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EMPLOYMENT AGREEMENT

 

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

 

 

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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.

 

 

 

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(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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