EMPLOYMENT AGREEMENT BETWEEN FLUX TECHNOLOGIES, CORP. AND MARC FOGASSA

EMPLOYMENT AGREEMENT BETWEEN

FLUX TECHNOLOGIES, CORP. AND

MARC FOGASSA

This Employment Agreement (“Agreement”) is made and entered into on December31^st, 2012, between FLUX TECHNOLOGIES, CORP., a Nevadacorporation, whose principal business address is at 324 South Beverly Drive, Suite 118, Beverly Hills, CA 90212(hereinafter referred to as “Employer”) and MARC FOGASSA, a California resident, whose mailing address is at 1443 East Washington Boulevard, Suite 278, Pasadena, CA 91104 (hereinafter referred to as “Employee”).

In consideration of the mutual covenants set forth below, Employer and Employee enter into the Agreement as set forth below.

1.       START 

This Agreement shall be effective immediately upon execution.

2.       TITLE AND DUTIES

A.      Title 

The Employee shall be employed in the capacity of Chief Executive Officer, Chairman, Chief Financial Officer, Treasurer, and Secretary. 

B.      Essential Job Functions and Duties

The essential job functions and duties expected of the Employee shall be such as customarily performed by persons in similar such positions, as well as such other duties as may be assigned from time to time by the Employer.

C.      Supervision andReporting

The Employee shall report to the Board of Directors of the Employer. 

D.      Duty of Loyalty and Best Efforts

Employee shall devote working time, attention, knowledge, and skills to Employer's business interests and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the Employer.  It is understood that the Employee has other business interests that may demand substantial time.

3.       COMPENSATION TERMS

A.      Sign-in Compensation

Employee shall receive a sign-in compensation of USD$50,000 (fifty thousand dollars)as soon as practicable.  Employer shall deduct or withhold from this compensation any amounts required for federal, state, or local taxes.

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B.      Salary 

Employee shall receive a salary of USD$150,000 (one hundredfiftythousand dollars) per year which shall be payable in equal monthly installments.  Employer shall deduct or withhold from this compensation any amounts required for federal, state, or local taxes.

Upon completion of a placement of securities of the Employeein the amount of at least USD$2,500,000 (two million five hundred thousand dollars), the annual salary of Employee shall be raised to USD$175,000 (one hundred seventy five thousanddollars) annually.

Upon completion of a placement of securities of the Employeein the amount of at least USD$5,000,000 (five million dollars), the annual salary of Employee shall be raised to USD$200,000 (two hundred thousand dollars) annually.

C.      Expense Reimbursement

Employee shall be entitled to reimbursement of expenses incurred in the performance of the functions and duties under this Agreement.  In order to receive reimbursement, Employee must timely provide Employer with an itemized account of all expenditures, along with suitable receipts therefore. 

D.      Residence Abroad

If and when Employee establishesa primary or secondary residence outside of the United States of America, in connection with its functions at the Employer, the Employer shall pay forsuch housing and related expenses on behalf of the Employee for an amount not greater than $5,000 (five thousand dollars) per month.

E.       Retirement Funding

Employer shall deposit annually the maximum allowable SEP IRA contribution at an individual retirement account designated by Employee and for the benefit of Employee.

4.       BENEFITS 

A.      Vacation 

The Employee has four (4) weeks of vacation per year, which may be taken one (1) week at a time. The Employee must provide in writing at least two (2) weeks of notice of his intent to take vacation unless there are emergency circumstances.

B.      Insurance 

As soon as practicable, the Employer shall designate Employee in a “key man” insurance policy for an amount no less than US$1,000,000 (one million dollars) payable to the Employer. Unless declined by Employee, the Employer shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Employee and to Employee’s spouse or partner and children under the age of 21, at reasonable plans chosen by Employee. Unless declined by Employee, the Employer shall pay the annual premium costs of a life insurance policy for Employee in the amount of USD$5,000,000 (five million dollars) for payment to Employee’s designated beneficiaries.

A.      Records and Accounts

Employee agrees that all those records and accounts maintained during the course of employment are the property of Employer.

B.      Return Upon Termination

Employee agrees that upon termination they will return to Employer all of Employer’s property, including, but not limited to, intellectual property, trade secret information, customer lists, operation manuals, records and accounts, materials subject to copyright, trademark, or patent protection, customer and Employer information, business documents, reports, and other items as applicable.

C.      Copyrights, Inventions and Patents

Employee understands that any copyrights, inventions or patents created or obtained, in part or whole, by Employee during the course of this Agreement are to be considered “works for hire” and the property of Employer.  Employee assigns to Employer all rights and interest in any copyright, invention, patents or other property related to the business of the Employer.

6.       INDEMNIFICATION FOR THIRD PARTY CLAIMS

Employer hereby agrees to indemnify, defend, save, and hold harmless Employee from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to the Employee’s performance of this Agreement, failure to perform job functions or duties as required, or result from conduct while engaging in any activity outside the scope of this Agreement, before, during or after the termination of this Agreement.  Employer understands that this obligation of indemnification survives the expiration or termination of this Agreement. 

7.       MEDIATION AND BINDING ARBITRATION

Employer and Employee agree to first mediate and may then submit to binding arbitration any claims that they may have against each other, of any nature whatsoever, other than those prohibited by law or for workers compensation, unemployment or disability benefits, pursuit to the rules of the American Arbitration Association in Los Angeles, California, United States of America.

8.       TERMINATION 

A.      Severance 

If Employee is terminated by Employer, the Employer shall immediately make a payment to Employee equal to USD$500,000 (five hundred thousand dollars).  If upon the completion of a change of control, or other corporate event, Employee is not theChief Executive Officer of the Employer, or the Chief Executive Officer of the new controlling person of the Employer, as the case may be, then the Employer shall immediately make a payment to Employee equal to USD$2,000,000 (twomillion dollars).

A.      Notices 

Employee agrees that any notices that are required to be given under this Agreement shall be given in writing, sent by certified mail, return receipt requested, to the principal place of business of the Employer or mailing address of the Employee as set forth herein.

FLUX TECHNOLOGIES, CORP.

324 South Beverly Drive, Suite 118

Beverly Hills, CA 90212

MARC FOGASSA

1443 East Washington Boulevard, Suite 278

Pasadena, CA 91104

B.      Entire Agreement

This Agreement represents the complete and exclusive statement of the employment agreement between the Employer and Employee.  No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the parties concerning their employment agreement.

C.      Prior Agreements or Understandings

This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

D.      Modifications 

Any modifications to this Agreement may only be done in writing between the parts.

E.       Severability of Agreement

To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

F.       Waiver of Breach

The waiver by Employer of a breach of any provision of this Agreement by Employee shall not operate as a waiver of any subsequent breach by the Employee.  No waiver shall be valid unless placed in writing and signed by Employer.

G.     Ambiguities Related to Drafting

Employer and Employee agree that any ambiguity created by this document will not be construed against the drafter of same.

H.     Choice of Law, Jurisdiction and Venue

Employee agrees that this Agreement shall be interpreted and construed in accordance with the laws of the State of California and that should any claims be brought against Employer related to terms or conditions of employment it shall be brought within a court of competent jurisdiction within the county of Los Angeles, California.  Employee also consents to jurisdiction of any claims by Employer related to the terms or conditions of employment by a court of competent jurisdiction within the county of Los Angeles, California.

I.        Statute of Limitations

Employee has a one year statute of limitation for the filing of any requests for mediation, or arbitration, or for any lawsuit related to this Agreement or the terms and conditions of their employment.  If said claim is filed more than one year subsequent to Employee’s last day of employment it is precluded by this provision, regardless of whether the claim had accrued at that time or not.

J.        Potential Transfer to Similar Agreement at Subsidiary

At the option of the Employer, the Agreement may be exchanged at any time for a substantially similar employment agreement between Employer and a subsidiary of the Employer.

Chairman and Chief Executive Officer

FLUX TECHNOLOGIES, CORP.