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EMPLOYMENT AND SERVICE AGREEMENT

Employment Agreement

EMPLOYMENT AND SERVICE AGREEMENT | Document Parties: ELKO VENTURES INC. | Elko Ventures, Inc You are currently viewing:
This Employment Agreement involves

ELKO VENTURES INC. | Elko Ventures, Inc

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Title: EMPLOYMENT AND SERVICE AGREEMENT
Governing Law: Nevada     Date: 8/24/2009

EMPLOYMENT AND SERVICE AGREEMENT, Parties: elko ventures inc. , elko ventures  inc
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EMPLOYMENT AND SERVICE AGREEMENT

This employment agreement (this "Agreement"), dated as of August 18, 2009 (the "Effective Date"), is made by and between Elko Ventures, Inc., a Nevada corporation (the "Corporation"), and Ronald Yadin Lowenthal (the "Executive") (each, a "Party" and together, the "Parties").

WHEREAS , the Executive is employed as President and Chief Executive Officer of the Corporation; and

WHEREAS , the Parties wish to establish the terms of the Executive's employment by the Corporation;

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.

POSITION/DUTIES:-

 

 

 

 

 

(a)

During the Employment Term (as defined in Section 2 below), the Executive shall serve as President and as the Chief Executive Officer of the Corporation. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other reasonable duties and responsibilities as the Board of Directors of the Corporation (the "Board") shall designate. The Executive shall report directly to the Board of Directors of the Corporation. The Executive shall obey the lawful directions of the Board and shall use his diligent efforts to promote the interests of the Corporation and to maintain and promote the reputation thereof.

 

 

 

 

 

(b)

During the Employment Term, the Executive shall use his best efforts to perform his duties under this Agreement and shall as much of his time energy and skill in the performance of his duties with the Corporation.

 

 

 

 

 

2.

EMPLOYMENT TERM:-

 

 

 

 

 

Except for earlier termination as provided in Section 6, the Executive's employment under this Agreement shall be for a five-year term commencing on the Effective Date and ending on August 17, 2014 (the "Employment Term").

 


 

 

3.

BASE SALARY:-

 

 

 

 

The Corporation agrees to pay to the Executive a base salary at an annual rate of not less than US$30,000 (Thirty thousand dollars), payable in accordance with the regular payroll practices of the Corporation. The Executive's Base Salary shall be subject to annual review by the Board (or a committee thereof). The base salary as determined herein from time to time shall constitute "Base Salary" for purposes of this Agreement . It is recorded that the Executive shall receive the full settlement of his first 2 (two) years’ base salary through the issue by the Corporation to the Executive of an amount of 3,000,000 (Three million) restricted shares of the Corporation’s shares of Common Stock; issued to the Executive at Par Value.

 

 

 

 

These shares of the Corporation’s Common Stock shall not be available to be assigned, pledged, sold, lent or in any way alienated for a period of 2 (two) years commencing from the date this Agreement. These shares are restricted under Regulation 144 and shall be held “on book” by the Transfer Agent to the Corporation; for an on behalf of the Executive. The Executive shall not be permitted to request these shares of the Corporation’s Common Stock, in certificated form, until the expiration of the 2 (two) years from the date of their issue to the Executive.

 

 

 

 

4.

BONUS:-

 

 

 

 

With respect to each full fiscal year during the Employment Term, the Executive shall be eligible to earn an annual bonus (the "Annual Bonus") in such amount, if any, as determined in the sole discretion of the Board of up to 100% (One hundred percent) of the Executive's Base Salary. In addition, the Executive shall be eligible to participate in the Corporation's bonus and other incentive compensation plans and programs (if any) for the Corporation's senior executives at a level commensurate with his position and may be entitled to bonus payments in addition to the amount set forth hereinabove.

2


 

 

5.

EMPLOYEE BENEFITS:-

 

 

 

 

 

(a)

Benefit Plans.

 

 

 

 

 

The Executive shall be eligible to participate in any employee benefit plan of the Corporation, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Corporation 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 Corporation 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 Corporation's policy applicable to senior executives from time to time in effect, but in no event less than two 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 Corporation. The carry-over of vacation days shall be in accordance with the Corporation'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 Corporation's expense reimbursement policy applicable to senior executives from time to time in effect.

3


 

 

(d)

Signing Bonus:-

 

 

 

 

Upon execution of this Agreement, the Executive shall be awarded a “Signing” bonus to be settled through the issuance of 2,000,000 (Two million) restricted shares of the Corporation’s Common Stock and at Par Value.

 

 

 

 

These shares of the Corporation’s Common Stock shall not be available to be assigned, pledged, sold, lent or in any way alienated for a period of 3 (three) years commencing from the date this Agreement. These shares are restricted under Regulation 144 and shall be held “on book” by the Transfer Agent to the Corporation; for an on behalf of the Executive. The Executive shall not be permitted to request these shares of the Corporation’s Common Stock, in certificated form, until the expiration of the 3 (three) years from the date of their issue to the Executive.

 

 

 

 

(e)

Liability Insurance

 

 

 

 

The Corporation undertakes to procure suitable and necessary Director’s Liability Insurance for the Executive. The costs of this Insurance are to be borne by the Corporation.

 

 

6.

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 Corporation to the Executive of termination due to Disability. For purposes of this Agreement, "Disability" shall mean a determination by the Corporation 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 upon the date of death of the Executive.

4


 

 

(c)

Cause:-

 

 

 

 

Immediately upon written notice by the Corporation 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 Corporation (other than any such failure resulting from incapacity due to physical or mental illness); (4) the commission by the Executive of any felony (or the equivalent under the law of the People's Republic of China) (other than traffic-related offenses) or any crime involving moral turpitude; (5) violation of any material policy of the Corporation or any material provision of the Corporation'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 Corporation.

 

 

 

 

(d)

Without Cause:

 

 

 

 

On the thirtieth (30th) day following written notice by the Corporation to the Executive of an involuntary termination without Cause, other than for death or Disability.

 

 

 

 

(e)

Good Reason.

 

 

 

 

On the sixtieth (60 th ) day following written notice by the Executive to the Corporation 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 Corporation within fifteen days following receipt of written notification by the Executive to the Corporation 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 Corporation.

5


 

 

7.

CONSEQUENCES OF TERMINATION:-

 

 

 

 

 

(a)

Disability:-

 

 

 

 

 

Upon termination of the Employment Term because of the Executive's Disability, the Corporation shall pay or provide to the Executive (1) any unpaid Base Salary and any accrued vacation through the date of termination; (2) any unpaid Annual Bonus accrued with respect to the fiscal year ending on or preceding the date of termination; (3) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (4) 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 Corporation for Cause or by either party in connection with a failure to renew this Agreement, the Corporation shall pay to the Executive any Accrued Benefits.

 

 

 

 

 

(d)

Termination without Cause or for Good Reason:-

 

 

 

 

 


 
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