Consulting Agreement between Iron Eagle Group, Inc. and Joseph M. LoCurto

Summary

Iron Eagle Group, Inc. and Joseph M. LoCurto entered into a consulting agreement effective January 1, 2011, for a four-year term, with possible annual renewals. LoCurto will provide executive strategy, acquisition, management, and investor relations services as an independent contractor, reporting to the CEO and Board. Compensation includes a cash and equity signing bonus, annual cash and equity base fees, and potential performance bonuses, all contingent on the company raising at least $10 million for acquisitions. The agreement outlines termination conditions, compliance with company policies, and expectations for post-term advisory services.

EX-10.4 5 ironeagle8k112310ex10-4.txt JOSEPH LOCURTO CONSULTING AGREEMENT CONSULTING AGREEMENT FOR JOSEPH M. LOCURTO THIS CONSULTING AGREEMENT (this "Agreement"), made as of this 1st day of January, 2011, between Iron Eagle Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and Joseph M. LoCurto (the "Consultant"). BACKGROUND WHEREAS, the Company is engaged in the business of acquisition of and management of construction and construction-related companies (the "Business"). WHEREAS, the Company desires to hire Consultant and Consultant desires to work for the Company upon the terms and conditions hereinafter set forth. WHEREAS, this Agreement contains the entire understanding of consulting arrangement with the Company and supersedes all discussions, proposals or prior agreements, written or oral, and all other communications relating to the subject matter hereinafter set forth. WHEREAS, the provisions set out in this Agreement are to be interpreted fairly between Consultant and Company and not in favor or against either party. NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject to the terms and conditions set forth herein, agree as follows: 1. Definitions. a. Cause. For purposes of this Agreement "Cause" with respect to the termination by the Company of the Consultant's consulting shall mean (i) failure by the Consultant to perform his duties for the Company under this Agreement or to perform the directives of the Board of Directors of the Company (the "Board") which, if capable of being cured, remains uncured for more than 20 days after written notice from the Board specifying such failure; (ii) misconduct by the Consultant which causes material injury to the Company; (iii) a material breach or violation by the Consultant of (a) any provision of this Agreement or (b) any employment policy of the Company which, in each case, if capable of being cured remains uncured for more than 20 days after written notice specifying such violation or breach is given to Consultant; or (iv) conviction of, or a plea of guilty or nolo contendre to, a felony or other crime involving moral turpitude, embezzlement, fraud or dishonesty (other than a traffic violation), habitual alcohol abuse, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. b. Good Reason. When used with reference to a voluntary termination by Consultant of his consulting with the Company, "Good Reason" shall mean any of the following, if taken without Consultant's express written consent (1) a reduction by the Company in the Consultant's annual fee (including deferred fee) to an amount less than the Consultant's Base Compensation (as defined in Section 4) or (2) the Executive is demoted by means of a substantial reduction in authority, responsibilities or duties usually consistent with the position described in Section 1 hereof. c. Term. For purposes of this Agreement, the "Term" of this Agreement shall start on January 1, 2011 ("Start Date") and shall be for four (4) years from the Start Date hereof, unless sooner terminated in accordance with the provisions hereof. d. Renewal. This Agreement shall automatically renew on an annual basis after the initial term as agreed upon by both parties in writing sixty (60) days prior to end of the Term. e. Post-Term Advisory Role. While not binding, there is an expectation by both the Company and Consultant that Consultant will provide advisory services after the expiration of the Term and any renewals with the compensation to be mutually agreed upon. 2. Independent Contractor. Nothing herein shall be construed to create an employer-Consultant relationship between the Company and Consultant. Consultant is an independent contractor and not a Consultant of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 4 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. 3. Position. a. Duties. During the Term the Consultant shall be hired as a consultant with the following duties: creating executive strategy, targeting, conducting due diligence, and executing the acquisition of companies that fit the Iron Eagle's business model and then becoming responsible for the management of those companies, capital raising, and communication with investors ("Duties"). Consultant will report to the Chief Executive Officer ("CEO") and to the Board of Directors of the Company ("Board"). In addition, Consultant will also be responsible for such other duties that may be assigned to Consultant from time to time by the Board. The Consultant shall devote his full time, energy and attention to the business of the Company, and shall not, during the Term, be engaged in any other activity that may interfere in any respect with the performance of the Consultant's Duties. As part of Consultant stated duties, Consultant agrees to meet quarterly (every three months) with the Board, either in person or by teleconference to review the Company's progress, direction, strategy and performance. b. Company Policies. Consultant agrees to comply with all Company policies and procedures in effect as of the Start Date as well as any modifications or additions to those policies and procedures. This will include by way of example and those contained in a Consultant handbook or policy manual that is presently under development. Parties understand however, that if there is a conflict between any policy or procedure and any provision contained in this Agreement, the provisions contained in this Agreement shall prevail. 4. Compensation. Notwithstanding anything else in the Agreement, Consultant and Company agree that Consultant's compensation, severance, signing bonus, auto allowance, and / or other benefits will accrue until the registrant raises the necessary capital to fund its first acquisition or acquisitions and the raise is at least ten million dollars ($10,000,000). Such acquisition shall be deemed a closing ("Closing"). The date of the Closing is the "Closing Date". a. Signing Bonus. The Company will pay Consultant a signing bonus ("Signing Bonus") consisting of: i. Cash Signing Bonus. One Hundred Thirty Thousand ($130,000.00) Dollars in cash/ ii. Equity Signing Bonus. One Hundred Thirty Thousand (130,000) shares of the Company that will vest on January 1, 2012. b. Base Fee. The Company will pay Consultant an annual gross base fee ("Base Fee") as defined below. i. Cash Base Fee. The Company will pay Consultant an annual gross base fee in cash of Two Hundred Fifty Thousand ($250,000.00) Dollars ("Cash Base Fee") payable at least semi-monthly. ii. Equity Base Fee. The Company will pay Consultant an annual equity gross base fee ("Equity Base Fee") that shall vest annually as follows: (a) January 1, 2012 - One Hundred Thousand (100,000) shares (b) January 1, 2013 - One Hundred Five Thousand (105,000) shares (c) January 1, 2014 - One Hundred Ten Thousand Two Hundred Fifty (110,250) shares (d) January 1, 2015 - One Hundred Fifteen Thousand Seven Hundred Sixty-Three (115,763) shares c. Bonuses. At the sole discretion of the Board, Consultant will be eligible to receive a cash and equity bonus of up to 100% of Base Fee each year. The relative percentage of cash and equity in the bonus will be similar to the cash and equity mix in the Base Fee. The Bonuses will be based upon actual performance of the Consultant and the Company as determined by the Board. The equity portion of the bonus will be paid in shares of the Company and will be fully vested on the date the bonus is granted. d. Incentive Compensation Plan in Iron Eagle. The Board shall create a compensation committee ("Compensation Committee") to create an option package for Consultant. The Compensation Committee will make annual stock option grant awards ("Options") in a manner consistent with the policies and procedures of Iron Eagle which will be based upon Consultant's service to the Company and overall performance criteria. The time, amount and grant of Options shall be in the sole discretion of the board based upon Consultant's performance on an annual basis. e. Annual Increase. The Board agrees to increase Consultant's fee at least annually as of each anniversary of the Start Date at a minimum of Five Percent (5%) per annum for the Cash Base Fee, Equity Base Fee, and Bonuses with additional upside based on performance which shall be at the sole discretion of the Board. 5. Expenses and Fringe Benefits .. a. Expenses. During the Term, the Company shall reimburse the Consultant for all ordinary and necessary business expenses reasonably incurred by him with respect to the business of the Company and submitted to the Company (with appropriate supporting documentation) for reimbursement in accordance with the policies established from time to time by the Board. b. Auto Allowance. The Consultant shall be entitled to a monthly auto allowance of $1,000.00, which includes all auto expenses, including, but not limited to, mileage, lease, ownership, and/or insurance. c. Other Benefits. During the Term, the Consultant also shall be entitled to participate in or receive health and other benefits under insurance and other Consultant benefit plans of the Company which are generally available to its consultants. d. Vacation. The Consultant shall be entitled to four (4) weeks paid vacation, as well as a reasonable number of personal and sick days, used as necessary. 6. Termination for Cause. The Company shall have the right to terminate the Consultant for Cause, upon written notice to him of the termination which notice shall specify the reasons for the termination and the date of termination. In the event of termination for Cause, the Consultant shall not be entitled to any further benefits under this Agreement. For purposes of this Agreement, the "date of termination" with respect to termination for Cause, shall mean the date set forth in the notice of termination. 7. Disability. During the Term, if the Consultant becomes permanently disabled, or is unable to perform his duties hereunder for 3 consecutive months, in each case as determined by the Board in its reasonable discretion, the Company may terminate the consulting of the Consultant. In such event, the Consultant shall not be entitled to any further benefits under this Agreement other than payments under any disability insurance policy which the Company may have obtained generally for the benefit of its consultants. 8. Death Benefits. The Consultant's consulting arrangement hereunder shall terminate upon his death. Upon the Consultant's death, the beneficiaries designated by the Consultant shall be entitled to the death benefits of any life insurance policy for the Consultant (not including any "key man" life insurance policy, the benefits of which are payable to the Company) paid for by the Company, but his estate shall not be entitled to any further benefits under this Agreement, with the exception of anything previously earned or accrued at the time of Consultant's death. 9. Termination Without Cause or Resignation for Good Reason. The Company may terminate the Consultant without Cause during the Term by 20 days prior written notice to the Consultant, and the Consultant may resign for Good Reason during the Term upon twenty (20) days prior written notice (the "Resignation Notice") to the Company specifying the Good Reason, provided, however, the Resignation Notice must be preceded by a written warning ("Warning Notice") from the Consultant to the Company sent 25 days prior to the Resignation Notice, stating that Good Reason exists and specifying the Good Reason. After the date of the Consultant's Warning Notice, the Company may cure the Good Reason within 20 days and, if it elects to do so, shall so notify the Consultant promptly. If the Company terminates the Consultant's consulting arrangement during the Term without Cause or if the Consultant Resigns for Good reason, the Company shall pay the Consultant a lump sum ("Lump Sum Payment") equal to one years' Base Fee. The Lump Sum Payment is in lieu of, and not in addition to, any severance or non-competition payment due or to become due to the Consultant under any separate agreement or contract between the Consultant and the Company or pursuant to any severance payment plan, program or policy of the Company. As a condition to the receipt of the Lump Sum Payment, the Consultant and the Company must first each execute and deliver to the other party a bilateral mutual agreeable release releasing the Consultant, the Company and its affiliates, and the officers, managers, employees, consultants and agents of the Company and its affiliates, from any and all claims and from any and all causes of action of any kind or character that the Consultant or Company may have arising out of the Consultant's consulting arrangement with the Company or the termination of such consulting arrangement. 10. Resignation Without Good Reason. In the event that the Consultant resigns from the Company at any time during the Term without Good Reason, the Consultant shall not be entitled to any additional compensation for the time after which he ceases to work for the Company, and shall not be entitled to any of the other benefits provided hereunder nor any severance payment due or to become due to the Consultant under any separate agreement or contract between the Consultant and the Company or pursuant to any severance payment plan, program or policy of the Company. 11. Non-Disclosure/Non-Compete. a. Non-Disclosure of Confidential Information. Except in the course of Consultant's consulting arrangement with the Company and in the pursuit of the business of the Company or any of its subsidiaries or affiliates, the Consultant shall not, at any time during or following the Term, directly or indirectly use for his own benefit or purpose, or disclose to a third party or use for the benefit or purpose of any person or entity other than the Company, any confidential information or proprietary data of the Company or any of its subsidiaries or affiliates. The Consultant acknowledges that confidential information includes, among other things, information regarding sales, costs, customers, employees, consultants, products, services, apparatus, equipment, processes, formulas, marketing, or the organization, business or finances of the Company. The Company and the Consultant agree that as between them, all of the confidential information constitutes important and material trade secrets of the Company and affects the successful conduct of the Company's business and its goodwill, and that any breach of any term of this section is a material breach of this Agreement .. b. Ownership of Competitive Businesses. While acting as a Consultant for the Company, notwithstanding the foregoing, with the exception of Iron Eagle, Consultant may own, directly or in directly, solely as an investment, up to five percent (5%) of any class of Publicly Traded Securities of any person or entity which owns a competitive business. For the purposes of this Agreement, the term "Publicly Traded Securities" shall mean securities that are traded on a national securities exchange or listed on the National Association of Securities Dealers Automated Quotation System. c. Non-disparagement. The Parties acknowledge the importance of maintaining the privacy of Company and all individuals who have, will have or have had any relationship with such organizations as a current or former Consultant, independent contractor, officer or director or manager of such entities (the "Privacy Group"). For a period of twenty-four (24) months after Termination, Consultant and Company will not disparage the Consultant or Privacy Group in connection with interviews, books and articles appearing in media, or participation on a reality television show where any details other than the length of Consultant's consulting arrangement and job title are discussed. Moreover, Parties agree that the limitations and restrictions contained in this subparagraph are part of the bargained for exchange and are reflected in the consideration of the Parties under this Agreement. d. Survival. This Section 11 shall survive the termination of the Consultant's consulting arrangement hereunder and the expiration of this Agreement. 12. GOVERNING LAW. THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. 13. Entire Agreement. This Agreement supersedes all other prior agreements and understandings with respect to the matters covered hereby. 14. No Oral Amendment. The amendment or termination of this Agreement may be made only in a writing executed by the Company and the Consultant, and no amendment or termination of this Agreement shall be effective unless and until made in such a writing. 15. Successors; Assignment. This Agreement shall be binding upon any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the assets or stock of the Company, as well as to the surviving entity in any merger between the Company and another entity or entities. This Agreement is personal to the Consultant and the Consultant may not assign any of his rights or duties hereunder, but this Agreement shall be enforceable by the Consultant's legal representatives, executors or administrators. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and is shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 17. Modifications. No modification or alteration of any part of this Agreement will be effective unless it is made in writing and signed by Consultant and the Chairman of the Board and approved by the Board. The provisions of this Agreement are binding on all assigns and successors in interest. Since consulting involves personal services, we agree that neither party may assign their rights or obligations hereunder. 18. Dispute Resolution. a. Subject to the exceptions noted in this Paragraph, if Company and Consultant are unable to resolve any dispute on their own, both parties agree to resolve the dispute in final and binding arbitration in front of one arbitrator expert in areas relating to the dispute from the Judicial Arbitration and Mediation Service ("JAMS") in accordance with their then current employment arbitration rules. The venue for the arbitration shall be New York City, New York. b. Excluding any delay caused by JAMS, any arbitration contemplated must be completed within 90 days of the filing of the arbitration demand with JAMS. The arbitration hearing must be completed within a single day and the arbitrator must provide a written opinion specifying the reasons for the decision in writing within 10 business days of the arbitration hearing. c. This provision is self executing and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Any arbitration award shall be enforceable by any court of competent jurisdiction. d. Notwithstanding the foregoing, any claim relating to the validity of any Confidential Information or any other proprietary technology or intellectual property shall not be determined by arbitration, but only by a Federal District Court located in New York City, New York. We also agree that any breach of the obligations under this Agreement which relates to proprietary rights or Confidential Information or which is otherwise not subject to remedy by monetary damages that will cause irreparable harm will be entitled to injunctive relief in addition to all other remedies provided in this Agreement or available at law, in any court of competent jurisdiction. e. Parties agree that any claim for arbitration must be submitted to arbitration within the earlier of 12 months of termination of the termination date of the consulting arrangement or 12 months from the date of discovery. Any claim submitted beyond this period, Parties agree is void. f. Consultant agrees that the provisions of this Paragraph will apply if Consultant has any dispute with any current or former Company employee or board member relating directly or indirectly to Consultant's work with the Company. g. This Paragraph will survive termination of this Agreement. IN WITNESS WHEREOF, the parties have the authority and have caused this Agreement to be executed as of the day and year first written above. By: /s/Joseph M. LoCurto Joseph M. LoCurto, an individual Date: 1/25/11 IN WITNESS WHEREOF, the parties have the authority and have caused this Agreement to be executed as of the day and year first written above. Iron Eagle Group, Inc. By: /s/Jason M. Shapiro Name: Jason M. Shapiro Title: Director 8