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EXHIBIT 10.8 EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the 1st day of May, 2008 (the"Effective Date"),
by and between IX ENERGY, INC., a Delaware corporation with offices
at 711 Third Avenue., New York 10017 (the "Corporation"), and Steve
Hoffman, an individual residing at 34 Sanfordville Rd Warwick NY
10990 ("Executive"). WITNESSETH: WHEREAS, the
Executive desires to be employed by the Company as its Chief
Executive Officer and Chairman and the Company wishes to employ
Executive in such capacity: NOW, THEREFORE, in consideration
of the foregoing recitals and the respective covenants and
agreements of the parties contained in this document, the Company
and Executive hereby agree as follows:
1. Employment and Duties. The Company agrees
to employ and Executive agrees to serve as the Company's Executive
Officer (CEO) and Chairman of Board. The duties, responsibilities
and authority of Executive shall include such duties,
responsibilities and authority commensurate and consistent with
Executive's position, as may be, from time to time, assigned to him
by the Board of Directors of the Company. Executive shall
devote substantially all of his working time and efforts during the
Company's normal business hours to the business and affairs of the
Company and its subsidiaries and to the diligent and faithful
performance of the duties and responsibilities duly assigned to him
pursuant to this Agreement. 2. Term.
The term of this Agreement shall commence on the Effective Date and
shall continue for a period of Two years and shall be automatically
renewed for successive one year periods thereafter unless either
party provides the other party with written notice of his or its
intention not to renew this Agreement at least three months prior
to the expiration of the initial term or any renewal term of this
Agreement. "Employment Period" shall mean the initial two year term
plus renewals, if any. 3. Place of
Employment. Executive's services shall be performed at the
executive residence, New York City location, or West coast offices.
The current corporate location in New York, NY may serve as a
reporting corporate office in which the executive may be required
on an as needed basis be present. In such occurrences employee will
be given 4-day notice and would be during normal business hours.
The parties acknowledge, however, that Executive may be required to
travel in connection with the performance of his duties hereunder.
4. Base Salary. For all services to
be rendered by Executive pursuant to this Agreement, the Company
agrees to pay Executive during the Employment Period an initial
base salary (the"Base Salary") at an annual rate of $225,000. The
Base Salary shall be paid in periodic installments in accordance
with the Company's regular payroll practices. In addition the
Executive shall receive a compensation of $80,000.00 for recouped
of unpaid salary in year 2008, and outstanding expenses upon the
Company's sale of debt and or equity securities in one transaction
or series of related transactions that result in gross proceeds to
the Company of at least $2.5 million. The Compensation
Committee (the "Compensation Committee") of the Board (or by the
independent members of the Board (the "Independent Directors"), if
there is no Compensation Committee) shall review the Executive's
Base Salary annually after the conclusion of the initial two year
term and shall make a recommendation to the Board as to whether
such Base Salary should be increased but not decreased, which
decision shall be within the Board's sole discretion. 1
5. Bonuses. During the term of
this Agreement, the Executive shall be entitled to an annual bonus
during term of employment. Bonuses shall be decided by the
Compensation Committee (or by the Independent Directors if there is
no Compensation Committee) based on gross revenue and performance
during such year of employment. Each annual bonus shall be paid by
the Company to the Executive promptly after determination that the
relevant targets have been met, it being understood that the
attainment of any financial targets shall be determined after the
results are known. 6. Expenses.
Executive shall be entitled to reimbursement by the Company for all
reasonable ordinary and necessary travel, entertainment, and other
expenses incurred by Executive while employed (in accordance with
the policies and procedures established by the Company for its
senior executive officers) in the performance of his duties and
resonsibilities under this Agreement; provided, that Executive
shall properly account for such expenses in accordance with Company
policies and procedures. The executive shall also be entitled to a
car allowance of $750 per month during the term of this Agreement.
7. Other Benefits. During the term of
this Agreement, the Executive shall be eligible to participate in
incentive, savings, retirement (401(k)), and welfare benefit plans,
including, without limitation, health, medical, dental, vision,
life (including accidental death and dismemberment) and disability
insurance plans (collectively, "Benefit plans"), in substantially
the same manner and at substantially the same levels as the Company
makes such opportunities available to the Company's managerial or
salaried executive employees. The Company shall bear the sole cost
of insuring Executive and his family under the health, medical,
dental and vision insurance plans.
8. Vacation. During the term of this
Agreement, the Executive shall be entitled to accrue, on a pro rata
basis, 15 paid vacation days per year. Vacation shall be taken at
such times as are mutually convenient to the Executive and the
Company and no more than 10 consecutive days shall be taken at any
one time without Company approval in advance. The Executive shall
be entitled to carry over any accrued, unused vacation days from
year to year. 9. Stock Options. The
Executive shall be eligible for a multi-year grant of IX
non-qualified options, the amount of which will be equal to 6% of
the total common shares outstanding after taking effect for the
planned reverse merger, vesting 1/3 each year with the first third
vesting on the Effective Date. The options will be priced at $.50
per share on the grant date. The next scheduled option grants will
be three years from this initial grant. Any such options shall be
vested if this Agreement is terminated by the Executive or the
Company. bhR
10. Termination
of Employment. (a) Death. If Executive dies during the
Employment Period, this Agreement and the Executive's employment
with the Company shall automatically terminate and the Company
shall have no further obligations to the Executive or his heirs,
administrators or executors with respect to compensation and
benefits accruing thereafter, except for the obligation to pay to
the Exective's heirs, administrators or executors any earned by
unpaid base Salary and vacation pay, unpaid pro rata annual bonus
through the date of death and reimbursement of any and all
reasonable expenses paid or incurred by the Executive in conneciton
with and related to the performance of his duties and
responsibilities for the Company during the period ending on the
termination date. The Company shall deduct from all payments made
hereunder, all applicable taxes, including income tax. FICA and
FUTA, and other appropriate deductions. In addition, the
Executive's spouse shall be entitled to continued coverage for a
period of one year following the termination of employment, at the
Company's expense, under all health, medical, dental and vision
insurance plans in which the Executive was a participant
immediately prior to his last date of employment with the Company.
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assets are of the Company are sold or if "change of
control" occurs as described under the agreement, then all stock
options immediately vest. (e) Good
Reason. (1) At any time during the term of this Agreement,
subject to the conditions set forth in Section 10(e)(2) below, the
Executive may terminate this Agreement and the Executive's
employment with the Company for "Good Reason." For purposes of this
Agreement, "Good Reason" shall mean the occurence of any of the
following events; (A) the assignment, without the Executive's
consent, to the Executive of duties that are significantly
different from and that result in a substantial diminution of the
duties that he assumed on the Effective Date; (B) the assignment,
without the Executive Officer; (C) any termination of the
Executive's employment by the Company within 12 months after a
Change of Control, other than a termination for Cause, death or
Disability; or (D) material breach by the Company of this
Agreement. (2) The Executive shall not be
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