Exhibit
10.3
Exhibit
B
Form of Escrow
Agreement
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (“ Agreement
”) is made and entered into as of October ___, 2006 by and
among ELECTRIC AQUAGENICS UNLIMITED, INC., a Delaware corporation
(“ Company ”), WADE R. BRADLEY, a Georgia
resident (“ Employee ”), and SPECIALIZED TITLE
SERVICES, INC. (“ Escrow Agent ”).
W I T N
E S S E
T H :
WHEREAS, Company and Employee have executed and
delivered that certain Employment Agreement, dated October ___,
2006 (the “ Employment Agreement ”);
WHEREAS, pursuant to Section 13(c) of the
Employment Agreement, the Company hereby deposits into escrow the
sum of Two Hundred Forty Thousand and No/100 Dollars (“
Deposit ”) from which any Severance Payment owed by
the Company to Employee will be paid; and
WHEREAS, Escrow Agent is willing to accept the
Deposit, and to hold in trust, disburse and apply same strictly in
accordance with the terms and conditions set forth
below.
NOW, THEREFORE, for and in consideration of the
premises hereto, the covenants and agreements hereinafter made, and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, the
parties agree as follows (all capitalized terms not defined herein
shall have the meanings assigned to them in the Employment
Agreement):
1. Appointment of Escrow Agent
. Employee and Company hereby
appoint and designate Specialized Title Services, Inc. as the
escrow agent for the purposes herein set forth, and said Escrow
Agent hereby accepts such appointment.
2. Deposit of Deposit . Employee hereby deposits with Escrow Agent
the sum of Two Hundred Forty Thousand and No/100 Dollars
($240,000.00) (the “ Deposit ”), and Escrow
Agent hereby acknowledges receipt of the Deposit. Escrow Agent
shall hold and disburse the Deposit pursuant to, and strictly in
accordance with, the terms and conditions of this Agreement. Escrow
Agent shall deposit the Deposit, as soon as reasonably possible
after receipt, in a federally insured, interest-bearing escrow
account (the “ Depository ”).
Subject to the provisions of Section 3(b) below,
all interest earned on the Deposit in the Depositary shall belong
exclusively to Company, and all interest earned on the Deposit
shall be disbursed to the Company each month.
(a) Disbursement . Escrow Agent is to hold the Deposit until the
earliest of the following dates:
(i) Escrow Agent shall immediately disburse the
Deposit strictly in accordance with, and upon, joint written
instructions from Employee and Company to Escrow Agent;
or
(ii) If Escrow Agent receives a written demand (a
“ Demand ”) from either Employee or Company for
the payment to him or it, respectively, of the Deposit or any
portion thereof, Escrow Agent shall promptly notify the other
party, enclosing a copy of the Demand. If Escrow Agent has not
received from the non-demanding party its notice of objection to
the Demand within ten (10) business days after the non-demanding
party has received, or is deemed to have received, Escrow
Agent’s notice of the Demand, then Escrow Agent shall
disburse the Deposit as requested by the Demand. If Escrow Agent
receives from the non-demanding party its notice of objection to
the Demand within such ten (10) business day period, then Escrow
Agent shall notify the other party and shall continue to hold the
Deposit until Escrow Agent receives a joint instruction as provided
for in clause 3(a)(i) above, or Escrow Agent receives another
Demand which has not been objected to by the non-demanding party in
accordance with the immediately preceding sentences. Regardless,
after sixty (60) days since Escrow Agent’s receipt of the
Demand, Escrow Agent may deposit the Deposit with a court of
competent jurisdiction; or
(iii) The Escrow Agent shall disburse the Deposit
strictly in accordance with a final, non-apealable order or
judgment of a court of competent jurisdiction.
(b) Interest on Deposit . If there is a dispute between the parties
regarding the disbursement of the Deposit, then the interest earned
on the Deposit for the period of time beginning on the date of
notice to Escrow Agent of such dispute and ending when such dispute
is resolved shall be belong to the prevailing party in such
dispute.
4. Conditions to Escrow . Escrow Agent accepts this undertaking subject
to the following conditions:
(a) Escrow Agent may, prior to establishing the
“separate interest bearing” account, commingle funds
received by it with escrow funds of others in its regular escrow
account at the Depository; provided, that the Deposit shall be
invested in the separate interest bearing account by the next
business day following receipt by Escrow Agent. Escrow Agent shall
not be accountable for any incidental benefit which may be
attributable to the funds so deposited.
(b) Escrow Agent shall not be liable for any loss
caused by the failure, suspension, bankruptcy or dissolution of the
Depository.
(c) Provided Escrow Agent is acting in good faith,
Escrow Agent shall not be liable for loss or damage r