Exhibit
10.5
Home Savers Holding Corp.
Employment Agreement
THIS EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into effective as of March 22"
d , 2009 (the "Effective Date"), by and between
Lysander M. Marrero ("Employee") and Home savers Holding Corp., a
Nevada corporation (hereafter collectively referred to as the
"Company").
WHEREAS, the Company desires to employ Employee
as Vice President of the Company to oversee the day to day business
operations of the Company, and Employee desires to work for the
Company, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section I.
Position and Duties.
1.1 During the Employment Term (as defined
below), Employee shall serve as Vice President of the Company,
reporting directly to the Board of Directors of company. Employee
shall have responsibility for the overall day-to-day oversight and
management of the Company, subject to the supervision of the Board
of Directors through the Chairman of the Board and shall have the
duties, responsibilities and authority customarily associated with
such position, including, but not limited to, assisting the Board
of the company ("Board") in developing long term strategies for
developing the company's subsidiaries, supervising all management
and employees of the Company, helping in setting employee
compensation, adopting budgets and such other duties for or on
behalf of the Company, as are customarily assigned to the Vice
President of companies comparable to Home Savers Holding
Corporation, provided that such duties are reasonably consistent
with Employee's experience and background. Employee shall also have
such other responsibilities and duties consistent therewith as
shall be determined from time-to-time by the Board. In that
Employee is currently serving as "at will" in the capacity of Vice
President, and employee agrees to maintain additional duties until
such time as new officers and employees are appointed.
1.2 During the Employment Term, Employee shall
serve the Company faithfully and to the best of his ability and
shall devote substantially all of his business time, attention and
efforts to the performance of such duties as may be assigned to him
from time to time by the Chairman of the Board. of such services
either directly or indirectly, without the prior written consent of
the Board. Employee shall confer with the Chairman of the Board and
must have the written approval of the board prior to any mergers,
acquisitions or significant contracts by the company or prior to
entering into any new financial agreements in behalf of the company
outside of the normal day to day responsibilities of the Vice
President.
1.3 Employee expressly represents and warrants
to the Company that Employee is not a party to any contract or
agreement and is not otherwise obligated in any way, and is not
subject to any rules or regulations, whether governmentally imposed
or otherwise, which will or may restrict in any way the Employee's
ability to fully perform his duties and responsibilities under this
Agreement. Employee further expressly represents and warrants that
he is eligible to work in the United States and shall take all
necessary action to comply with requests for verification of
employment eligibility.
1.4Employee will perform his duties and
responsibilities located at the corporate
headquarters or elsewhere within reason to
perform the position's responsibilities.
Section 2. Term. Employee shall be
employed by the Company (the "Employment Term") commencing as of
the Effective Date and, subject to earlier termination or extension
as provided herein, ending on December 31", 2013. The Employment
Term shall be automatically extended for successive one-year
periods unless either party delivers written notice of termination
to the other party, at least 60 days prior to the expiration of the
initial term or any extension term. The giving of such notice
terminates this Agreement and Employee's employment by the Company
at the expiration of the initial or extension term in which the
notice is given.
Section 3.
Compensation and Benefits.
3.1 Base Salary. During the Employment
Term Employee shall be paid a base salary ("Base Salary") in the
gross amount of $10,000.00 per month, payable in equal installments
and in accordance with the normal payroll cycle as presently exists
or may hereafter be adopted by the Company. Employee will receive
an annual Coast of Living Adjustment increase in Base Salary upon
each anniversary date of employment in the amount of 10%. Employee
acknowledges that, from time to time, the Company may require said
Base Salary to accrue, and is accrued, partially paid or paid as
resources are available upon the directive of the Chairman of the
Board.
3.2 Bonuses. Employee will receive
2,500,000 (two million five hundred thousand) shares of Home Savers
Holding Corp. common stock, to be transferred to employee upon the
acceptance of this position. Employee shall be granted a one-time
bonus equal to that amount earned during one pay period upon his
acceptance of this position. Other bonuses may be determined by the
Board of Directors based on employee's effective
management.
3.3 Stock Options. Employee shall be
eligible to participate in the Company Stock Option Plan when and
if approved by the shareholders of the Company. Employee will be
eligible for 401 K programs when and if approved by the Board of
Directors of the Company.
3.4 Employee Benefits. Effective as of
the Effective Date and during the Employment Term, Employee shall
be eligible for employee benefits available to regular full-time
executive management employees of the Company provided that
Employee meets the eligibility requirements for such benefits. In
addition, Employee shall be entitled to fifteen (15) days of paid
time off per calendar year (exclusive of Company holidays) which
cannot be carried over from calendar year to calendar year without
the prior written approval of the board. The Company provides no
assurance as to the adoption or continuance of any particular
employee benefit plan or program; and Employee's participation in
any such plan or program shall be subject to the provisions, rules,
conditions, exclusions, regulations and plan documents or policies
applicable thereto. The Company remains free to change the terms of
any benefit plan in its sole discretion with or without
notice
3.5 Reimbursement of Expenses. Employee
shall be entitled to reimbursement of reasonable expenses incurred
by Employee in the course of Employee's duties, in accordance with
applicable policies and documentation requirements of the
Company.
3.6 Tax Withholding. Notwithstanding
anything in this Agreement to the contrary, the Company may
withhold from any amounts payable or benefits provided under this
Agreement all federal, state, city, or other taxes as are legally
required to be withheld.
4.1 Termination by Company for Cause. The
Company may terminate Employee's employment for Cause immediately
upon written notice stating the basis for such termination. If
Employee is terminated for Cause, he shall be entitled to his base
salary through the date of termination and awarded bonus(es), with
said bonus(es) not subject to a pro-rate adjustment. A termination
of Employee by the Company for "Cause" occurs if Employee is
terminated for any of the following reasons:
(i) Employee's refusal
to comply with a lawful instruction of the Company's Board of
Directors
(ii) Any act or
omission knowingly undertaken or omitted by Employee without a
reasonable belief that such action was in the best interests of the
Company, its properties, assets or business or its officers,
directors or employees, as determined by the Board in its
commercially reasonable discretion;
(iii) Theft, dishonesty
or intentional falsification of any employment or Company
records.
(iv) Any fraud or
embezzlement involving properties, assets or funds of the
Company;
(v) A material breach
of this Agreement if Employee fails to cure such breach within
thirty (30) days after written notice from the Company specifying
the action which constitutes the breach and demanding its
discontinuance;
(vi) Negligence in
performing his duties, which has been brought to Employee's
attention in writing, and which (if curable) has not been cured
within thirty (30) days of the notice thereof
(vii) Intentional and
improper disclosure of the Company's confidential or proprietary
information;
(viii) Employee's
conviction (including any plea of guilty or nolo contendere)
to any criminal offense which constitutes a felony, or is
punishable by more than one year in jail, in the jurisdiction where
the conviction or plea occurred.
(ix) Employee's commission of an act of
discrimination or harassment based on race,