EXECUTIVE EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (“Agreement”) is
entered into as of May 16, 2008 (“Effective Date”)
by and between Steven Magami, an individual
(“Executive”), and Stratos Renewables Corporation,
a Nevada corporation (“Company”). Company and
Executive are each a “Party” to this Agreement and
are sometimes collectively referred to as
“Parties.”
In
consideration of the mutual covenants and agreements contained
in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Company and Executive agree as
follows:
1.
Employment .
Company
employs Executive, and Executive agrees to be employed by Company,
upon the terms and conditions set forth in this Agreement beginning
on the Effective Date and continuing for two (2) years, until May
14, 2010, or such earlier date on which Executive’s
employment is terminated under Section 4 of this Agreement (the
“Term”). Thereafter, this Agreement shall automatically
be renewed and the Term extended for additional consecutive terms
of one (1) year (each a “Renewal Term”), unless such
renewal is objected to by either Company or Executive upon ninety
(90) days written notice prior to the commencement of the next
Renewal Term.
2.
Duties .
2.1.
Basic Duties .
Executive agrees to serve as Chairman of Company and will have such
other powers, duties and responsibilities as
are set forth in the Bylaws of Company and as
usually vested in his position as well as additional or different
duties that Executive may be reasonably directed to perform by the
Board of Directors of Company (“Board
of Directors”)
, or their designees. Executive shall be subject to Company
policies, procedures and approval practices, as generally in effect
from time-to-time.
2.2.
Time Devoted to Employment .
Nothing in this Agreement shall prohibit Executive from providing
services to any other entity, except that while Executive is
providing services to Company under this Agreement, Executive
will perform his duties and responsibilities faithfully,
diligently and to the best of his ability, in compliance with all
applicable laws and Company’s policies and
procedures.
2.3.
No Conflicting Agreements .
Executive represents and warrants that his performance of his
duties under this Agreement does not and will not breach any other
agreement, including any confidentiality and non-disclosure
agreements with prior employers or other persons. Executive
represents and warrants that he has not entered into, and will not
enter into, any agreement, either written or oral, in conflict with
this Agreement. Executive represents and warrants that he has
disclosed to Company any actual or potential conflicts.
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2.4.
Duty of Loyalty .
Executive acknowledges and agrees that Executive owes a fiduciary
duty of loyalty, fidelity and allegiance to act at all times in the
best interests of Company and to do no act which would
intentionally injure Company's business, its interests, or its
reputation. Executive understands that it is Company’s policy
to conduct its business according to the highest ethical and legal
standards and agrees to uphold those standards of business conduct
and ethical principles, and comply with all applicable laws and
regulations and Company’s policies.
2.5.
Place of Performance .
Executive shall be based at Company’s offices located at 9440
Santa Monica Blvd., Suite 401, Beverly Hills, CA 90210, except for
required travel on Company’s business from
time-to-time.
3.
Compensation and Method of Payment .
3.1.
Total Compensation .
As compensation under this Agreement, Company will pay and
Executive will accept the following:
3.1.1.
For
each year of this Agreement, measured from the Effective Date,
base compensation (“Base Salary”) of Two Hundred
Fifty Thousand Dollars ($250,000); provided, however, that
Company will review Executive’s Base Salary and may in
its sole discretion increase Executive’s Base Salary,
subject to the approval of the Board of
Directors.
3.1.2.
Company
will pay Executive a bonus in an amount to be determined for
each Fifty Million Dollars ($50,000,000) of capital raised by
Company during the Term. All capital raised by Company after
November 14, 2007 shall be included for purposes of
calculating bonuses under this Section 3.1.2.
3.1.3.
During
the Term, Executive is eligible for incentive bonuses which
may be awarded by Company, with the approval of the
Compensation Committee of the Board of Directors, in its sole
discretion.
3.1.4.
Company
will reimburse Executive for all reasonable travel,
entertainment and other expenses incurred or paid by Executive
in connection with the performance of Executive’s
duties, responsibilities or services under this Agreement,
upon presentation by Executive of documentation as Company may
request and in accordance with any applicable policies adopted
by Company.
3.1.5.
Executive
will be entitled to participate in employee fringe benefit,
health insurance, life insurance, and other programs which
Company may adopt from time-to-time for executives of Company.
Participation will be in accordance with any plans and any
applicable policies adopted by Company. Executive will be
entitled to vacations in accordance with Company policy in
effect from time-to-time and subject to applicable state
law.
3.2.
Reservation of Rights .
Notwithstanding any other provision of this Agreement, Company
reserves the right to modify, suspend or discontinue any and all
benefit plans, practices, policies and programs at any time whether
before or after termination of employment without advance notice to
or recourse by Executive.
3.3.
Payment of Compensation .
Company will pay Executive’s Base Salary in accordance with
the normal payroll cycle of Company as established from
time-to-time, subject to applicable taxes, withholding and other
required, usual or elected employee deductions.
4.
Termination of Agreement .
This Agreement and all obligations under this Agreement (except
those obligations which expressly survive the termination of this
Agreement) will terminate upon the earliest to occur of any of the
following:
4.1.
By Expiration .
This Agreement and the employment of Executive will terminate at
the expiration of the Term or any Renewal Term.
4.2.
Termination for Cause by Company .
Company may terminate Executive at any time if
it believes in good faith that it has Cause (as defined below) to
terminate Executive. “Cause” shall include, but not be
limited to:
4.2.1.
Executive’s
gross negligence and/or willful misconduct with respect to
Company and/or its subsidiaries and affiliates, and/or their
predecessors and successors;
4.2.2.
Executive’s
refusal to follow Company’s lawful directions or
substantial and repeated failure to perform Executive’s
duties;
provided ,
that with respect to any violation of this Section 4.2.2 that is
subject to cure, Executive will have the right, within thirty (30)
calendar days after receipt of written notice from Company, to cure
such event or circumstance giving rise to the violation, in the
event of which such event or circumstance shall be deemed to not
constitute Cause;
4.2.3.
Executive’s commission of a felony;
4.2.4.
Executive’s
acts
or omissions which constitute discriminatory, harassing or
retaliatory conduct, theft, fraud, dishonesty, including
Executive’s violation of the restrictive covenants in
Section 5 of this Agreement; or
4.2.5.
Executive
shall have been repeatedly or habitually intoxicated or under
the influence of drugs while on the premises of Company or
while performing any of his duties or
obligations.
4.3.
Resignation by Executive .
Executive has the right to resign Executive’s engagement for
Good Reason upon ninety (90) calendar days’ prior written
notice to Company (the “Resignation Notice”). On
Executive’s last day of the engagement, concurrently with his
resignation, Company will deliver a general release form to
Executive. If Executive executes and delivers the general release
form to Company within thirty (30) calendar days after
Executive’s receipt thereof and does not revoke such general
release form pursuant to any applicable revocation periods, then
Company will pay Executive Special Severance Pay as defined in this
Agreement within ten (10) business days after the date of
Executive’s execution and delivery of such release and the
expiration of any revocation period. If Executive purports to
resign without Good Reason and fails to render services under this
Agreement, such act and such failure shall be a material breach of
this Agreement and Company shall be entitled to terminate Executive
for Cause. “Good Reason” means that, without
Executive’s written consent, one or more of the following
events occurred after Executive’s execution of this
Agreement:
4.3.1.
Demotion.
A material adverse change in Executive’s status, title,
position or reporting responsibilities.
4.3.2.
Pay Cut. Executive’s annual Base Salary is
reduced.
4.3.3.
Relocation.
Executive’s principal office is transferred to another
location which is outside a fifty (50) mile radius from the
City of Los Angeles, California.
However,
an event that is or would constitute Good Reason shall cease
to be Good Reason if: (a) Executive does not deliver the
Resignation Notice stating Good Reason to Company within
thirty (30) calendar days after the event occurs; (b) Company
reverses the action or cures the default that constitutes Good
Reason within thirty (30) calendar days after Executive
delivers the Resignation Notice to Company; or (c) Executive
was a primary instigator of the Good Reason event and the
circumstances make it inappropriate in good faith for
Executive to receive Good Reason resignation benefits under
this Agreement.
4.4.
Termination For Disability, Death or a Reason Other Than For
Cause.
4.4.1.
Executive’s
employment will terminate immediately upon the death of
Executive.
4.4.2.
Except
as prohibited by applicable law, Company may terminate
Executive’s employment on account of Disability.
“Disability” means a physical or mental illness,
injury, or condition that prevents Executive from performing
substantially all of Executive’s duties under this
Agreement for at least ninety (90) consecutive calendar days
or for at least one hundred twenty (120) calendar days,
whether or not consecutive, in any three hundred and
sixty-five (365) calendar day period, as certified by a
physician selected by the Board of Directors in good
faith.
4.4.3.
Company
may terminate Executive’s employment without cause or
for any reason and without advance notice, subject to Section
4.5.3.
4.5.
Effect of Termination .
4.5.1.
Termination due to Expiration of Term or Renewal Term
.
If Executive’s employment is terminated due to the expiration
of the Term or any Renewal Term pursuant to Section 4.1, Company
will pay Executive accrued compensation and benefits due to
Executive under Section 3 through the last day of Executive’s
employment (“
Accrued Benefits ”).
Except to the extent required by law, all other obligations and
liabilities of Company shall terminate as of the effective date of
any such termination.
4.5.2.
Termination by Company for Cause .
In the event that Executive’s employment is terminated by
Company for “Cause” pursuant to Section 4.2, Company
will pay Executive Accrued Benefits required to be paid at
termination by law. Except to the extent required by law, all other
obligations and liabilities of Company shall terminate as of the
effective date of any such termination.
4.5.3.
Termination by Company Without Cause, by Executive for Good Reason,
or Termination Upon Death or Disability of Executive
.
If Executive (a) dies, (b) is terminated by Company for Disability
or (c) is terminated by Company for a reason other than for Cause,
then Company will pay Accrued Benefits to Executive or his personal
representative or estate. In addition, Company will deliver a
general release form to Executive or his personal representative or
estate promptly after such death or termination. If Executive or
his personal representative or estate executes and delivers the
general release form to Company within thirty (30) calendar days
after Executive’s (or his personal representative’s or
estate’s) receipt and does not revoke such general release
form pursuant to any applicable revocation periods, then Company
shall make one (1) lump sum payment, within ten (10) business days,
of the greater of (i) one (1) full year of Base Salary plus any
accrued unpaid bonuses and (ii) Base Salary for the remainder of
the Term plus any accrued unpaid bonuses (the “Special
Severance Payment”). Except to the extent required by law,
all other obligations and liabilities of Company shall terminate as
of the date of termination.
4.5.4.
Resignation as Board Member or Officer .
Immediately upon the termination of Executive’s employment
with Company, Executive will tender a written notice of
Executive’s resignation from any and all offices of Company
and all subsidiaries, affiliates or clients in which Executive
represents Company in the capacity of an officer or director.
Notwithstanding any failure by Executive to provide Company with
such written notice of resignation within three (3) days after the
date of the termination of Executive’s employment with
Company, Executive hereby authorizes and directs the Board of
Directors to accept Executive’s resignation from all said
positions effective as of the date of termination of
Executive’s employment.
5.
Property Rights and Obligations of Executive
.
5.1.
Confidential Information .
For purposes of this Agreement, “Confidential
Information” includes any and all financial, cost and pricing
information and any and all information regarding Company’s
customers, potential customers, suppliers, partners, service
providers, brokers, marketing plans, advertising, contracts,
potential contracts, strategies, forecasts, pricing, methods,
practices, techniques, business plans and financial plans and
information contained in any drawings, designs, plans, proposals,
customer lists, records of any kind, data, formulas,
specifications, concepts or ideas, where such information is
reasonably related to the business of Company, has been divulged to
or learned by Executive during the term of his employment by
Company, and has not previously been publicly released by duly
authorized representatives of Company or otherwise lawfully entered
the public domain.
5.2.
Preservation of Trade Secrets .
Executive will preserve as confidential all Confidential
Information pertaining to Company’s business that have been
obtained or learned by reason of his employment. Executive will
not, without the prior written consent of Company, either use for
his own or for any other person’s benefit or purposes or
disclose or permit disclosure to any third parties, either during
the Term or thereafter (except as required in fulfilling the duties
of his employment), any Confidential Information. Executive may
only use Company’s trade names and trademarks in
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