for any annual
period.
(a)
Benefit Plans.
The Executive shall be
eligible to participate in any employee benefit plan of the
Company, including, but not limited to, equity, pension, thrift,
profit sharing, medical coverage, education, or other retirement or
welfare benefits that the Company has adopted or may adopt,
maintain or contribute to for the benefit of its senior executives,
at a level commensurate with his positions, subject to satisfying
the applicable eligibility requirements. The Company may at any
time or from time to time amend, modify, suspend or terminate any
employee benefit plan, program or arrangement for any reason in its
sole discretion.
(b)
Vacation. The Executive shall be entitled to
an annual paid vacation in accordance with the Company’s
policy applicable to senior executives from time to time in effect,
but in no event less than three weeks per calendar year (as
prorated for partial years), which vacation may be taken at such
times as the Executive elects with due regard to the needs of the
Company. The carry-over of vacation days shall be in
accordance with the Company’s policy applicable to senior
executives from time to time in effect.
(c)
Business and Entertainment
Expenses. Upon presentation of appropriate
documentation, the Executive shall be reimbursed for all reasonable
and necessary 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.
(d)
Insurance.
The Executive and each individual
family member of the Executive shall be entitled to heath and
insurance plan as determined by the Company after consultation with
the Executive.
5.
TERMINATION.
The Executive’s
employment and the Employment Term shall terminate on the first of
the following to occur:
(a)
Disability.
On the thirtieth
(30 th ) day following written notice by the Company to
the Executive of termination 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 by
the Company to the Executive of a termination 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. In the event that the Company elects to
terminate Executive pursuant to this paragraph then Executive shall
be entitled to severance of $144,000, said amount shall be
deposited in the escrow account of MacFarland, Ferguson &
McMullen who shall act as Escrow Agent pursuant to the escrow
agreement attached hereto as Exhibit A and incorporated
herein.
(e)
Good Reason.
On the sixtieth
(60 th ) day following written notice by the Executive
to the Company of a termination for Good Reason. “Good
Reason” shall mean, without the express written consent of
the Executive, the occurrence of any the following events unless
such events are cured (if curable) by the Company within fifteen
days following receipt of written notification by the Executive to
the Company that he intends to terminate his employment hereunder
for one of the reasons set forth below: any material reduction or
diminution (except temporarily during any period of incapacity due
to physical or mental illness) in the Executive’s title,
authorities, duties or responsibilities or reporting requirements
with the Company.
6.
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 Base
Salary and any accrued vacation 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 or for
Good Reason. Upon the termination of the
Employment Term by the Company without Cause or by the Executive
with Good Reason, the Company shall pay or provide to the Executive
(1) the Accrued Benefits, and (2) subject to the Executive’s
execution (and non-revocation) of a general release of claims
against the Company and its affiliates in a form reasonably
requested by the Company, (A) continued payment of his Base Salary
for two (2) months after termination, payable in accordance with
the regular payroll practices of the Company, but off the payroll;
and (B) payment of the Executive's cost of continued medical
coverage for two (2) months after termination (subject to the
Executive’s co-payment of the costs in the same proportion as
such costs we
