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This Employment Agreement is entered into as of the 1st day of November, 2010, between Xnergy, Inc.,

a California corporation with its principal offices located in Carlsbad, California (“Xnergy” or the

“Company”), and D. Jason Davis (“Employee”).


In consideration of the mutual covenants contained in this Agreement, the Company and Employee

agree as follows:



1. Employment .



During the term of this Agreement, as defined in Sections 2 and 4 of this Agreement, the Company

shall employ Employee, and Employee hereby accepts such employment by the Company, in

accordance with the terms and conditions set forth in this Employment Agreement.



(a) Position and Duties . Employee shall serve as the President and Chief Executive Officer

(CEO) of the Company . Employee shall perform all duties, services and responsibilities and

have such authority and wers for and on behalf of, the Company as are customary and

appropriate for such positions and as are established from time to time


by, or in accordance with procedures established by, the Company’s Board of Directors.


Employee shall be accountable to, and shall only report to the Company’s Board of


Directors in connection with the performance of his duties, services and responsibilities


and the exercise of his authority and power hereunder. The Board of Directors shall


remain the same as prior to the acquisition and until such time as AEGY acquires a


controlling interest in the Company and thereafter shall remain the same until the


shareholders of the Company vote a change. HOTI and its subsidiaries, affiliates, and


directors, agree that when AEGY acquires a controlling interest in the Company they


will, for a period of five years from the date of this Agreement unless terminated as


provided in Paragraph 4, vote their shares of AEGY stock consistent with the provisions


set forth in subsection (c) below. During Employee's employment with the Company, the


Company shall never appoint a co-CEO, co-President, or anyone else that has equal or


greater authority in the Company than Employee.



(b) Performance . Employee shall perform the duties called for under this Agreement


to the best of his ability and shall devote all of his business time, energies, efforts and


skill to such duties during the term of his employment. Employee shall be based at, and


be expected to perform his duties at, the Company offices in San Diego and at other


geographic locations as required, and shall include reasonable travel incidental to the


performance of his duties under this Employment Agreement.


c) Additional Duties. The Company agrees that within eighteen (18) months of the date of


Closing of the acquisition of all of the issued and outstanding stock of the Company by


Healthcare of Today, Inc., ownership of the outstanding stock of Xnergy will be transferred to


Alternative Energy Partners, Inc. (“AEGY”) and Xnergy will become a wholly-owned subsidiary


of AEGY. The parties acknowledge that their intent is that, in addition to his duties hereunder to


the Company which shall continue, Employee shall be appointed to the Board of Directors of


AEGY and as its President and CEO, in which capacity he will assume responsibility for the











overall management of AEGY's current and future renewable energy, energy business operations,


opportunities, divisions and acquisitions and shall be compensated as described in Addendum A


of this Agreement for serving in those positions, reporting to the Board of Directors of AEGY.


The Board of Directors of the Company shall be made up of five members, one of whom shall be


Employee at all times during his employment by the Company under this Agreement, one of


whom shall be Joey Patalano at all times during his employment by the Company under a similar


employment agreement with the Company, two of whom shall be appointed at all times by


Healthcare of Today, Inc. and the fifth of whom shall be nominated and appointed by the other


four members and shall serve as the Chairman of the Board of Directors.



2. Term .



Subject to Section 4 of this Agreement, the term of Employee’s employment under this


Agreement shall begin on the date of the Closing of the acquisition of all of the issued and


outstanding stock of the Company by Healthcare of Today, Inc. (“Healthcare”), pursuant to the


Acquisition Agreement between the Company, its shareholders and Healthcare dated September


30, 2010, and shall continue for an initial term of sixty (60) months and shall be renewed


annually thereafter for successive 12 month terms, unless modified, amended or terminated by


the parties as provided herein.



3. Compensation, Expenses and Benefits .



As full compensation for Employee’s performance of his duties pursuant to this Agreement, the


Company shall pay Employee during the term of this Agreement, and Employee shall accept as


full payment for such performance, the following aggregate amounts and benefits:



(a) Salary. As salary for Employee’s services to be rendered under this Agreement, the


Company shall pay Employee an aggregate salary, payable monthly in arrears, based on the


following schedule:



$300,000 per year, payable every two weeks to coincide with Xnergy's current


payroll system and third party Direct Deposit for the preceding two weeks.



(b) Bonus. The Company may pay Employee a bonus, in such amount and at such time


as shall be determined by the Company’s Board of Directors or its Compensation Committee and


any bonus to which Employee may be entitled to under any Executive Officer Bonus Plan now


or hereafter in effect. The Board of Directors of the Company or the Compensation Committee


shall review Employee’s salary and bonus at least once a year to determine the amount, if any, of


Employee’s salary increase and discretionary bonus.



(c) Business Expenses . The Company shall pay or reimburse Employee for all


reasonable, ordinary and necessary travel expenses including airfare, car rental and lodging,


cellular phone, Internet access, entertainment, meals, and other out-of-pocket expenses incurred


by Employee in connection with the Company’ businesses, for which Employee submits


appropriate receipts and which are consistent with Company policy or have been authorized by


the Company’ Boards of Directors.













(d) Benefits . Employee shall be eligible to participate in all fringe benefits that he is


currently enjoying as an employee of the Company, including but without limitation the


following: major medical and dental insurance, life insurance, any 401(k) plan, retirement plans


and other employee benefit plans, applicable to other similar employees of the Company, when


and if adopted and made available during the term of this Agreement to employees with similar


periods of service, subject to any eligibility or other requirements for participating in such fringe


benefits and to the actual existence of the respective plans.



(e) Options and Stock Benefits. In addition to the compensation otherwise provided for


herein, Employee shall be entitled to receive the stock options and stock benefits described in


Addendum A.



(f) Indemnification; Directors and Officers Insurance . The Company shall, to the fullest


extent authorized or permitted by applicable state law, defend, indemnify and hold Employee, his


heirs, executors, administrators and other legal representatives, harmless from and against any


and all claims, suits, debts, causes of action, proceedings or other actions, at law or in equity,


including costs and reasonable attorney fees which any person or entity may have had, now has


or may in the future have with respect to Employee’s service to the Company as an officer,


employee or agent thereof. This provision shall survive the termination of this agreement.



(g) Vacation . Employee is eligible for vacation in accordance with existing Company


policy which is that after five (5) years of service an employee receives fifteen (15) days of paid


vacation time each calendar year. Only one week of vacation m

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