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EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made as of the 30th day of October 2007, between
Future Now Group, Inc., a Nevada corporation (the
“Company” or “FNGI”), and Jeffrey
Eisenberg (the “Executive”). This Agreement
automatically becomes effective (the “Effective
Date”) upon the Company closing on the reverse merge
(the “Transaction”) with Future Now, Inc.
(“FNI”).
INTRODUCTION
The
Company and the Executive desire to enter into an employment
agreement embodying the terms and conditions of the
Executive’s employment.
NOW,
THEREFORE, the parties agree as follows:
1.
Definitions
(a)
“
Affiliate ”
means any person, firm, corporation, partnership, association or
entity that, directly or indirectly or through one or more
intermediaries, controls, is controlled by or is under common
control with the Company.
(b)
“
Applicable Period ”
or “
Employment Period ”
means the period of the Executive’s employment
(c)
“
Area ”
means the United States.
(d)
“
Board of Directors ”
means the Board of Directors of the Company.
(e)
“
Business of the Company ”
means any business that carries on the business of a securities
brokerage house.
(f)
“
Cause ”
means the occurrence of any of the following events:
(i) willful and continued failure (other than such failure
resulting from his incapacity during physical or mental illness) by
the Executive to substantially perform his duties with the Company
or an Affiliate; (ii) conduct by the Executive that amounts to
willful misconduct or gross negligence; (iii) any act by the
Executive of fraud, misappropriation, dishonesty, embezzlement or
similar conduct against the Company or an Affiliate;
(iv) commission by the Executive of a felony or any other
crime involving dishonesty; (v) the habitual and disabling use
by the Executive of alcohol or drug; (vi) failure by the Executive
to maintain licenses required under federal and state securities
laws or (vii) a material breach of the Agreement by the
Executive.
(g)
“
Competing Business ”
means any person, firm, corporation, joint venture or other
business entity which is engaged in the Business of the Company (or
any aspect thereof) within the Area.
(h)
“
Confidential Information ”
means data and information relating to the business of the Company
(which does not rise to the status of a Trade Secret) which is or
has been disclosed to the Executive or of which the Executive
became aware as a consequence of or through its relationship to the
Company and which has value to the Company and is not generally
known to its competitors. Confidential Information shall not
include any data or information that has been voluntarily disclosed
to the public by the Company (except where such public disclosure
has been made by the Executive without authorization) or that has
been independently developed and disclosed by others, or that
otherwise enters the public domain through lawful
means.
(i)
“
Disability ”
means the inability of the Executive to perform any of his duties
hereunder due to a physical, mental, or emotional impairment, as
determined by an independent qualified physician (who may be
engaged by the Company), for a ninety (90) consecutive day period
or for an aggregate of one hundred eighty (180) days during any
three hundred sixty-five (365) day period.
(j)
“
FNGI ”
means Future Now Group, Inc, a Nevada corporation and public
reporting company traded on the over-the-counter bulletin
board.
(k)
“
Termination Date ”
means the date which corresponds to the first to occur of (i) the
death or Disability of the Executive, (ii) the last day of the Term
as provided in Section 4(a) below or (iii) the date set forth in a
notice given pursuant to Section 4(b) below.
(l)
“
Trade Secrets ”
means information including, but not limited to, technical or
nontechnical data, formulas, patterns, compilations, programs,
devices, methods, techniques, drawings, processes, financial data,
financial plans, product plans or lists of actual or potential
customers or suppliers which (i) derives economic value,
actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy. The provisions in this
Agreement restricting the use of Trade Secrets shall survive
termination of this Agreement for so long as is permitted under
Connecticut law.
2.
Terms and Conditions of Employment
.
(a)
Employment .
The Company hereby employs the Executive as its
Chief Executive Officer and President and
the Executive accepts such employment with the Company in such
capacity. The Executive shall report to the Chief Executive Officer
and shall have such authority and responsibilities and perform such
duties as shall reasonably be assigned to the Executive from time
to time by the Board of Director.
(b)
Exclusivity .
Throughout the Executive’s employment hereunder, the
Executive shall devote substantially all the Executive’s
time, energy and skill during regular business hours to the
performance of the duties of the Executive’s employment
(vacations and reasonable absences due to illness excepted), shall
faithfully and industriously perform such duties, and shall
diligently follow and implement all management policies and
decisions of the Company. However, it is understood that from time
to time the Executive may have individual speaking engagements or
otherwise be involved as an advisory or board member of other
company and received periodic additional compensation from such
activities.
3.
Compensation
.
(a)
Base Salary .
In consideration for the Executive’s services hereunder, the
Company shall pay to the Executive an annual base salary in the
amount of $150,000 initially. The Executive’s annual base
salary shall be reviewed at least annually by the Company, and the
Company may increase the Executive’s annual base salary from
time to time and not decrease it. The Company shall pay annual base
salary in accordance with the normal payroll payment practices of
the Company and subject to such deductions and withholdings as law
or policies of the Company, from time to time in effect, may
require.
(b)
Annual Bonus .
In addition to the payment under Section 3(a) hereof, the Executive
shall be entitled to participate in a bonus pool (the “Bonus
Pool”) for employees of the group responsible for managing
and growing the operations of the Company (the “Future Now
Management Group”). At all times during the term that the
Executive is employed with the Company shall he have a voting right
as to the decisions and participate in the Future Now Management
Group Bonus Pool. The composition of Future Now Group shall be
determined by the Board from time to time and at during the term of
this agreement include the Executive. The Bonus Pool for a
particular Fiscal Year shall be equal to, 5% for the first year,
7.5% for the second Year and 10% for the third year, of the
Pre-Bonus Pre-Tax Profits (as defined below), less the deductions
specified in Section 3 (b)(1) below. Amounts paid to the Executive
out of the Bonus Pool, including any deferred bonus amounts as
hereinafter provided, are collectively referred to herein as the
“Bonus Award.” To the extent necessary to avoid the
limitation on the federal tax deductibility of the Bonus Award for
any year under Section 162 (m) of the Internal Revenue Code of
1986, as amended (the “Code”), payment thereof may, at
the sole discretion of the Board, or a committee thereof, be
deferred only to the extent necessary to avoid exceeding such
Section 162 (m) limitation to the first taxable year of the Company
in which the payment would be fully deductible; provided, however,
that the Bonus Award or portion thereof shall be deferred only in
the event that the compensation of other executives of the Company
whose compensation is subject to Section 162 (m) is deferred under
circumstances similar to those of the Executive. Except as provided
in the previous sentence, the Bonus Award for a Fiscal Year shall
be payable as soon as practicable after the release of the
Company’s audited financial statements for such Fiscal Year,
but in no event later than ninety (90) days after the end of such
Fiscal Year. In the case of deferral as described above, amounts
deferred shall be credited with such interest and on such other
items as the Company and the Executive shall mutually agree. All
deferred Bonus Awards shall be payable within thirty (30) days
after the beginning of the first Fiscal Year in which such amount
may be paid.
| (1) |
“Pre-Bonus
Pre-Tax Profits” shall mean the amount, if any, determined in
accordance with Generally Accepted Accounting Principles
(“GAAP”) consistently applied from year to year, by
which the total consolidated revenues of the FNGI for a particular
Fiscal Year exceed all direct expenses incurred in generating such
revenues and in the operation and conduct of the business during
that Fiscal Year. Such expenses include, but are not limited to;
(a) all salaries and non-bonus compensation paid to all employees
of the Company, including the Executive, which includes related
payroll taxes, insurance and other benefits, any profit-sharing
contributions made on behalf of such employees, the cost of any
stock options or other equity awards made to such employees and any
amounts paid to such employees upon termination of employment; (b)
rent (at the Company’s cost per square foot); (c) telephones;
(d) quotation, pricing and portfolio management and client
accounting systems; (e) computer hardware and software; (f)
electronic and other office equipment; (g) sales commissions
payable to Company sales personnel and third-parties; (h)
consulting and solicitation fees; (i) business travel and
entertainment determined in accordance with the Company’s
policies; (j) legal and professional fees; and (k) membership dues
and subscriptions
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| (2) |
For
each Fiscal Year during the Employment Period, the following
amounts shall be deducted from the Bonus Pool prior to the award of
bonuses to any employees, including the Executive; (a) any minimum
bonus paid to other members of the Future Now Management Group with
respect to the particular Fiscal Year and (b) any Bonus Shortfall
(as defined below) from prior Fiscal Years.
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| (3) |
The
amount remaining in the Bonus Pool after making the deductions
specified above shall be distributed by the Executive to employees
of the Future Now Management Group, as determined by those with
voting rights, subject to the approval of the Board and, where
appropriate a Committee thereof. In the event that, after making
the necessary deductions specified above, the Bonus Pool for a
particular Fiscal Year is not sufficient to pay bonuses to
employees of the Future Now Management Group other than the Minimum
Bonus Award paid, the Company may determine, in its sole
discretion, to pay bonuses to such employees. The amount by which
the total bonuses paid to employees of the Future Now Management
Group, including the Executive and the other employees entitled to
guaranteed minimum bonuses exceeds the amount of the Bonus Pool
(the “Bonus Shortfall”) shall be deducted from the
Bonus Pool for the next Fiscal Year.
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(4)
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“Fiscal
Year” shall mean the year beginning on each July 1
st and
ending on each June 30
th of
the following year.
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(c)
Stock Based Compensation .
Stock options or other stock-based compensation will be awarded to
the Executive at the discretion of the Board of Directors, or a
committee thereof, and pursuant to the Company’s stock option
plan(s). Furthermore, as detailed in the Appendix A to this
Agreement, the Executive will be entitled to certain performance
based stock grants.
(d)
Vacation .
The Executive shall be entitled to a minimum of three weeks
vacation per year in accordance with the Company’s policy, to
be taken at times mutually convenient to the Company and the
Executive.
(e)
Expenses .
The Executive shall be entitled to be reimbursed in accordance with
the policies of the Company, as adopted and amended from time to
time, for all reasonable and necessary expenses incurred by the
Executive in connection with the performance of the
Executive’s duties of employment hereunder; provided,
however, the Executive shall, as a condition of such reimbursement,
submit verification of the nature and amount of such expenses in
accordance with the reimbursement policies from time to time
adopted by the Company.
(f)
Benefits .
The Executive shall be entitled to fully-paid medical and dental
benefits (including full family, if so elected) as senior
management. Furthermore, the Executive will also be entitled to
other benefits that generally may be made available to executive
employees of the Company from time to time, including, once
established, long-term disability and 401 K
Benefits.
The Executive will be entitled to a car allowance of $500 per month
and any tax implications will be handled by grossing up such
payment.
4.
Term, Termination and Termination Payments
.
(a)
Term .
The term of this Agreement (the “Term”) shall commence
as of the effective date provided for above (the
“Commencement Date”) and shall expire on the third
(3
rd )
anniversary of the Commencement Date with automatic extensions for
successive additional one-year terms, as provided herein. Ninety
(90) days before the end of the second (2
nd )
year and ninety (90) days before the end of each year thereafter,
the Agreement is extended for an additional one year period unless
either party gives prior notice of termination. In the event prior
notice of termination is given, this Agreement shall terminate at
the end of the remaining Term then in effect.
(b)
Termination .
This Agreement and the Executive’s employment by the Company
hereunder may only be terminated before expiration of the Term
(i) by mutual agreement of the Executive and the Company;
(ii) by the Company for Cause, (iii) by the Executive for any
reason; or (iv) by the Company or the Executive due to the
Disability of the Executive. This Agreement shall also terminate
immediately upon the death of the Executive. Notice of termination
by either the Company or the Executive shall be given in writing
and shall specify the basis for termination and the effective date
of termination.
(c)
Effect of Termination .
Upon termination of this Agreement and the Executive’s
employment hereunder, the Company shall have no further obligation
to the Executive or the Executive’s estate with respect to
this Agreement, except for payment of salary and bonus amounts, if
any, accrued pursuant to Section 3(a) or 3(b) hereof and unpaid at
the Termination Date, and termination payments, if any, set forth
in Section 4(e), subject to the provisions of Section 12 hereof.
Section 4(e) does not apply to a termination of employment due to
the Executive’s Disability or death. Nothing contained herein
shall limit or impinge any other rights or remedies of the Company
or the Executive under any other agreement or plan to which the
Executive is a party or of which the Executive is a
beneficiary.
(d)
Survival .
The covenants of the Executive in Sections 5, 6 an
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