EXHIBIT 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“
Agreement ”) made as of October 31, 2005 (the "
Effective Date "), by and between Innofone.com, Inc., a
Nevada corporation, having its principal office at 1431 Ocean
Avenue, Suite 1100, Santa Monica, CA 90401 (“ Employer
") or (“ Company ”), and Alex Lightman residing
at 1431 Ocean Avenue, Suite 419, Santa Monica, CA 90401 ("
Executive ”).
W I T N E S S E T
H
WHEREAS, Employer is a publicly traded company
currently listed on the OTC:BB and in the business, through a
recent merger with IPv6, Summit, Inc., of developing
high-technology involving the next generation of the Internet and
related technologies;
WHEREAS, Executive is a highly skilled executive
with experience operating and managing technology businesses;
and
WHEREAS, Employer desires to employ Executive,
and Executive desires to be employed by Employer, to perform the
services set forth herein.
NOW, THEREFORE, in consideration of the premises
and of the mutual covenants herein contained, the parties hereby
agree as follows:
Employer hereby employs Executive, and Executive
accepts employment with Employer, pursuant to the terms and
conditions of this Agreement.
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2.
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POSITION AND TITLE; DUTIES
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During the
Term (as hereinafter defined), Executive shall have the
position and title of Chief Executive Officer and Chairman
of the Board of Employer. In such capacity, Executive
shall perform the following duties, for Employer during the Term
and on a full-time basis:
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Manage and
oversee and be responsible for the planning of Employer’s
strategy and business plans;
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Be responsible
for overseeing the Employer’s operations and ensuring that
all other corporate officers and directors are performing in
accordance with their respective roles and duties;
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Be responsible
for ensuring the compliance of the Employer with the requirements
of regulatory agencies including but not limited to the Securities
and Exchange Commission and the Internal Revenue
Service;
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Oversee and
manage the development of leads for acquisitions and
growth;
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Manage the
Company in such a way as to use best efforts to enhance Company
shareholder value, maximize potential for profit;
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Ensure that all
Company transactions are made in the best interests of the Company
and its shareholders; and
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Perform such
other duties as are reasonably associated with such position and
such other duties consistent therewith as may reasonably be
requested by Employer.
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Executive shall
notify Employer in writing promptly, but in no event later than
five (5) days, after Executive has received notice of any of the
following:
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Executive
becomes the subject of a disciplinary proceeding or action, or the
subject of any investigation, sanction or similar action by any
federal, state or private peer review organization or agency, or
the subject of an audit or similar proceeding by any regulatory
agency; or
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any event
occurs that substantially interrupts all or a portion of
Executive’s performance hereunder or that materially
adversely affects Executive’s ability to perform his duties
under this Agreement.
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As disclosed to
Employer and with Employer’s full knowledge, the Executive
maintains business interests outside the scope of those covered in
this Agreement including those activities as owner and manager of
other private business and investments (“Other
Activities”). Regardless of Other Activities, Executive shall
devote such of his business time, attention, knowledge, skill and
energy to the business and affairs of the Employer during the Term
as necessary to fulfill his obligations hereunder, and shall at all
times use his best efforts and abilities to promote the
Employer’s interests and as necessary to fulfill his
obligations under Section 2.B .
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Executive is
deemed to be an employee of Employer for all purposes as provided
by law, including for purposes of federal law and for purposes of
state law related to taxes unemployment compensation, salary,
benefits, and workers' compensation. As compensation for services
rendered by Executive while employed hereunder, Employer will pay
Executive the compensation set forth below:
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During the
Term, as defined hereunder, the Employer shall pay Executive the
salary of Two Hundred and Ninety-Five Thousand Dollars ($295,000)
per annum as compensation (the “ Compensation
”). The Compensation shall be paid in regular bi-weekly
payments, in accordance with Employer’s salary payment
procedures as in effect from time to time. The Compensation shall
be subject to withholding and deductions for all applicable taxes.
In addition, Employer shall provide Executive bonus compensation
during the Term as follows:
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A performance
target bonus equal to a maximum of thirty percent (35%) of the
total cash value of each annual salary paid to Employee
(“Target Bonus”) and determined solely at the election
of the Board of Directors of Employer or such Compensation
Committee as may be established by Employer and as calculated by
such determining body on or about December 31 of each year worked
by Employee. It is understood that fifty percent (50%) of any such
Target Bonus may be taken in the form of cash and the balance of
such Target Bonus taken in the form of common stock by Employee and
pro rata depending on the actual Target Bonus issued by the
Employer in any given Term. The Target Bonus shall be based on
annual goal attainment as set by the Employer for both Employee and
the Company.
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Subject to the
discretion of the Compensation Committee of the Company or, if
none, at the discretion of the Board of Directors of the Company,
Employee shall also be entitled to bonus cash compensation equal to
thirty five percent (35%) of the total cash value of the annual
salary payable to Employee for each and every merger and/or
acquisition made by the Company of a non-affiliated third party
entity (“Performance Bonus”) those closing of which
provides no less than $1,000,000 of estimated annual accretive
EBITDA to the Company.
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It is
understood and agreed that regardless of Employee’s
performance hereunder and notwithstanding performance under Section
3 (A) (i) (a) and/or (b), above, the maximum total combined Target
Bonus and Performance Bonus payable to Employee in any given 12
month period shall be no greater than one hundred percent (100%) of
Employees annual salary for such period.
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Executive shall
be eligible at Executive’s election to participate in any
bonus or incentive programs on the same terms as instituted for key
employees of Employer and as implemented by the Company’s
Compensation Committee.
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Employer shall
make available to the Executive employee benefits of the type
Employer generally makes available to the other executive officers
of Employer.
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For the Term, Executive shall be entitled to
three (3) weeks of paid time off per contract year for vacation and
one week for sick leave time (collectively “PTO”).
Thereafter, Executive shall be entitled to the amount of PTO for
vacation, sick leave as may be made available by Employer to other
persons similarly employed by it in positions and with seniority
similar to that of Executive.
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