SUCCESS EXPLORATION & RESOURCES, INC. EMPLOYMENT AGREEMENT WITH MATTHEW SAGE
SUCCESS EXPLORATION & RESOURCES, INC.
EMPLOYMENT AGREEMENT WITH
MATTHEW SAGE
The Parties to this Agreement dated January 24, 2014 are SUCCESS EXPLORATION & RESOURCES, INC., a Nevada, public corporation (the "Company") and MATTHEW H. SAGE (the "Comptroller").
The Company wishes to employ the Comptroller, and the Comptroller wishes to accept employment with the Company, on the terms and subject to the conditions set forth in this Agreement. It is therefore agreed as follows:
1. Employment. The Company shall employ the Comptroller, and the Comptroller shall serve the Company and its Comptroller, with such duties and responsibilities as may be assigned to the Comptroller by the Chief Executive Officer in consultation with the Board of Directors, and as are normally associated with a position of that nature. The Comptroller, during his employment, and subject to continued employment under this Agreement, shall devote his best efforts to the performance of his duties under this Agreement and shall perform them faithfully, diligently, and competently and in a manner consistent with the policies of the Company as determined from time to time by the Chief Executive Officer with the Board of Directors. The Comptroller shall report to the Chief Executive Officer.
In addition to the normal duties associated with the position as Comptroller of the Company the Comptroller shall specifically perform the following:
A.
the Comptroller is in charge of overseeing the daily accounting operations of a Company;
B.
the Comptroller may be responsible for implementing at the direction of the CEO the financial and audit controls of the Company;
C.
the Comptroller shall be responsible for the daily accounting tasks for the Company;
D.
the comptroller shall additionally serve as office manager:
E.
The Comptroller shall assist the CEO and corporate counsel in review and development of the Company’s SEC submissions of the Company’s Annual and Quarterly reports;
F.
The Comptroller shall assist the CEO, auditors and accountants with completing the Quarterly and Annual Financial Statements with Notes of the Company;
G.
When necessary and or as required or requested by the CEO, liaise with both Shareholders counsel and Note Holders counsel to facilitate issuances, deposits and receipts of stock and stock equivalents.
H.
Certify items D & E, as appropriate and when required.
I.
The Comptroller shall assist the CEO in the implantation of the strategic vision of the Company.
J.
The Comptroller shall assist the CEO in the implantation of the Plan of Operations including management all vendors associated with the financial planning of the Company its subsidiaries, affiliates.
K.
At the direction of the CEO, hire, recruit and develop administrative employees.
L.
Maintain the strategic focus of the Company.
M.
Seek CEO approve over any and all costs, fees or disbursements by the Company totaling over $500.
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Additionally, the Comptroller shall manage any and all vendors of the Company and report on such management to the Board of Directors. Such management shall be absent of interference as long as the Comptroller has obtained prior Board approval.
2. Term of Employment. The Comptroller's employment by the Company under this agreement shall commence on the date of this Agreement and, subject to earlier termination pursuant to section 5 and/or 6, shall terminate on one (1) year from the date herein. This Agreement may also be extended by a written amendment as discussed in section 7.
3. Compensation. As compensation for all services rendered by the Comptroller to the Company under this Agreement, the Company shall pay to the Comptroller TEN THOUSAND DOLLARS ($10,000.00) MONTHLY, payable bi-monthly on the 1st and 15th of the month and until such time as the Comptroller is no longer employed, or the earlier of the Term of Employment. Comptroller shall be responsible for any and all applicable local, state and federal taxes associated with his employment. Additionally, Comptroller shall receive EIGHTY-ONE THOUSAND TWO-HUNDRED FIFTY (81,250) Common Restricted Shares of the Company to be issued upon execution of this agreement. Comptroller, at Comptroller’s option shall have the sole right to require the Company register Comptrollers shares in any such registration undertaken by the Company. Such piggyback registration right shall survive the term or termination of this Agreement.
4. Fringe Benefits; Expenses. The Company shall reimburse the Comptroller for all reasonable and necessary expenses incurred by him in connection with the performance of his services for the Company; however, no such expenses shall be reimbursed unless such expenses are pre-approved in writing by the Board of Directors.
5. Disability or Death. The term of the Comptroller's employment under this Agreement shall terminate upon his death without any further payment or the furnishing of any benefit by the Company under this Agreement.
6. Termination. The Company and the Comptroller shall have the right to terminate this Agreement. The Comptroller's employment is defined as “at will” and may be terminated for “cause”. For purposes of this Agreement, the term "cause" shall mean:
A.
Any material breach of the Comptroller's obligations under this Agreement;
B.
Fraud, theft, or gross malfeasance on the part of the Comptroller, including, without limitation, conduct of a felonious or criminal nature, conduct involving moral turpitude, embezzlement, or misappropriation of assets;
C.
The habitual use of drugs or intoxicants to an extent that it impairs the Comptroller's ability to properly perform his duties;
D.
Violation by the Comptroller of his obligations to the Company, including, without limitation, conduct which is inconsistent with the Comptroller's position and which results or is reasonably likely to result (in the opinion of the Board of Directors) in an adverse effect (financial or otherwise) on the business, or reputation of the Company or any of its subsidiaries, divisions, or affiliates.
Any such termination absent “cause” as defined in item A thru D shall result in a one time payment to Comptroller of three (3) months of Compensation as defined in Section 3. Such one time payment shall for the total amount of such monthly compensation due Comptroller, such
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payment shall be due “in full” including any and all such pre-approved expenses on such termination date.
7. Extension of Term of Employment. The Company may extend this Agreement for the period of one (1) year and subject to the Comptroller’s approval. Such Term of Employment shall be continued under the same terms and conditions as specified under this Agreement, subject to the following amendment: Item 3. Compensation, he Company shall pay to the Comptroller EIGHTEEN THOUSAND DOLLARS ($18,000.00) MONTHLY, payable upon the anniversary date of this agreement, and following, on the bi-monthly on the 1st and 15th of the month and until such time as the Comptroller is no longer employed, or the earlier of the Term of Employment. Additionally, Comptroller shall receive EIGHTY-ONE THOUSAND TWO-HUNDRED FIFTY (81,250) Common Restricted Shares (adjusted for any post split of such common stock) of the Company.
8. Miscellaneous
A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida; Palm Beach County, applicable to agreements made and performed in Florida, and shall be construed without regard to any presumption or other rule requiring construction against the party causing the Agreement to be drafted.
B. This agreement contains a complete statement of all the arrangements between the Company and the Comptroller with respect to its subject matter, supersedes all previous agreements, written or oral, among them relating to its subject matter, and cannot be modified, amended, or terminated orally. Amendments may be made to this Agreement at any time if mutually agreed upon in writing.
C. Any amendment, notice, or other communication under this Agreement shall be in writing and shall be considered given when received and shall be delivered personally or mailed by Certified Mail, Return Receipt Requested, to the parties at their respective addresses set forth below (or at such other address as a party may specify by notice to the other):
If to Company:
If to Comptroller:
Board of Directors
Matthew H. Sage
220 Congress Park Drive #301
8641 Falcon Green Drive
Delray Beach, FL 33445 WBP, Florida 33412
D. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.
E. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration. Association and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Palm Beach County, in West Palm Beach within the State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable
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by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
F. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the remaining terms or provisions of this Agreement which shall remain in full force and effect and any such invalid or unenforceable term or provision shall be given full effect as far as possible. If any term or provision of this Agreement is invalid or unenforceable in one jurisdiction, it shall not affect the validity or enforceability of that term or provision in any other jurisdiction.
G. This Agreement is not assignable by either Party.
COMPANY:
SUCCESS EXPLORATION & RESOURCES, INC.
By: /ss/ Raymond J. Talarico
Name: Raymond Talarico
Its: CEO
COMPTROLLER:
MATTHEW H. SAGE
/ss/ Matthew H. Sage
Name: Matthew H. Sage
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