|
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”), dated as of
April 1,
2007 ,
is entered into by and between
ClickableOil.com (the
“Company”), with offices at;
2 Madison Ave., Larchmont, NY 10538 ,
and; Nicholas Cirillo, (“Executive”). Therefore, this
agreement shall be between the Company and
Mr. Nicholas Cirillo (“Chief
Executive Officer”).
WHEREAS, the
Company
wants to employ the Executive and the Executive wants to be
employed by the Company.
NOW, THEREFORE ,
in consideration of the premises and the mutual covenants and
agreements herein contained, and intending to be legally bound
hereby, the Company and Executive hereby agree as
follows:
1.
Employment.
The
Company agrees to employ Executive, and Executive agrees to be
employed by the Company, upon the terms and subject to the
conditions herein provided.
2.
Term. The
employment of Executive shall initially be on a month-to-month
contract basis (referred to herein as the “Contract
Employment Term”) between Company and Executive, terminable
by either party upon ten (10) days written notice. After the
Funding, the employment of the Executive shall be for a period
(referred to herein as the “Employment Term”)
commencing on the day after the Funding is consummated (the
“Effective Date”) and ending on the earliest of (i) the
third (3
rd )
anniversary of the Effective Date, or the ending date of any
extension of this Agreement that is in effect thereafter, or (ii)
the date of termination of Executive’s employment pursuant
to
Section 5 hereof
(“Termination Date”).
3.
Position and Duties.
(a)
Position. During
the Contract Employment Term, and the Employment Term, Executive
shall serve as the Chief Executive Officer of the Company, and
shall be responsible for the operations of the company. In such
capacity, Executive shall have the duties, functions,
responsibilities and authority customarily associated with the
position Executive holds, subject to any applicable restrictions
imposed by the Bylaws of the Company and to the further directives
of the Board of Management and the President of the
Company.
(b)
Duties. During
the Employment Term, Executive shall be required to devote
substantially all, at least (80%) percent of his time, skill and
attention to the business and affairs of the Company, and in
furtherance of the business and affairs of the Company, except for
usual, ordinary and customary periods of vacation and absence due
to illness or other temporary disability, as set forth in the
Company’s standard employee policies. Executive, however, may
devote reasonable periods of time in connection with speaking
engagements, charitable and community activities and serving as the
director, officer or committee member of any organization, if such
activities enhance the business of the Company, do not
substantially interfere with the performance of the Executive
duties and services hereunder, and do not violate any other
provisions of this Agreement.
| |
4.
|
Compensation and Related Matters.
|
(a)
After
the Funding, Executive shall be paid at the rate of $125,000
per annum, payable in accordance with the payroll practices
adopted by the Company. After the first anniversary of the
Effective Date, the base rate may be reviewed periodically and
increases in such base rate granted in accordance with the
policies of the Company or by the resolution of the Board of
Management.
(b)
Benefits. Executive
shall, during the Employment Term, be entitled to
receive
all incidental benefits of employment of an executive of the
Company, including medical insurance, life insurance, pension
plans, bonuses, profit-sharing and incentive plans and any
other similar benefit in effect from time to time, and shall
be subject to all of the regularly established employee
policies for Executives of the Company.
(c)
Vacation and Sick Leave. During
each twelve-month period of the Employment Term, Executive shall be
entitled to at least four (4) weeks of vacation; holidays and other
paid or unpaid leaves of absence for illness or otherwise, with (2)
weeks incremental increase per additional year of service (with a
maximum of 8 weeks) consistent with the Company’s normal
policies. Vacation or leave time should be used each year or at the
employees option (and with companies approval) reimbursed at two
times normal pay, except that Executive may carry over two (2)
weeks of vacation time in any year (which may not
accumulate).
(i)
General. Except
as provided in subsections (ii) and (iii) below, Executive shall be
reimbursed for reasonable expenses incurred in the performance of
his/her duties and services hereunder and in furtherance of the
business of the Company to meet Internal Revenue Service
documentation standards for deductibility of such
expense.
(ii)
Travel. Executive
may from time to time be required to travel to meet
with the Company’s client or conduct other business on behalf
of the Company, and that travel may on occasion require the
Executive to stay overnight near the business location. Reasonable
costs of accommodations and travel to and from that location,
including, but not limited to, hotel charges, airfare and car
rental fees and taxes, shall be borne by the Company. Other
work-related expenses incurred as needed during travel will be
reimbursed at the discretion of the Company and only if they are
submitted in accordance with subsection (i) above.
(iii)
Entertainment Expenses. The
Company shall reimburse Executive for reasonable expenditures
relating to client entertainment that are deemed reasonable and
necessary to support a quality relationship with the
Company’s clients. All unbudgeted events require prior
approval by the Company’s president.
(f)
Education, Licenses and Training. Subject
to Subsection (e) above:
(i)
the
Company shall reimburse in full all reasonable costs
associated with any job-related education or any continuing
professional education (“CPE”) required for
Executive to maintain any licenses or certifications;
and
(ii)
the
Company shall pay all reasonable fees for licenses, certifications
or memberships in professional organizations.
(g)
Regulations. Executive
shall execute and become a party to the Regulations of the Company
dated
April 1, 2007 (the
“Regulations”), and all interests (as defined herein)
owned by Executive shall be subject to the Regulations’ terms
and conditions.
| |
5.
|
Termination of Employment.
|
(a)
Executive’s
employment hereunder:
(i)
shall
automatically terminate upon Executive’s death,
resignation or
retirement, or because he has become disabled, which for purposes
of this Section shall mean a physical or mental disability or other
incapacity which renders the Executive unable to perform his/her
duties for 270 consecutive days or for an aggregate of more than
nine (9) months in any twelve (12) month period; and
(ii)
may
be terminated by the Company at any for “cause”,
which shall mean by reason of any of the
following:
(A)
Executive’s conviction of, plea of nolo contender to
any felony or to any crime or offense causing substantial harm to
the business or reputation of the Company (whether or not the crime
or offense was for Executive’s personal gain) or involving
acts of theft, dishonesty, fraud or embezzlement.
(B)
willful
and intentional misuse or diversion of any of the
Company’s funds or assets;
(C)
fraudulent
or willful and material misrepresentations
or concealments on any written reports submitted to the
Company.
(D)
Executive’s
material failure to perform the duties of his position in a
satisfactory manner or material failure to follow or comply
with the reasonable and lawful directives of the Board of
Management or President of the Company;
provided, however, that
Executive shall have been informed, in writing, of such material
failure and given a period of not more than thirty (30) days to
remedy the failure if the failure is capable of being remedied
without penalty or damage to the Company.
(iii)
may
be terminated by the Executive at any time
| |
(A)
|
after
a material breach by the Company of any material provision of this
Agreement which, if correctable by the Company, remains uncorrected
for thirty (30) days following the written notice of such breach to
the Company from the Executive, or
|
| |
(B)
|
for
any other reason in the sole discretion of Executive.
|
(b)
Upon
termination of Executive’s employment pursuant to this
Section, Executive shall be entitled to receive, and Company
shall pay (i) the Base Salary and any bonus which may be due
him through the Termination Date (ii) the payment required and
articulated herein of this agreement if Employee’s
employment hereunder is terminated (I) by Employee for just
cause, or (iii) by Employer for any reason other than just
cause (as defined), Employer shall pay to Employee, as
severance (in lieu of any other of severance policy employee
of Employer and/or the Affiliates (five times (5x) the annual
base salary payable to Employee at the time of his termination
of employment. Such payment must be made by Employer in a lump
sum within fifteen (15) days after the date of
termination .
(c)
Severance:
If
termination occurs prior to the end of the second year
(without cause) vesting will be automatic and (12) months at
full pay will become due. The company whether in a lump sum or
spread across 12 months will determine the payment of
severance monies at the time of termination. Termination after
(2) years of full time employment will result in a severance
package consisting of a minimum of 13 weeks paid salary or (2)
weeks for every year of full time employment plus one week for
every $10,000 of base salary, not to exceed 39 weeks plus
accrued vacation.
6.
Business Opportunities and Intellectual Property: Covenant not
to Compete: Non-Solicitation Obligations; Non-Disparagement
Obligations; and Confidentiality
Obligations.
Executives
acknowledges that in the course of his employment hereunder
and performance of services on behalf of the Company he will
become privy to various business opportunities, economic and
trade secrets and relationships of the Company. Therefore, in
consideration of this Agreement, Executive hereby agrees as
provided below in this Section.
(a)
Business Opportunities and Intellectual Property
Executive
hereby assigns and agrees to assign to the Company and its
successors, assigns or designees all of Executive’s right,
title and interest in and to all Business Opportunities and
Intellectual Property (as defined
| 
