Exhibit
10 . 7
Home Savers Holding Corp.
Employment Agreement
THIS EMPLOYMENT AGREEMENT (this "Agreement") is
made and entered into effective as of May 16
th , 2009 (the "Effective Date"), by and between
Tom S. Rubin ("Employee") and Home Savers Holding Corp., a Nevada
corporation (hereafter collectively referred to as the
"Company").
WHEREAS, the Company desires to
employ Employee as Executive Vice President of Corporate Finance of
the Company to oversee the day to day corporate finance 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 1.
Position and Duties.
1.1 During the Employment
Term (as defined below), Employee shall serve as Executive Vice
President of Corporate Finance of the Company, reporting directly
to the Board of Directors of the Company. Employee shall have
responsibility for the overall day-to-day oversight and management
of the corporate finance operations of the Company, subject to the
supervision of the Board of Directors 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 Executive Vice
President of Corporate Finance 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-totime
by the Board. In that Employee is currently serving as "at will" in
the capacity of Executive 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.
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 Executive
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
responsib -
;ties underthis 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.
1.4 Employee 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 st ,
2013. The Employment Terra 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 $7,500.00 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 Cost 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. 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, sex, national origin,
religious, disability, age or other protected