Exhibit 10.2
GREEN ENERGY LIVE,
INC.
EMPLOYMENT
AGREEMENT
In conjunction
with
STOCK PURCHASE ACQUISITION
AGREEMENT
Of
COMANCHE LIVESTOCK EXCHANGE,
LLC
By
GREEN ENERGY LIVE,
INC.
THIS EMPLOYMENT
AGREEMENT (the
"Agreement") is entered into as of Final Closing Date (the
"Effective Date"), by and between GREEN ENERGY LIVE, INC. ,
a Nevada corporation (the "Parent Company"), Comanche Livestock
Exchange, LLC, (the “Company”) and DEAN
CAGLE (the "Executive") (hereinafter collectively referred to
as "the parties").
WHEREAS,
The Parent Company has acquired the
Company under the “STOCK PURCHASE ACQUISITION
AGREEMENT
Of COMANCHE LIVESTOCK EXCHANGE, LLC
By GREEN ENERGY LIVE, INC.”.
NOW, THEREFORE
, in consideration of the premises
and the mutual covenants and promises of the parties contained
herein, the parties, intending to be legally bound, hereby agree as
follows:
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Term. The term of employment under this Agreement
shall be for the period commencing on the day that the Parent
Company acquires the Company (the "Commencement Date") and ongoing
until twenty-four (24) months or by Termination under
Section 4 (the "Term"), subject to a two (2) year
extension.
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Position. The Executive shall be employed by the Company
as the President of the Company. The Executive shall perform
the duties, undertake the responsibilities and exercise the
authority customarily performed, undertaken and exercised by
persons employed in a similar executive capacity. The Executive
shall report only to the Board of the Parent Company.
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Obligations.
The Executive agrees to devote
reasonable business time and attention to the business and affairs
of the Company. The foregoing, however, shall not preclude the
Executive from serving on corporate, civic or charitable boards or
committees or managing personal investments, so long as such
activities do not interfere with the performance of the Executive's
responsibilities hereunder. Parent Company understands
Executive operates a private cattle business and shall allow
Executive to operate such private cattle business to the extent
that such other business does not materially interfere with the
operation of the Company.
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Duties. President shall have full use of Company or
Company’s cash and accounts receivables for the purpose of
reasonably maintaining and expanding the Company’s
business.
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Base Salary
. The Company agrees to pay or cause
to be paid to the Executive a base salary of $50,000 per
year or such larger amount as the Board may from time to time
determine (the "Base Salary"). Such Base Salary shall be payable in
accordance with the Company's customary practices applicable to its
executive officers.
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Expenses. All Company related expenses incurred by
Executive shall be paid by Company.
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Health Insurance.
Executive shall continue with the
Health Insurance program as currently provided by the Company prior
to the Company being acquired by the Parent Company.
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Death. The Executive's employment hereunder shall
terminate upon the Executive's death. In this unlikely
event, this employment contract is assigned to Colt Lee Cagle, son
of Dean Cagle. In the event that Colt Lee Cagle does not
accept this position, then the next person to be offered this
position before any other party is Douglas Gayle Jones, current
Manager of Comanche Livestock Exchange, LLC.
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Disability.
Either the Executive or the Company
shall be entitled to terminate the Executive's employment for
"Disability" by giving the other party a Notice of Termination (as
defined below). For purposes of this Agreement, "Disability" shall
mean the Executive's inability to perform his duties for a period
of 180 consecutive days as a result of physical or mental
impairment, illness or injury, and such condition, in the opinion
of a medical doctor selected by the Company and reasonably
acceptable to the Executive or his legal representative, is total
and permanent. In this unlikely event, this employment
contract is assigned to Colt Lee Cagle, son of Dean
Cagle. In the event that Colt Lee Cagle does not accept
this position, then the next person to be offered this position
before any other party is Douglas Gayle Jones, current Manager of
Comanche Livestock Exchange, LLC.
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Cause . The Company shall be entitled to terminate the
Executive's employment for "Cause." For purposes of this Agreement,
"Cause" shall mean that the Executive (i) pleads "guilty" or "no
contest" to or is convicted of an act which is defined as a felony
under federal or state law, or engages in willful misconduct which
could reasonably be expected to harm the Company's business or its
reputation. For this purpose, an act or failure to act shall be
considered "willful misconduct" only if done, or omitted to be
done, by the Executive in bad faith and without a reasonable belief
that such act or failure to act was in the best interests of the
Company.
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Good Reason.
The Executive may terminate his
employment hereunder for "Good Reason" by delivering to the Company
(i) a Preliminary Notice of Good Reason (as defined below), and
(ii) not earlier than 30 days from the delivery of such Preliminary
Notice of Good Reason, a Notice of Termination. For purposes of
this Agreement, "Good Reason" shall mean the occurrence of any of
the following without the Executive's prior written
consent:
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the failure to continue in the hired
role of the Company;
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a material diminution in the
Executive's duties, or the assignment to the Executive of duties
materially inconsistent with, or the failure to assign to the
Executive duties which are materially consistent with, his duties,
positions, authority, responsibilities and reporting requirements
as set forth in Section 2 of this Agreement, or the assignment of
duties which materially impair the Executive's ability to function
as the Chairman and Chief Executive Officer of the
Company;
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a reduction in or a material delay
in payment of the Executive's total cash compensation and benefits
from those required to be provided in accordance with the
provisions of this Agreement;
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the Company, the Board or any person
controlling the Company requires the Executive to be based outside
of the United States, other than on travel reasonably required to
carry out the Executive's obligations under this Agreement;
or
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the failure of the Company to obtain
the assumption in writing of its obligation to perform this
Agreement by any successor to all or substantially all of the
assets of the Company not later than the effective date of a
merger, consolidation, sale or similar transaction; provided,
however, that "Good Reason" shall not include acts not taken in bad
faith which are cured by the Company in all respects not later than
30 days from the date of receipt by the Company of a written notice
from the Executive identifying in reasonable detail the act or acts
constituting "Good Reason" (a "Preliminary Notice of Good Reason")
or acts taken by the Company to reassign the Executive's duties
and/or titles to another person or persons if the Executive has
suffered a physical or mental infirmity which renders him unable to
substantially perform his duties under this
Agreement, provided that any such acts may be taken by the
Company only after receiving an opinion of a physician reasonably
acceptable to the Executive or his legal representative stating
that there is no reasonable likelihood that the Executive will be
able to return to full ‐
time employment with the Company
performing his duties hereunder within 180 days. A Preliminary
Notice of Good Reason shall not, by itself, constitute a Notice of
Termination.
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Voluntary; Retirement.
The Executive may terminate his
employment hereunder at any time and for any reason other than Good
Reason or Disability (or for no reason) by giving the Company a
Notice of Termination. Such voluntary termination shall be a
"Retirement" and such termination shall not be deemed a breach of
this Agreement.
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Notice of Termination
. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which indicates the
specific termination provision in this Agreement relied upon and
which sets forth in reasonable detail, if applicable, the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated. For
purposes of this Agreement, no purported termination of employment
which requires a Notice of Termination shall be effective without
such Notice of Termination. The Termination Date (as defined below)
specified in such Notice of Termination shall be no less than two
weeks from the date the Notice of Termination is given; provided,
however, that (i) if the Executive's employment is terminated by
the Company due to Disability, the date specified in the Notice of
Termination shall be at least 30 days from the date the Notice of
Termination is given to the Executive and (ii) if
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