EXECUTIVE
EMPLOYMENT AGREEMENT
This
Executive Employment Agreement ("Agreement") is made this 29
day of June, 2006 by and between Sun Energy Solar, Inc., a
Delaware corporation with offices located at 1358 Fruitville
Rd., Suite 209, Sarasota, Florida, 34236 (the "Company") and
Matthew A. Veal, residing at 7937 Broadmoor Pines Blvd.,
Sarasota, Florida 34243 (“Executive).
WHEREAS,
the Company has created certain intellectual property
('"Intellectual Property"), is pursuing patents for some of
such Intellectual Property and is developing products
("Products") based on the Intellectual Property (the "Business
Venture");
WHEREAS,
the Company desires to engage Executive as its Chief Financial
Officer;
NOW
THEREFORE, in consideration of the mutual covenants
hereinafter contained, the parties hereto agree as
follows:
AGREEMENT:
1. Employment; Duties. The Company shall employ Executive as
Chief Financial Officer and Executive accepts such employment under
the terms and conditions set forth in this Agreement. Executive's
duties shall be consistent with those of a Chief Financial Officer
as defined from time to time by the Company’s Board of
Directors (the "Board").
2. Full-Time Best Efforts.
(a)
Time and Effort. Executive shall devote Executive
full professional time and attention to 'the performance of
Executive's obligations under this Agreement, and shall at all
times faithfully, industriously and to the best of Executive's
ability, experience and talent perform all of Executive's
obligations hereunder. So long as this Agreement is in effect,
Executive shall not be employed or engaged by any other person
or firm other than the Company unless otherwise authorized in
writing by the Board.
(b)
Performance Standards; Underperformance. Within 30
days after the Effective Date, the Company, through its Board
of Directors, shall establish performance expectations and
standards, which shall (i) be reasonably acceptable to
Executive, (ii) may change from time to time as the needs of
the Company change) and (iii) shall serve as a basis to
evaluate Executive’s performance from time to time.
Within six months following the Effective Date, and at least
annually thereafter, the Chief Executive, President and Board
of Directors shall meet in order for the Chief Executive to
provide a formal evaluation of Executive’s performance.
“Underperformance” shall mean Executive's failure
to meet some or all of the then-current performance
expectations and standards, and can be the basis for a change
in job description, salary and benefits, or termination of
Executive's employment under this Agreement.
3. Term. The term of this Agreement shall begin on the
Effective Date and shall end on the first anniversary of the
Effective Date (the '"Initial Term") unless terminated prior to
that date as provided herein. Unless 60 days’ advance written
notice is given by one party to the other regarding termination of
Executive’s employment hereunder, at the expiration of the
Initial Term, and any renewal term, the term of this Agreement
shall automatically extend for an additional one year.
4. Compensation and Benefits. The Company shall pay
compensation to Executive consisting of an annual base salary,
bonuses and other, benefits as described in this Agreement. In
addition to the financial compensation and benefits set forth
below, Executive shall be reimbursed for any approved
business-related expenses and shall receive vacation, sick leave,
and other time off as is customary and usual for executives of
Executive's status ill the Company.
(a)
Base Salary. Executive's annual base salary as of the
Effective Date is $100,000. Executive's base salary shall be
reviewed annually in conjunction with Executive's annual
performance review and may be adjusted as appropriate in light
of Executive's performance. Executive's annual base salary
shall be paid in a manner so as not to violate Section 16(b)
short swing profit rules resulting in payment back to the
Company, and payment shall not be made until year of service
has been completed.
(b)
Incentive Compensation. The Company shall pay
Executive the following as Incentive Compensation, in addition
to Base Salary:
i.
As of November 9, 2005, Executive is the owner of two million
(2,000,000) shares of common stock of the Company. If this
Agreement is terminated prior to May 29 th ,
2007, then Executive understands and agrees that Executive
must return one million (1,000,000) shares to the Company
Treasury.
ii.
For each year of service during the term of this Agreement,
beginning May 29 th ,
2007, including Extensions, Executive shall be entitled to
receive one million (1,000,000) shares of restricted common
stock of the Company.
(c)
Benefits. Executive shall be entitled to participate
in such insurance, disability, medical, dental, pension,
profit sharing and retirement plans and other programs as may
be made generally available from time to time by the Company
for the benefit of executives of Executive's level or its
employees generally (the "Benefits").
5. Documents and Materials. Executive shall not (except in the
performance of Executive’s duties in the ordinary course of
business for which Executive is employed by the Company) at any
time or in any manner make or cause to be made any copies, or other
reproductions or recordings or any abstracts or summaries of any
reports, studies, memoranda, correspondence, manuals, records,
plans or other written, printed, computerized or otherwise recorded
materials of any kind or nature whatsoever belonging to or in the
possession of the Company or any of its Affiliates. Immediately
upon the termination of Executive's employment with the Company or
at any time upon the request of the Company, Executive shall
surrender all such material to the Company and execute a document
acknowledging that Executive has complied with the provisions of
this Agreement.
6. Proprietary Information. Executive shall not at any time,
whether during or after the term of this Agreement, use for
Executive's own benefit or purposes or for the benefit or purposes
of any other person or entity, or disclose (except in the
performance of Executive's duties in the ordinary course of
business for which Executive is employed by the Company) in any
manner to any person or any entity, any Proprietary Information. As
used in this agreement, Proprietary Information shall mean trade
secrets, information) data, know how or knowledge (including, but
not limited to, that relating to service techniques, purchasing and
sales organization and methods, inventories) client lists, market
development and expansion plans, personnel training and development
programs and client and supplier relationships)) technology,
developments, designs, techniques, inventions (whether or not
patentable or reduced to practice), devices, or procedures, whether
or not conceived of, created or developed, and/or first reduced to
practice solely by Executive or jointly by Executive and/or Company
its employees, subcontractors or agents or any other Discoveries
(as defined in Section 8) belonging to or relating to the affairs
of the Company or any of its Affiliates or to the clients of the
Company or any of its Affiliates; provided, however, that this
Section 6 shall not apply to any trade secret, information, data,
know how Discoveries or knowledge that is or becomes generally
available to the public through no fault or action of
Executive.
7. Customers and Vendors. In furtherance of and not in
limitation of Section 6, Executive acknowledges that the lists of
the Company's and its Affiliates' customers and vendors as they may
exist from time to time constitute a valuable and unique asset of
the Company, and Executive shall not, during or after the term of
Executive's employment, disclose such lists or any part there of to
any person or entity for any reason whatsoever, nor shall Executive
use such customer or vendor lists for Executive's own benefit or
purposes or for the benefit or purposes of any business with whom
Executive may become associated.
8. Discoveries. Any and all inventions) discoveries,
improvements, designs, methods, systems, developments, know how,
ideas, suggestions, devices, trade secrets and processes
(collectively, "Discoveries"), whether patentable or not, which are
discovered, disclosed to or otherwise obtained by Executive during
Executive’s employment with the Company, are confidential,
proprietary information and are the sole and absolute property of
the Company. Executive shall immediately disclose and hereby
assigns to the Company all such Discoveries and shall assist the
Company in making any application in the United States and in
foreign jurisdictions for patents of any kind with respect thereto.
Whenever requested to do so by the Company, Executive shall execute
any and all applications, assignments, or other instruments that
the Company may deem necessary to protect the Company's interest
therein. Notwithstanding the fact that the Company may request
additional assignment and assistance in applications, the
assignments made in this Section 8 are adequate to cause an
assignment of Executive's interesting Discoveries.
9. Works for Hire. All works and writings of a professional
nature that are produced by Executive during Executive's employment
with the Company constitute works made for hire and are the sole
and absolute property of the Company. Executive grants the Company
the exclusive right to copyright all such works and writings in the
United States and in foreign jurisdictions. To the extent any such
works or writings are deemed to not be works for hire, Executive
hereby assigns all of interests therein to the Company or its
nominee. Whenever requested to do so by the Company, Executive
shall execute any and all applications, assignments, or other
instruments that the Company may deem necessary to protect the
Company's interest therein. Notwithstanding the fact that the
Company may request additional assignments and assistances in
applications, the assignments made in this Section 9 are deemed to
be adequate to cause an assignment of Executive's interest in works
or writings.
10. Non-Disclosure Agreement. The parties acknowledge entering
into a separate nondisclosure agreement relating to the
Company’s proprietary information, attached as Exhibit A
(Non-Disclosure Agreement). The terms of the Non-Disclosure
Agreement are incorporated herein by this reference. In the event
of a conflict between the Non-Disclosure Agreement and this
Agreement, the terms providing greater protection to the Company
and its proprietary information shall be
determinative.
11. Non-Competition.
(a)
Corporate Relationship. Executive acknowledges (i)
that Executive's employment as a member of the Company's
executive management team creates a relationship of confidence
and trust between Executive and the Company with respect to
confidential and proprietary information applicable to the
business of the Company, its Affiliates and its clients, and
(ii) the highly competitive nature of the business of the
Company. Accordingly, the Company and Executive agree that the
restrictions contained in this Section 11 are reasonable and
necessary for the protection of the immediate interests of the
Company and that any violation of these restrictions would
cause substantial injury to the Company.
(b)
Competitive Business Defined. For purposes of this
Agreement, the term "Competitive Business" means business
which is similar to or competitive with the business of
th
