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EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXHIBIT 10.1  EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: INNOFONE COM INC | Paul Shephard You are currently viewing:
This Employment Agreement involves

INNOFONE COM INC | Paul Shephard

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Title: EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/4/2005
Industry: Communications Services     Sector: Services

EXHIBIT 10.1  EXECUTIVE EMPLOYMENT AGREEMENT, Parties: innofone com inc , paul shephard
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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:

 

1.

EMPLOYMENT .

 

Employer hereby employs Executive, and Executive accepts employment with Employer, pursuant to the terms and conditions of this Agreement.

 

2.

POSITION AND TITLE; DUTIES .

 

 

A.

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:

 

 

(i)

Manage and oversee and be responsible for the planning of Employer’s strategy and business plans;

 

 

(ii)

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;

 

 

(iii)

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;

 

 

(iv)

Oversee and manage the development of leads for acquisitions and growth;

 

 

 


 

 

(v)

Manage the Company in such a way as to use best efforts to enhance Company shareholder value, maximize potential for profit;

 

 

(vi)

Ensure that all Company transactions are made in the best interests of the Company and its shareholders; and

 

 

(vii)

Perform such other duties as are reasonably associated with such position and such other duties consistent therewith as may reasonably be requested by Employer.

 

 

B.

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:

 

 

(i)

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

 

 

(ii)

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.

 

 

C.

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 .

 

3.

COMPENSATION .

 

 

A.

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:

 

 

(i)

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:

 

 

(a)

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.

 

 

 


 

 

(b)

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.

 

 

(c)

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.

 

 

(ii)

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.

 

 

(iii)

Employer shall make available to the Executive employee benefits of the type Employer generally makes available to the other executive officers of Employer.

 

4.

VACATION TIME .

 

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.

 

5.

REIMBURSEMENT


 
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