STARVOX COMMUNICATIONS
INC.
EXECUTIVE EMPLOYMENT
AGREEMENT
This Amended and
Restated Executive Employment Agreement (“
Agreement ”) is entered into as of
February 15, 2007 by and between Thomas Rowley (“
Executive ”) and StarVox Communications Inc.
(the “ Company ”).
Whereas , the Company and
Executive entered into an Executive Employment Agreement, dated
March 20, 2006 (the “ Prior Agreement
”), which set forth the terms and conditions of the
Executive’s employment by the Company;
Whereas , the Board of
Directors of the Company, at the time the Prior Agreement was
executed, was unable to come to an agreement as to appropriate
equity incentive benefits for the retention of Company’s
management and employees;
Whereas , pursuant to the
Prior Agreement, the Company agreed to grant (the “
Prior Grant ”) Executive certain equity
incentive benefits, and the Company was unable to complete the
Prior Grant due to the aforementioned disagreement by the Board of
Directors of the Company;
Whereas , the Board of
Directors has reached agreement with regard to appropriate equity
incentive benefits for the retention of the Company’s
management and employees;
Whereas , the Company and the
Executive desire to amend and restate the Prior Agreement to
reflect the mutually agreed upon modifications to the terms and
conditions of Executive’s employment by the Company,
including but not limited to the Prior Grant; and
Whereas , this Agreement
shall supersede all prior oral and written agreements,
arrangements, and understandings, including without limitation the
Prior Agreement and any prior versions of the Prior Agreement, and
represents the entire agreement of the parties relating to the
terms and conditions of the Executive’s employment by the
Company;
Now, Therefore , in
consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the parties as
follows:
1.
Employment by the
Company.
1.1 Position. Subject to terms of this Agreement, the
Company agrees to employ Executive as its Chief Executive
Officer , and Executive hereby accepts such employment
effective on or before June 1, 2006. During the term of his
employment with the Company, Executive will devote his best efforts
and substantially all of his business time and attention to the
business of the Company, except for vacation periods and reasonable
periods of illness or other incapacities permitted by the
Company’s general employment policies.
1.2 Duties and Location. Executive shall perform all duties
assigned to Executive from time to time, consistent with the Bylaws
of the Company and as required by the Company’s Board of
Directors (the “ Board ”). Executive will
report directly to the Board in this position. Executive shall
perform his employment services from the Company’s corporate
headquarters, subject to reasonable business travel.
1.3 Policies and Procedures. The parties’ employment
relationship shall also be governed by the general employment
policies and practices of the Company, including those relating to
protection of confidential information and assignment of
inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company’s general employment
policies or practices, this Agreement shall control.
2.1 Salary. Executive shall receive for services to be
rendered hereunder an annualized base salary of $252,000, subject
to required payroll withholding and deductions, paid on the
Company’s regular payroll schedule. Executive’s base
salary shall be reviewed annually and may be adjusted by the
Board.
2.2 Discretionary Bonus. Executive will also be eligible to
receive an annual bonus of up to $48,000 (“
Bonus ”), payable subject to required
withholdings and deductions, based on the Company’s
profitability and overall performance, and Executive’s
satisfactory performance of his job duties, including his
achievement of certain performances objectives mutually established
by Executive and the Board. The Board, in its sole discretion, will
determine whether Executive has earned a Bonus, and the amount of
any such Bonus earned. Executive shall be eligible to earn the
Bonus in quarterly increments (of up to $12,000 per quarter),
payable within fifteen (15) business days after the end of
each quarter (the “ Bonus Payment Date
”). Executive shall be presumed to have earned the full
quarterly Bonus payment unless the Board determines, prior to the
Bonus Payment Date that a lesser or no Bonus payment has been
earned. The Board will advise Executive of any such determination
prior to the Bonus Payment Date. Executive must remain an active
employee of the Company for the entire quarter in order to receive
a Bonus payment for that quarter.
2.3 Standard Company Benefits. Executive shall be entitled
to all rights and benefits for which he is eligible under the terms
and conditions of the standard
Company
benefits and compensation practices which may be in effect from
time to time and provided by the Company to its employees
generally.
2.4 Equity Compensation. Subject to the approval of the
Board, Executive shall be granted an option to purchase 17,750,000
shares of Company Common Stock (the “ Option
”), at an exercise price equal to the fair market value of
the Company’s Common Stock on the date of the grant as
determined by the Board, pursuant to the Company’s 2007
Stock Plan (the “ Plan ”). The Option
shall vest and become exercisable over a four (4) year period,
with twenty-five percent (25%) of the shares subject to the Option
vesting and becoming exercisable on the first year anniversary of
March 20, 2006 (the “ Vesting Commencement
Date ”) and the remaining seventy-five percent (75%)
of the shares subject to the Option vesting and becoming
exercisable in thirty-six (36) equal monthly installments
thereafter for as long as the Executive remains in continuous
employment service with the Company. The Option shall be governed
by the terms and conditions set forth in the Plan, and in a stock
option grant notice and agreement to be issued.
3.
Proprietary Information
Obligations.
3.1 Agreement. As a condition of employment, Executive
agrees to abide by the Proprietary Information and Inventions
Agreement as executed and attached hereto as Exhibit 1
.
3.2 Third Party Agreements And Information. Executive
represents and warrants that his employment with the Company will
not conflict with any prior employment or consulting agreement or
other agreement with any third party and that Executive will
perform his duties to the Company without violating any such
agreement. Executive represents and warrants that Executive does
not possess confidential information arising out of prior
employment, consulting, or other third party relationships, which
would be used in connection with Executive’s employment by
the Company, except as expressly authorized by that third party.
During Executive’s employment by the Company, Executive will
use in the performance of Executive’s duties only information
which is generally known and used by persons with training and
experience comparable to Executive’s own, common knowledge in
the industry, otherwise legally in the public domain, or obtained
or developed by the Company or by Executive in the course of
Executive’s work for the Company.
4.
Outside Activities During
Employment.
4.1 Exclusive Employment. Except with the prior written
consent of the Board, Executive will not during the term of this
Agreement undertake or engage in any other employment, occupation
or business enterprise, other than ones in which Executive is a
passive investor. Executive may engage in civic and not-for-profit
activities so long as such activities do not materially interfere
with the performance of his duties hereunder. Executive is
permitted to participate on outside Boards with the consent of the
Board of Directors of StarVox.
4.2 No Adverse Interests. Except as permitted by
Section 4.3 below, Executive agrees not to acquire, assume or
participate in, directly or indirectly, any position, investment or
interest known by him to be adverse or antagonistic to the Company,
its business or prospects, financial or otherwise.
4.3 Noncompetition. During the term of his employment with
the Company, except on behalf of the Company, Executive will not
directly or indirectly, whether as an officer, director,
stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become
financially interested in, be employed by or have any business
connection with any other person, corpo
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