EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated
November 20,
2006 and effective as of the 17th day of February, 2006, is entered
by and
between Ckrush, Inc., a Delaware corporation (the "Company"),
located at 336
West 37th Street, Suite 410, New York, New York 10018 and Jeremy
Dallow (the
"Executive") having an address at 32 Rainbow Ridge Drive,
Livingston, New Jersey
07039. The Company and Executive may hereinafter be referred to
individually as
a "Party" or collectively as the "Parties".
WITNESSETH:
WHEREAS, the Company desires to procure the services of the
Executive as
its President and the Executive desires to provide such services to
the Company,
all upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises contained
herein,
and for other good and valuable consideration, the receipt and
sufficiency of
which are hereby acknowledged, and intending to be legally bound
hereby, the
Company and the Executive agree as follows:
1. EMPLOYMENT. The Company agrees to employ the Executive as the
President
of the Company, and the Executive accepts the employment, on the
terms and
conditions hereinafter set forth. During the Employment Term and
any Renewal
Terms, as those terms are hereinafter defined, the Executive shall
devote his
best efforts, knowledge and skill, and his full business time and
efforts to the
Company's business and affairs. The Executive will have the rights,
duties and
obligations customarily associated with the position of president
of a
comparably sized public company and will report directly to the
Chief Executive
Officer of the Company.
2. TERM OF EMPLOYMENT; RENEWALS; TERMINATION.
2.1 TERM. The employment hereunder shall commence on the date
hereof
(the "Commencement Date"), and shall continue until the end of the
Employment
Term, unless sooner terminated pursuant to the terms of this
Agreement. The
"Employment Term" shall mean the period commencing on the
Commencement Date and
continuing until the third (3rd) anniversary of the Commencement
Date.
2.2 AUTOMATIC RENEWALS UPON EXPIRATION OF EMPLOYMENT TERM.
Following
the expiration of the Employment Term, this Agreement shall
automatically renew
for terms of one (1) year (each, a "Renewal Term") unless either
the Company or
the Executive provides to the other not less than thirty (30) days
notice of
non-renewal prior to the expiration of the Employment Term or any
Renewal Term.
In the event of such an automatic renewal, the terms and conditions
of this
Agreement shall continue to apply to each such Renewal Term.
2.3 TERMINATION FOR CAUSE. The employment of the Executive may be
terminated by the Company at any time for Cause. For purposes of
this Agreement,
"Cause" is defined as (i) the occurrence of a breach of any
material covenant
contained in this Agreement by the Executive and the failure to
cure such breach
within thirty (30) days following
Executive's receipt of written notice with respect thereof; or (ii)
Executive's
willful malfeasance, gross negligence or gross or willful
misconduct in the
performance of his duties hereunder after thirty (30) days prior
written notice
to the Executive specifying the basis of such neglect and the
failure of the
Executive to correct such neglect; or (iii) the Executive's theft
or
embezzlement from the Company; or (iv) the Executive's conviction
of a felony
under the laws of the United States or any state of the United
States; or (v) a
final order by the Securities and Exchange Commission pertaining to
the
Executive that could reasonably be expected to impair or impede the
Executive
from performing the functions and duties contemplated by this
agreement.
2.4 TERMINATION UPON DEATH OR DISABILITY. This Agreement shall
automatically terminate in the event of the Executive's death or
Permanent
Disability. "Permanent Disability" is defined as physical or mental
incapacity
resulting in the absence from or inability to properly perform his
duties
hereunder (as determined by the Company) on a full time basis of
the Executive
for ninety (90) consecutive days, provided the Executive has met
the
requirements to receive benefits under any long term disability
policy then
maintained by the Company and applicable to the Executive. Returns
to work for
periods of less than one (1) week shall not toll the passing of the
time
required to establish Permanent Disability hereunder. In the event
of
termination due to death or Permanent Disability, the Company shall
continue to
pay the Executive's Base Salary (defined below) and continue health
insurance at
the Company's expense for the Executive (if applicable) and his
family (provided
an appropriate COBRA election is made) for twelve (12) months
following such
termination, but the Executive shall be entitled to no other
compensation or
benefits.
2.5 TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive may
terminate this Agreement for either (A) a failure on the part of
the Company to
make timely payment of Executive's Base Salary during the term of
this
Agreement; or (B) failure or refusal of a successor or assignee of
the Company
to assume and perform this Agreement; or (C) any breach by the
Company of any of
its undertakings in this Agreement; or (D) a material diminution by
the Company
during the term of this Agreement of Executive's duties or
responsibilities. Any
of the foregoing causes are referred to in this Agreement as "Good
Reason".
2.6 COMPENSATION UPON TERMINATION FOR CAUSE. In the event that the
Executive's employment is terminated for Cause pursuant to the
terms of Section
2.3, the Company shall only be obligated to pay the Executive, or
his legal
representatives, as the case may be, any unpaid portion of his Base
Salary at
the rate herein provided, which would have been earned had the
Executive
remained in the employment of the Company until the effective date
of such
termination. If the Executive terminates his employment with the
Company other
than for Good Reason, the Executive will thereby forfeit all
compensation,
benefits and financial obligations owed by the Company under this
Agreement,
except that Base Salary will be paid through the date of
termination of
employment by the Executive without Good Reason.
2.7. COMPENSATION UPON TERMINATION WITHOUT CAUSE OR FOR GOOD
REASON.
In the event the Executive's employment is terminated by the
Company without
Cause or by the Executive for Good Reason, then the Company shall
continue to
pay his Base Salary (defined below) and health insurance (provided
he makes an
appropriate COBRA election) for the remainder of the Employment
Term or Renewal
Term, as the case may be, in accordance
2
with the Company's then-current payroll practices, and a pro-rated
portion of
any discretionary bonus awarded to the Executive for the year in
which
Termination occurs, but the Executive shall be entitled to no other
compensation
or benefits. The Executive shall be entitled to a minimum of twelve
(12) months
Base Salary under the foregoing sentence.
3. COMPENSATION.
3.1 BASE SALARY. As compensation for the services to be rendered by
the Executive hereunder, the Company shall pay the Executive an
annual base
salary (the "Base Salary") of Two Hundred Thousand Dollars
($200,000) during the
first year of the Employment Term payable in accordance with the
Company's
then-current payroll practices, subject to all applicable
employment and
withholding taxes. Beginning on the first anniversary of the
Commencement Date
and continuing on each anniversary of the Commencement Date during
the
Employment Term and any Renewal Terms, Base Salary shall be
increased by an
amount equal to ten percent (10%) times the Base Salary then in
effect, plus any
additional amount determined by the Compensation Committee of the
Company's
Board of Directors.
3.2 BONUS. The Executive shall be eligible for an annual bonus (the
"Annual Bonus") in the discretion of the Company's Board of
Directors. Any such
bonus shall be payable in accordance with the Company's standard
policies and
procedures.
3.3 BENEFITS. The Executive shall be eligible to participate in the
Company's current health insurance plan with individual or family
coverage at
the Company's expense, subject to the terms of that plan, on the
same basis as
the Company's other senior executives. The Executive shall be
entitled to
participate in the Company's profit sharing and 401(k) consistent
with that
provided to other executives of the Company.
3.4 VACATION. The Executive shall be entitled to three (3) weeks
paid
vacation time per year, which shall increase at the rate of one (1)
per year
annually, up to a maximum of six (6) weeks per year. Accumulated
but unused
vacation time may be carried over from year to year.
3.5 EXPENSES. The Company shall reimburse the Executive for all
reasonable expenses actually incurred or paid by the Executive
during the
Employment Term in the performance of his services. The Company
shall pay such
reimbursement within a reasonable time following the Executive's
submission of
appropriate expense statements. In addition, the Company shall
provide the
Executive with an automobile allowance of Six Hundred Fifty Dollars
($650) per
month during the Employment Term.
3.6 STOCK OPTIONS. The Company will grant to the Executive options
to
purchase 10,500,000 shares of the Company's common stock. Of such
amount,
options to purchase 8,000,000 shares will be fully vested on the
Commencement
Date at an e
