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EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AGREEMENT is made as of the 30 th day of October, 2007,
between Future Now Group, Inc., a Nevada corporation (the
“Company” or “FNGI”), and John
Quarto-vonTivadar (the “Executive”). This
Agreement automatically becomes effective (the
“Commencement”) 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 Ch
ief Scientist and
the Executive accepts such employment with the Company in such
capacity. The Executive shall report to the Chief Operating 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 Chief Operating Officer or Chief Executive
Officer.
(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.
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 $100,000 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”). 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.
After the first year anniversary of this Agreement and as long as
the Executive remains with the Company, the Executive will have a
voting right as to decisions made by the Future Now Management
Group. 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).
(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
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