EXHIBIT
10.2
E XECUTIVE EMPLOYMENT AGREEMENT
This Executive
Employment Agreement (the “ Agreement ”)
is made as of May 12, 2009 (the “ Effective
Date ”), by and between Explorations Group, Inc., a
Delaware corporation (the “ Company ”)
and Robert E. McCann III (“ Executive ”),
an individual residing at 18042 Cozumel Isle Drive, Tampa, Fl.,
33647.
WHEREAS, the Company is
in need of an executive with significant experience in operating a
business to develop and sell biometric devices; and
WHEREAS, Executive has
experience in such fields; and
WHEREAS, the Company
wishes to engage Executive to serve as its Chief Executive
Officer.
NOW THEREFORE, in
consideration of the premises and the covenants contained herein,
the parties hereby agree as follows:
1. DUTIES AND
POSITION .
During the term of this Agreement, Executive agrees to be
employed by and to serve the Company as its Chief Executive
Officer. The Company agrees to employ and retain Executive in
such capacity and Executive accepts and agrees to such employment,
subject to the general supervision, advice and direction of the
Chairman of the Company. Executive shall perform such duties
as are customarily performed by an executive in a similar position.
Executive shall devote substantially all of his business time
to the performance of his duties as Chief Executive
Officer.
2. TERM OF
EMPLOYMENT .
2.1 Initial
Term of Employment . This Agreement shall be effective as
of the date first set forth above and shall continue for a period
of two (2) years (the “Term”), unless sooner
terminated pursuant to the provisions set forth herein.
2.2 Extension
Term s. The Term shall automatically be extended for up
to two (2) consecutive one (1) year periods (each an
“Extension Term”), unless the Company shall provide the
Executive with notice of its intention not to extend this
Agreement, no later than thirty (30) days prior to the expiration
of the then-current Term
2.3 Place of
Performance . At the option of the Executive, Executive
shall work out of his home office as reasonably requires at
the principal business offices of the Company, which are currently
located in West Palm Beach, FL.
3. SALARY,
BENEFITS AND BONUS COMPENSATION .
3.1
Salary . As payment for the services to be rendered by
Executive, the Company agrees to pay to Executive a salary equal to
no less than Two Hundred Forty Thousand ($240,000.00) Dollars per
year, payable in such equal increments which are in accordance with
the Company's payroll practices then in effect (the “Base
Salary”). Executive’s salary shall be reviewed by
the Company’s Board of Directors in accordance with Company
policies, and Executive shall be eligible for increases in salary
and benefits as determined by the Company’s Board of
Directors in its sole discretion; provided that, upon the
commencement of each Extension Term, the Executive shall receive an
increase in Base Salary of ten percent (10%). In no
event shall Executive’s Base Salary be reduced except with
Executive’s consent, or, except as part of a salary reduction
applicable to all senior management.
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Notwithstanding
anything to the contrary contained herein, Executive’s Base
Salary shall accrue and not be paid until such time as the Company
raises sufficient capital to pay Executive, as reasonably
determined by the Company’s Board of
Directors.
3.2
Bonuses . Executive shall be eligible to receive (a) a
“sign on” bonus of $50,000, payable only if and when,
the Company receives an investment of not less than
$1,000,000 from investors introduced to the Company by
Executive, such investment to be upon terms acceptable to the
Company in its sole discretion, and an additional bonus of
$50,000, payable only if and when, the Company receives an
additional investment of not less than $4,000,000 from investors
introduced to the Company by Executive, such investment to be upon
terms acceptable to the Company in its sole discretion, and (b)
discretionary bonuses as determined by the Company’s Board of
Directors, in accordance with the Company’s standard bonus
policies and equal to or greater than the bonuses awarded to other
similar employees of the Company for similar performance (the
“Annual Bonus”). The Annual Bonus may be paid in the
form of cash, shares of the Company’s common stock or any
combination thereof as determined in the sole discretion of the
Board of Directors.
3.3 Employee
Benefits . Executive shall be eligible to participate in
all benefit plans generally available to employees who are
executives of the Company including health, dental, life insurance,
retirement, disability, stock and bonus compensation
programs.
3.4
Expenses . Company will pay, or reimburse the Executive for,
all ordinary and reasonable out-of-pocket business expenses
incurred by Executive in connection with his performance of
services hereunder in accordance with Company's expense
authorization and approval procedures then in effect upon
presentation to Company of an itemized account and written proof of
such expenses.
3.5
Options . Upon the execution hereof, Executive shall
receive an incentive stock option (the “Sign On
Option”) to purchase such number of shares of the
Company’s Common Stock as constitutes two percent (2%)
of the then-issued and outstanding shares of the Company’s
Common Stock on the date on which the grant is made, at the market
value of the Common Stock on the date on which the grant is made,
which option shall be immediately vested. In addition,
Executive shall receive a second option (the “ Bonus
Option”) to purchase such number of shares of the
Company’s Common Stock as constitutes one percent (1%)
of the then-issued and outstanding shares of the Company’s
Common Stock on the date on which the grant is made, at the market
value of the Common Stock on the date on which the grant is made,
such option to vest upon the Company receiving an investment of
not less than $5,000,000 from investors introduced to the Company
by Executive, such investment to be upon terms acceptable to the
Company in its sole discretion.
4.
TERMINATION .
4.1 Termination For
Cause . The Company shall have the right to terminate this
Agreement “For Cause”, at any time, by giving the
Executive a notice of termination “For Cause”, stating
in such notice the reasons constituting such cause; provided,
however, that the Board of Directors of the Company shall,
within a reasonable period after providing such notice, hold a
meeting in which the Executive shall be present and shall be
allowed to convey his opinion in the matter. Unless the Board
elects to withdraw the notice of termination for cause as
aforesaid, this Agreement shall be terminated upon the delivery of
the notice of termination for cause to the Executive. For purposes
hereof "For Cause”: mean (a) habitual intoxication
which materially affects the Executive's performance; (b) drug
addiction; (c) Executive is found guilty of fraud, embezzlement,
defalcation, dishonesty, or commission of an act of moral turpitude
which results in either civil or criminal liability; (d)
Executive’s intentional failure, or willful refusal without
reasonable reason, to perform his duties under this Agreement or
the reasonable and proper instructions of the Chairman, which
breach or failure is not cured by Executive within fourteen (14)
days following notice by the Company to Executive requiring remedy
of such breach; (e) Executive deliberately causes harm to the
Company’s business affairs or breaches his duty of trust or
fiduciary duties to the Company or its affiliates; or (f) Executive
breaches the confidentiality and/or non-competition provisions of
this Agreement, provided, however, that with respect to a breach
which is not material only to the extent that such breach was not
cured within fourteen (14) days following notice by the Company
to
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Executive requiring
remedy of such breach. In the event that, this Agreement is
terminated by the Company “For Cause” the Company
shall not have any further obligations or liability to Executive
under this Agreement subsequent to the actual date of
Executive’s termination.
4.2 Termination by
Reason of Disability . If, during the Term, Executive is
determined by an examining physician to have failed to perform his
duties under this Agreement on account of illness or physical or
mental incapacity, and such illness or incapacity continues for a
consecutive period of more than four (4) months, or an aggregate of
more than six (6) months in a twelve (12) month period, the Company
shall have the right to terminate Executive’s employment
hereunder by notice to Executive. Upon a termination
b
