EXECUTIVE EMPLOYMENT AGREEMENT
EX-10.3 4 srep_contract.htm EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and deemed effective as of February 1st ,2007 by and between SalesRepCentral.com, Inc., a Nevada Corporation ("SREP"), on one side, and Scott Gallagher ("Executive"), on the other side, with reference to the herein recitals, terms and conditions.
RECITALS
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WHEREAS, SREP recognizes the experience and knowledge of Executive in matters relating to SREP' future business operations and future acquisitions currently contemplated, SREP recognizes that it is in the best interests of SREP to retain the services of Executive;
WHEREAS, SREP will grant the Executive 1,500,000 restricted shares of SREP common stock as full compensation for this employment agreement. The shares will be restricted stock and not eligible for sale at any time within the first 12 months of issuance pursuant to SEC rule 144. Further the executive agrees to not sale any of the 1,500,000 restricted shares for a period of 24 months from the date of issuance. If for any reason the Executive leaves the Company within the first 12 months of the contract he will forfeit all shares. The Company may grant additional shares of common stock to the Executive at its sole discretion based on performance. Executive may thereby gain a significant equity position thereby;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, it is hereby agreed as follows:
AGREEMENT
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Employment.
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SREP hereby employs Executive as Chairman and CEO. Executive hereby accepts employment by SREP in accordance with the terms and conditions set forth in this Agreement. Executive acknowledges that the employment is at will and SREP can terminate employment at any time with or without cause.
Term.
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Executive's initial term of employment and the services to be provided hereunder shall commence on February 1st, 2007 and continue for a period of one (1) years from such date (the "Initial Term"), subject to earlier termination as hereinafter provided.
Compensation.
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SREP shall pay Executive the following aggregate compensation for all services rendered by him to SREP under this Agreement:
3.1 Base Salary.
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SREP shall pay executive 1,500,000 restricted shares of common stock as full compensation for this employment agreement. SREP shall review Executive's base salary annually with Executive for the purpose of determining a reasonable increase based on Executive's service and performance, taking into consideration a good-faith assessment of any other incentive and/or bonus plans to which Executive may be a party. Such review shall be in accordance with SREPs’ policies and practices with other executives in similar positions with SREP and its subsidiaries, if any. Notwithstanding the foregoing, any increase in Executive's Base Salary shall be determined by SREP at its sole discretion.
3.2 Bonus.
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SREP shall pay Executive an annual bonus (the "Annual Bonus") based on the overall performance of the Company. The bonus will be determined by the board of directors.
3.3 Payment of Bonus.
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Executive's Bonus for the year end shall be determined within 5 days of SREP annual 10K filing with the Securities and Exchange Commission. SREP shall cause and arrange to provide Executive with an annual statement showing the manner in which the Annual Bonus was calculated.
3.4 Other Benefits.
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Executive shall be entitled to life and medical insurance programs approved and carried by SREP Executive shall also be entitled to participate in any management compensation and benefit program on a basis similar to that which is made available to other members of SREP‘ management team operating in a similar capacity as the Executive.
3.5 Stock.
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SREP shall deliver to Executive, upon execution of this Agreement within a reasonable time frame a stock certificate for one million five hundred thousand shares (1,500,000) of SREP restricted common stock.
Duties of Executive.
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4.1 Business Operations.
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Subject to the oversight and direction of the SREP’s board of directors, Executive shall be responsible for managing all aspects of SREP day to day operations and business development affairs including budgeting, hiring and firing of employees and all other normal course of business activities required to operate SREP.
4.2 Additions and Changes.
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Executive shall perform such reasonable additional work as may be required by SREP from time to time under the terms and conditions and according to the directions, instructions and control of the Chief Executive Officer of SREP.
4.3 Best Efforts.
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Executive shall devote his full time, best skill, effort and attention to his duties set forth herein and to further enhance and develop SREPs’ business affairs, interests and welfare. Executive shall be based out of the Tampa, Florida.
4.4 Policies.
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Executive shall adhere to the employment policies of SREPs effect from time to time. References to the policies or practices of SREP shall mean its policies or practices of which Executive has notice as in effect and modified from time to time.
4.5 Other Employment.
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Executive may not engage in other employment with the prior written consent of SREP Further, this provision shall not be construed to prevent the Executive from personally, and for Executive's own account, owning, managing, investing or trading in real estate, stocks, bonds, securities, commodities, or any other forms of investment, so long as such owning, managing, investing or trading is not in competition with SREP and does not interfere with the performance of Executive's duties hereunder.
Expenses.
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SREP shall reimburse Executive for reasonable and necessary business expenses in accordance with the expense reimbursement policies and practices of SREP and in accordance with a predetermined budget to be approved by the board of directors of SREP.
Fringe Benefits.
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SREP shall provide Executive with all fringe benefits regularly provided to other similarly situated officers, directors of SREP, generally and with such other fringe benefits as the Executive and SREP shall mutually agree upon in writing.
7.1 Vacation.
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SREP shall provide Executive with two (2) weeks of paid vacation as well as holidays in accordance with SREP’s policies.
7.2 Insurance.
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SREP shall provide Executive with family health insurance including dental and vision.
Termination.
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8.1 Termination with Cause.
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SREP may terminate Executive "with cause" without notice, for reason of Executive's (i) misappropriation or embezzlement of funds of SREP, (ii) soliciting a client's or customer's business for personal or competitive gain, (iv) use or sale of illegal drugs in the work place, or repeated intoxication from alcohol or controlled substances in the work place, (v) physical, mental or sexual abuse or harassment of any employee, customer or prospective client or customer, (vi) criminal negligence or criminal acts in the work place; (vii) commission of a felony or crime of moral turpitude, (viii) selling or providing confidential information of SREP to a competitor, or (ix) theft or destruction of property of SREP or (x) such other acts as SREP may determine in its sole discretion as “cause.” SREP may terminate Executive "with cause" if, after ten (10) days prior written notice by SREP to Executive, Executive has failed to cure any of the following occurrences: (i) violation of SREP policies or procedures, (ii) breach of any other of the covenants of this Agreement not specifically set forth in (i) through (viii) above, or (iii) breach of an employee's customary obligations to the employer. In the event that Executive is terminated "with cause," Executive shall be entitled to receive a one time payment of $5,000 (five thousand dollars) including all accrued and unused vacation and sick leave as of the date of termination. Executive shall not be entitled to receive any other amounts or benefits from SREP including stock warrants, options or other.
8.2 Termination Due to Executive's Death or Disability.
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In the event that this Agreement is terminated due to Executive's death or disability (as defined below), Executive (or Executive's legal representatives) shall be paid (i) six (6) months' Base Salary as severance, (ii) Base Salary through the date of termination, (iii) all Bonus payments earned through the date of termination or previously awarded and unpaid and (iv) all accrued and unused vacation and sick leave as of the date of termination. For purposes of this Agreement, the term "Disability" shall mean the mental and physical inability to perform satisfactorily Executive's regular full time duties - with or without a reasonable accommodation - as determined by a physician chosen by mutual agreement of a physician selected by Executive and a physician selected by SREP, provided, however, that any Disability which continues for thirty (30) days (whether or not consecutive) in any eighteen (18) month period shall be deemed a Disability.
Indemnification.
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9.1 Definition.
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As used in this provision, "Damages" means all claims, damages, liabilities, losses, judgments, settlements, and expenses, including, without limitation, all reasonable fees and disbursements of counsel incident to the investigation or defense of any claim or proceeding or threatened claim or proceeding.
Miscellaneous.
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10.1 Survival of Representations and Warranties.
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The representations and warranties of the parties including indemnification obligations contained herein shall survive following the termination of Executive's employment with SREP.
10.2 Waivers.
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No action taken pursuant to this Agreement, including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action or compliance with any representation, warranty, covenant or agreement contained herein, therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
10.3 Notices.
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All notices, requests, demands and other communications, which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid:
To Executive:
Attn: Mr. Scott Gallagher
7610 West Hillsborough Ave.
Tampa, Florida 33615
To SalesRepCentral.com:
Attn: Ralph Massetti
1800 W. Broadway, Suite 4
Tempe, Arizona, 85282
10.4 Merger and Integration.
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This Agreement contains the entire understanding of the parties. There are no representations, covenants or understandings other than those, either express, implied or referred to herein. Each party acknowledges that there are no conditions to this agreement other than those expressed or referred to herein. Each party further acknowledges that no other party or any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied or statutory, not contained or referred to herein, concerning the subject matter hereof, to induce him to execute this Agreement, and he acknowledges that he has not executed this Agreement in reliance on any such promise, representation or warranty not specifically contained or referred to herein.
10.5 Sections and Other Headings.
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The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
10.6 Governing Law.
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This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Florida. The parties herein submit to personal jurisdiction and venue of a court of subject matter jurisdiction which is appropriate for Tampa, Florida.
10.7 Attorney's Fees and Court Costs.
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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 by the court as costs, in addition to any other relief to which, the prevailing party may be entitled.
10.8 Contractual Procedures.
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Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore, may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.
10.9 Partial Invalidity.
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If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
10.10 Further Assurances.
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The parties agree to take all further actions, including execution of documents, which are reasonably necessary to effectuate the transaction contemplated by this Agreement.
10.11 Binding on Successors.
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This Agreement and covenants and conditions herein contained shall apply to, be binding upon and inure to the benefit of the respective heirs, administrators, executors, legal representatives, assignees, successors and agents of the parties hereto.
10.12 Specific Performance.
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The parties agree that remedies, at least for any breach or threat of breach of this Agreement, may be inadequate and that, in the event of any such breach or threat of breach, the non-breaching party will be entitled, in addition to all other rights and remedies otherwise available at law or in equity, to the equitable remedy of injunctive relief to enforce the provisions of this Agreement.
10.13 Joint Preparation.
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This Agreement is to be deemed to have been jointly prepared by the parties hereto and any uncertainty and ambiguity existing herein shall not be interpreted against any party hereto, but according to the application of the rules of interpretation of contracts, if any such uncertainty or ambiguity exists.
10.14 Counterparts.
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This Agreement can be executed in one or more counterparts and the counterparts signed in the aggregate shall constitute a single, original instrument. A facsimile/photocopy of this Agreement may be used in lieu of the original for all purposes.
IN WITNESS WHEREOF, the parties have executed this Agreement (consisting of 7 pages) so that it is deemed effective as of the day and year first written above.
SalesRepCentral.com, Inc. Scott Gallagher (Executive)
By: /s/ Ralph Massetti By: /s/ Scott Gallagher
Dated:___03-20-07________ Dated:____03-20-07_____