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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT
is effective as of the 1st day of December, 2007, by and between,
Disaboom, Inc., a Colorado corporation (the “Employer”
or “Company”) and Howard Lieber (the
“Executive”). In consideration of the mutual covenants
contained in this Agreement, the Employer agrees to employ the
Executive and the Executive agrees to be employed by the Employer
upon the terms and conditions hereinafter set forth.
ARTICLE 1
TERM OF EMPLOYMENT
1.1
Initial Term .
The initial term of employment hereunder shall commence as of the
effective day first written above (“Commencement Date”)
and shall continue for a period of one year from that
date.
1.2
Renewal; Non- Renewal
Benefits to Executive . At the end of the initial term of this
Agreement, and on each anniversary thereafter, the term of
Executive’s employment shall be automatically extended one
additional year unless, at least 90 days prior to such anniversary,
the Executive shall have delivered to the Employer written notice
that the term of the Executive’s employment hereunder will
not be extended. The Employer shall have the right to provide such
non-renewal notice to Executive, on the same terms and
conditions.
ARTICLE 2
DUTIES OF THE EXECUTIVE
2.1
Duties . The
Executive shall be employed with the title of Senior Vice President
of Sales and Marketing with responsibilities, objectives and
authorities as are customarily performed by such officer including,
but not limited to those duties as may from time to time be
assigned to Executive by the Chief Executive Officer or the
President. You will report directly to the Chief Executive
Officer.
2.2
Extent of Duties
. Executive shall devote all of his working time, efforts,
attention and energies to the business of the Employer.
ARTICLE 3
COMPENSATION OF THE EXECUTIVE
3.1
Salary . As
compensation for services rendered under this Agreement, the
Executive will receive a salary of $150,000 per year, which shall
be his base compensation. Executive’s salary is payable in
accordance with Employer’s normal business
practices.
3.2
Incentive
Compensation . Executive shall be entitled to receive
reasonable incentive compensation on Company sales and billed
revenue targets. Such compensation shall be earned and paid in
accordance with a monthly incentive compensation plan to be agreed
upon by Executive and the Employer and approved by the
Employer’s Compensation Committee.
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3.3
Benefits .
Executive shall be entitled to vacation and holidays as customarily
extended to executive employees. Executive shall be entitled to
participate in all of Employer’s employee benefit plans and
employee benefits, including any retirement, pension,
profit-sharing, stock option, insurance, hospital or other plans
and benefits which now may be in effect or which may hereafter be
adopted, it being understood that Executive shall have the same
rights and privileges to participate in such plans and benefits as
any other executive employee during the term of this Agreement.
Participation in any benefit plans shall be in addition to the
compensation otherwise provided for in this Agreement.
3.4
Expenses.
a. Executive shall
be entitled to prompt reimbursement in accordance with Company
policy for all reasonable expenses incurred by Executive in the
performance of his duties hereunder.
ARTICLE 4
NON-COMPETITION; CONFIDENTIALITY
4.1
During the term of this
Agreement, the Executive may make passive investments in companies
generally involved in the Internet industry in which the Company
operates, subject to the terms of paragraph 4.3 hereof, and
provided any such investment does not exceed a 5% equity interest,
unless Executive obtains a consent to acquire an equity interest
exceeding 5% by a vote of a majority of the directors.
4.2
For purposes of this
Article 4, the Company is engaged in the business of operating a
comprehensive website and online community for people living with
disabilities. Except as provided in paragraphs 4.1 hereof, the
Executive may not participate in any business or other areas of
business in which the Company is engaged during the term of this
Agreement except through and on behalf of the Company.
During the term of this
Agreement and for eighteen months following termination of this
Agreement, the Executive shall not own, manage, operate, control,
be employed by, participate in, or be connected in any manner with
the ownership, management, operation or control of any business
which is directly engaged in the type of business conducted by the
Employer at the time this Agreement terminates. In the event of the
Executive’s actual or threatened breach of this paragraph,
the Employer shall be entitled to a preliminary restraining order
and injunction restraining the Executive from violating its
provisions. Nothing in this Agreement shall be construed to
prohibit the Employer from pursuing any other available remedies
for such breach or threatened breach, including the recovery of
damages from the Executive. Employee agrees that this eighteen
month restriction is reasonable in scope and if found by a court of
competent jurisdiction to be invalid under the laws of the State of
Colorado, then this paragraph shall be deemed enforceable to the
maximum extent permissible under Colorado law.
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4.3
Executive agrees that
unless otherwise agreed to in writing between Executive and
Employer, upon request or at the time of leaving the employ of
Employer he will deliver to the Employer (and will not keep in his
possession, recreate, or deliver to anyone else) any and all
devices, books, records, files, forms, memoranda, letters, notes,
notebooks, papers, agreements, business plans, marketing and media
plans, financial statements and records, customer and supplier
lists and identities, customer information accounts, data, notes,
reports, proposals, lists, correspondence, specifications,
drawings, flow-charts, blueprints, sketches, materials, programs,
equipment, other documents, writings, recordable electronic media
and similar materials or property, or reproductions of any
aforementioned items developed by him pursuant to his employment
with Employer or otherwise belonging to the Employer, its
successors, or assigns. Executive agrees that such property is the
exclusive property of Employer.
4.4
In the event that
Executive leaves the employ of Employer, Executive hereby grants
consent to written notification by Employer to his new employer
about his rights and obligations under this Agreement. A copy of
such written notification will be provided to Executive at the same
time it is provided to his new employer.
4.5
Employer
Information. Executive agrees at all times during the term of
his employment and thereafter to hold in strictest confidence, and
not to use, except for the benefit of the Employer, or to disclose,
make known, divulge or communicate, directly or indirectly, to any
person, firm, corporation or other entity without the prior written
authorization of the Employer, any Confidential Information of the
Employer. Executive understands that all Confidential Information
is the sole and exclusive property of the Employer or of third
parties whose rights the Employer wishes to protect. Executive will
be vigilant in protecting all Confidential Information from
disclosure to unauthorized persons and will comply with all rules
and instructions of the Employer concerning the physical,
intellectual, and electronic security of the Employer’s
premises, property and records. Executive understands that “
Confidential Information ” means, without limitation,
any Employer proprietary information, intellectual property,
patents, trademarks, copyrights, technical data, trade secrets or
know-how, including, but not limited to, research, methods,
business plans, products, services, price lists, customer lists,
customer information and customers (including, but not limited to,
customers of the Employer on whom Employee called or with whom
Employee became acquainted during the term of his employment),
markets, software, developments, inventions, processes, formulas,
technology, designs, drawings, engineering, hardware configuration
information, marketing, finances, third party information or
products, or other business information disclosed to Executive by
the Employer either directly or indirectly, whether orally, in
writing, or by drawings or observation of parts or equipment.
Executive understands that the Board of Directors of Employer may
from time to time reasonably designate as Confidential Information
other subject matters requiring confidentiality and secrecy which
shall be deemed to be covered by the terms of this Agreement.
Executive furt
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