Exhibit 10.1
Employment
Agreement
This Employment Agreement ("Agreement") is dated
as of January 1, 2008 and is entered into by and between Gary F.
Kimmons ("Executive") and eDOORWAYS Corporation, a Delaware
corporation ("EDOORWAYS") located at 2602 Yorktown Place, Houston,
Texas 77056.
RECITALS
WHEREAS, Executive desires to continue to
perform services on behalf of the Corporation as President and
Chief Executive Officer ("CEO") and Chairman of the EDOORWAYS Board
of Directors, all as an employee of EDOORWAYS, including the
performance personally of such services as Executive and EDOORWAYS'
Board of Directors deem necessary; and
WHEREAS, the Board of Directors wish to continue
the employment of Executive in such capacities under the terms of
this Agreement; and
WHEREAS, the Corporation is now implementing a
new business plan focused on implementing the eDOORWAYS web portal
and has recently restructured its financials and has undertaken a
name change;
THEREFORE, EDOORWAYS considers it essential to
the best interest of EDOORWAYS and its shareholders that Executive
be encouraged to remain with EDOORWAYS and continue to devote full
attention to EDOORWAYS' business notwithstanding the possibility,
threat or occurrence of a change in Control (as defined below) of
EDOORWAYS. EDOORWAYS believes that it is the best interest of
EDOORWAYS and its shareholders to reinforce and encourage the
continued attention and dedication of Executive and to diminish
inevitable distractions arising from the possibility of a Change in
Control of EDOORWAYS. Accordingly, to assure EDOORWAYS that it will
have Executive's undivided attention and services notwithstanding
the possibility, threat or occurrence of a Change in Control of
EDOORWAYS, and for other good and valuable consideration, the Board
of Directors of EDOORWAYS has caused EDOORWAYS to enter into this
Agreement.
THEREFORE, the parties mutually agree as
follows:
ARTICLE 1.
EMPLOYMENT
1.1 Conditions of Employment. EDOORWAYS hereby
continues the employment of Executive and Executive accepts such
continued employment as President and CEO and Chairman of the Board
of Directors, continuing to render professional services on behalf
of EDOORWAYS, subject to the supervision and direction of the
Corporation's Board of Directors, and subject to the law of the
Corporation as given in the Articles of Incorporation and the
Bylaws.
1.2 Term of Employment. This Agreement shall be
effective as of the date first indicated above and shall expire on
the third anniversary of such date; provided however that on such
third anniversary and on the anniversary of such date in each year
thereafter, such expiration date shall be extended for one
additional year, unless, at least sixty (60) days prior to such
expiration date, EDOORWAYS shall have delivered to Executive or
Executive shall have delivered to EDOORWAYS written notice that
such expiration date shall not be so extended.
ARTICLE 2.
EFFECTIVE DATE
2.1 The "Effective Date" shall mean the first
date during the term of this Agreement on which a Change of Control
(as defined in Article 3) occurs; provided, however, that if a
Change of Control occurs and if Executive's employment with
EDOORWAYS is terminated prior to the date on which the Change of
Control occurs, and if it is reasonably demonstrated by Executive
that such termination of employment (a) was at the request of a
third party who has taken steps reasonably calculated to effect a
Change of Control or (b) otherwise arose in connection with or
anticipation of a Change of Control, then for all purposes of this
Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination of employment.
ARTICLE 3.
CHANGE OF CONTROL
3.1 For the purpose of this Agreement, a "Change
of Control" of EDOORWAYS shall mean and shall be deemed to have
occurred if:
3.1.1 Any "person" as such term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than EDOORWAYS,
its founder, Gary F. Kimmons, any trustee or other fiduciary
holding securities under any employee benefit plan of EDOORWAYS, or
any company owned, directly or indirectly, by the stockholders of
EDOORWAYS in substantially the same proportions as their ownership
of Stock in EDOORWAYS), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of EDOORWAYS representing thirty percent
(30%) or more of the combined voting power of EDOORWAYS' then
outstanding securities, or the beneficial ownership, including
voting rights of non-owned shares, of EDOORWAYS' founder, Gary F.
Kimmons, is reduced to less than thirty percent (30%) of the
combined voting power of EDOORWAYS' then outstanding
securities;
3.1.2 During any period of two consecutive
years, individuals who at the beginning of such period constitute
the Board of Directors, and any new director (other than a director
designated by a person who has entered into an agreement with
EDOORWAYS to effect a transaction described in clause 3.1.1, 3.1.3
or 3.1.4 of this Article) whose election by the Board of Directors
or nomination for election by EDOORWAYS' stockholders was approved
by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the two year
period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority
of the Board of Directors;
3.1.3 The stockholders of the Company approve a
merger or consolidation of EDOORWAYS with any other corporation,
other than a merger or consolidation which would result in voting
securities of EDOORWAYS outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than fifty percent (50%) of the combined voting power of the
voting securities of EDOORWAYS or such surviving entity outstanding
immediately after such merger or consolidation; provided, however,
that a merger or consolidation effected to implement a
re-capitalization of EDOORWAYS (or similar transaction) in which no
person acquires more than thirty percent (30%) of the combined
voting power of EDOORWAYS' then outstanding securities shall not
constitute a Change in Control of EDOORWAYS; or,
3.1.4 The stockholders of EDOORWAYS approve a
plan of complete liquidation of EDOORWAYS or an agreement for the
sale or disposition of EDOORWAYS of all or substantially all of
EDOORWAYS' assets.
ARTICLE 4.
EMPLOYMENT PERIOD
4.1 EDOORWAYS hereby agrees to continue
Executive in its employ, and Executive hereby agrees to remain in
the employ of EDOORWAYS subject to the terms and conditions of this
Agreement, for the period commencing on the Effective Date and
ending on the date which is the latest of the following:
4.1.1 The date which is fifteen (15) days after
the first anniversary of a Change in Control;
4.1.2 The date which is fifteen (15) days after
the first anniversary of the effective date of any merger, the
approval of which constituted a Change in Control;
4.1.3 December 31, 2010;
Such period
shall hereinafter be referred to as the "Employment
Period."
ARTICLE 5.
TERMS OF EMPLOYMENT
5.1 Description of Duties. Executive shall act
as CEO and President of the Corporation. During the Employment
Period, (a) Executive's position (including status, offices,
titles, and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and
assigned at any time during the one hundred twenty (120) day
waiting period immediately preceding the Effective Date; and (b)
Executive's services shall be performed at the location where
Executive was employed immediately preceding the Effective Date or
any office or location which is less than thirty five (35) miles
further away from Executive's place of residence.
5.2 Devotion of Effort. Executive agrees to
devote sufficient time, attention, and skill to the performance of
his duties as an employee of EDOORWAYS as set out and authorized by
the Board of Directors. During the term of this Agreement, he shall
not render services on his own or on behalf of any party other than
EDOORWAYS unless otherwise authorized by the Board of
Directors.
5.3 Compensation and Benefits. As set out and
authorized by the Board of Directors, EDOORWAYS agrees to
compensate Executive for services rendered in the following
manner:
5.3.1 Monthly Salary. As compensation for the
services to be rendered hereunder, EDOORWAYS will continue to pay
Executive a monthly salary in an amount equal to Twenty Five
Thousand Dollars ($25,000.00). The monthly salary shall be paid in
semi-monthly payments of one-half of the monthly amount each on the
first and fifteenth day of each month with respect to the
immediately preceding month, continuing at this or a greater amount
as set by the Board until this Agreement is terminated.
5.3.2 Annual Base Salary. During the Employment
Period, EDOORWAYS shall pay Executive an annual base salary
("Annual Base Salary"), payable in semi-monthly installments, which
shall initially be at least equal to twelve times the highest
monthly salary paid or payable, including any base salary which has
been earned but deferred, to Executive by EDOORWAYS during the
twelve-month period immediately preceding the month in which the
Effective Date occurs. EDOORWAYS may, in its discretion,
periodically increase Executive's base salary. The term "Annual
Base Salary" as used in this Agreement shall refer to Annual Base
Salary as so increased. EDOORWAYS may not, however, reduce
Executive's base salary during the Employment Period.
5.3.2 Cash Bonus. In addition to the monthly
salary specified in 5.3.1 above, EDOORWAYS will pay Executive a
cash bonus of sixty thousand dollars ($60,000) representing 20% of
Executive's annual base salary. Executive may elect to receive
payment in the form of common stock of eDOORWAYS Corporation or its
successor(s) rather than in a cash payment. In the event that
Executive elects to receive common stock, the issuance of said
shares shall be registered with the U.S. Securities and Exchange
Commission on its Form S-8 or similar registration within five days
of delivery of such stock to Executive. The number of shares to be
received by Executive shall be calculated by taking the average
closing price of EDWY stock for the five business days prior to the
date payment is made. Should Executive elect to receive cash, the
timing of the cash payment shall be determined by EDOORWAYS' Board
of Directors.
5.3.3 Shares of eDOORWAYS Corporation
Common Stock. In addition to the monthly salary and any other
benefits available to all employees, including standard incentive
qualified stock options, EDOORWAYS will grant to Executive the
following: (i) thirty million (30,000,000) shares of EDOORWAYS
restricted common stock (par value $0.001 per share) to be issued
in the name of the Kimmons Family Partnership, Ltd., as an
incentive for signing a new employment agreement for 2008 and (ii)
seven hundred fifty thousand (750,000) shares of EDOORWAYS
restricted Series "C" convertible preferred stock to be issued in
the name of The Kimmons Family Partnership, Ltd. as a signing bonus
to be given to Executive at the time that this agreement is
executed.
5.3.4 Employee Benefit Plans. Executive shall be
entitled to participate in all employee benefit plans to be
established by the Board of Directors on the same terms and
conditions as all other employees similarly situated. Executive
shall be provided with benefits and fringe benefits no less
favorable in the aggregate than those in effect for Executive at
any time during the one hundred twenty (120) day waiting period
immediately preceding the Effective Date, except for any reductions
in benefits which apply generally to all executives of
EDOORWAYS.
5.3.5 Inability to Perform Duties. If Executive
is unable to perform his duties hereunder by reason of illness or
incapacity of any kind for a period of more than six (6)months, his
salary payments may be reduced or terminated by EDOORWAYS at its
absolute discretion. Executive's full salary shall be reinstated by
upon his return to full-time employment and the full discharge of
his duties hereunder. This Article shall in no way limit the rights
of EDOORWAYS under Article 6 hereof.
5.3.6 Paid Leave. Leaves of absence with full
payment of salary may be granted to Executive for attendance at
professional conventions, continuing education institutes in his
profession and other professional or business activities, as
approved by EDOORWAYS, with full or partial payment of expenses at
its sole discretion.
5.3.7 Unpaid Leave. Unpaid leave of absence may
be granted at the sole discretion of EDOORWAYS for any other
reasons upon request of Executive.
5.3.8 Paid Vacation. Executive shall be entitled
to a vacation, the length of which as determined by the Board of
Directors or the President of EDOORWAYS, during which time his
salary shall be paid in full. Executive shall take his vacation at
such time or times as shall be approved by EDOORWAYS.
5.3.9 Expenses Reimbursed. During the period of
his employment, Executive will be reimbursed for his reasonable
expenses in accordance with general policy of EDOORWAYS as adopted
by the Board of Directors from time to time. In addition to such
reimbursement expenses, Executive shall incur and pay in the course
of his employment by EDOORWAYS certain other necessary expenses as
Chief Executive Officer, for which he will be required personally
to pay but for which EDOORWAYS shall reimburse or otherwise
compensate him, including, but not limited to the following:
automobile, and transportation expenses; educational expenses
incurred for the purpose of maintaining or improving Executive's
professional skills; club dues, and the expenses of membership in
civic clubs; professional societies; fraternal organizations; and
all other items of reasonable and necessary professional expenses
incurred by Executive in the performance of the services in which
Executive has been engaged on behalf of EDOORWAYS.
Ë
ARTICLE 6.
TERMINATION OF EMPLOYMENT
6.1 Death or Disability. Executive's employment
shall terminate automatically upon Executive's death during the
Employment Period. If EDOORWAYS determines in good faith that the
Disability of Executive has occurred during the Employment Period
(pursuant to the definition of Disability set forth below), it may
give to Executive written notice in accordance with Article 19 of
this Agreement of its intention to terminate Executive's employment
with EDOORWAYS. Executive's employment with EDOORWAYS shall
terminate effective on the 30th day after receipt of such notice by
Executive (the "Disability Effective Date"), provided that, within
the thirty (30) days after such receipt, Executive shall not have
returned to full-time performance of Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of
Executive from Executive's duties with EDOORWAYS on a full-time
basis for one hundred and eighty (180) consecutive business days as
a result of incapacity due to mental or physical illness which is
determined to be total and permanent by a physician selected by
EDOORWAYS or its insurers and acceptable to Executive or
Executive's legal representative.
6.2 Cause. EDOORWAYS may terminate Executive's
employment during the Employment Period for cause. For purposes of
this Agreement, "Cause" shall mean:
6.2.1 Executive's conviction of a felony or any
other criminal act involving moral turpitude;
6.2.2 Executive's deliberate and intentional
continuing refusal to substantially perform his duties and
obligations under this Agreement (except by reason of incapacity
due to illness or accident) if Executive:
6.2.2.1 Shall have either failed to remedy such
alleged breach within fifteen days from the date written notice is
given by the Chairman of the Company demanding that he remedy such
alleged breach, or
6.2.2.2 Shall have failed during such fifteen
(15) day period, provided, with respect to (a) that, after the end
of such fifteen (15) day period, there shall have been delivered to
Executive a certified copy of a resolution of the Board of
Directors of the Company, adopted by the affirmative vote of not
less than two-thirds (2/3) of the members of the Board of Directors
who are not employees of the Company taken at a meeting of the
Board of Directors at which Executive is given an opportunity to be
heard (with counsel), finding that Executive was guilty of conduct
set forth in clause 6.2.1 and 6.2.2 and specifying the particulars
thereof in detail, and that Executive has failed to take reasonable
steps in good faith to remedy such alleged breach, or (b) upon a
finding by the affirmative vote of not less than two-thirds (2/3)
of the members of the Board of Directors who are not employees of
the Company taken at a meeting of the Board of Directors at which
Executive is given an opportunity to be heard (with counsel) that
Executive had engaged in willful fraud or defalcation either of
which involved material funds or other assets of the
Company.
6.3 Good Reason. Executive's employment may be
terminated by Executive for Good Reason. For purposes of this
Agreement, "Good Reason" shall mean:
6.3.1 The assignment to Executive of any duties
inconsistent in any respect with Executive's position (including
status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Article 5.1 of this
Agreement, or any other action by EDOORWAYS which results in a
diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by
EDOORWAYS after receipt of notice thereof given by
Executive;
6.3.2 Any failure by EDOORWAYS to comply with
any of the provisions of Article 5.3 of this Agreement, other than
an isolated, insubstantial and inadvertent failure not occurring in
bad faith and which is remedied by EDOORWAYS promptly after receipt
of notice thereof given by Executive;
6.3.3 EDOORWAYS' requiring Executive to be based
at any office or location other than as provided in Article 5.1
hereof;
6.3.4 Any purported termination by EDOORWAYS of
Executive's employment otherwise than as expressly permitted by
this Agreement; or
6.3.5 Any failure by EDOORWAYS to comply with
and satisfy Article 14.3 of this Agreement.
For the purposes of this Section 6.3, any good
faith determination of "Good Reason" made by Executive shall be
conclusive. Anything in this Agreement to the contrary
notwithstanding, a termination by Executive for any reason pursuant
to a Notice of Termination delivered during the fifteen (15) day
period immediately following the latest of (a) the first
anniversary of a Change in Control, (b) the first anniversary of
the effective date of any merger the approval of which constituted
a Change in Control, or (c) December 31, 2010 shall be deemed to be
a termination for Good Reason for all purposes of this Agreement,
provided that Executive has given notice to EDOORWAYS pursuant to
Article 19 hereof at least thirty (30) days prior to such
termination.
6.4. Notice of Termination. Any termination by
EDOORWAYS for Cause, or by Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto
given in accordance with Article 19 of this Agreement. For purposes
of this Agreement, a "Notice of Termination" means a written notice
which (a) indicates the specific termination provision in this
Agreement relied upon, (b) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision
so indicated and (c) subject to Section 6.3.3 and the last sentence
of Section 6.3, if the Date of Termination (as defined below) is
other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than thirty (30)
days after the giving of such notice). The failure by Executive or
EDOORWAYS to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of Executive or EDOORWAYS, respectively,
hereunder or preclude Executive or EDOORWAYS, respectively, from
asserting such fact or circumstance in enforcing Executive's or
EDOORWAYS' rights hereunder.
6.5. Date of Termination. "Date of Termination"
means (a) if Executive's empl
