EXHIBIT 10.6 EMPLOYMENTAGREEMENT

TaxMasters, Inc., a Nevada corporation (formerly known as Crown Partners, Inc.) having its principal office at 900 Town & Country Lane, Suite 400, Houston, Texas  77024 (hereinafter referred to as "EMPLOYER")

Paulette M. Kitson, an adult individual residing at 1002 Grand Junction Drive, Katy, Texas 77450 (hereinafter referred to as "EMPLOYEE")

WITNESSETH THAT:

WHEREAS, EMPLOYEE is a business executive with certain education, experience, background, know-how and contacts which have been and will be useful and helpful to EMPLOYER in its business and EMPLOYER is desirous of employing EMPLOYEE in order to obtain the benefits of such education, experience, background, know-how and contacts;

WHEREAS, EMPLOYEE has provided services to EMPLOYER’s subsidiary in connection with its tax resolution business of assisting taxpayers with matters at the Internal Revenue Service consistent with the duties to be performed hereunder, such services having been provided under certain oral understandings;

WHEREAS, EMPLOYER will be merging its subsidiary with and into itself and desires to retain the services of EMPLOYEE.

WHEREAS, EMPLOYEE is agreeable to being employed by EMPLOYER upon the terms and conditions hereof and providing the benefits of his or her education, experience, background and contacts to EMPLOYER;

WHEREAS, as the result of negotiations and discussions, EMPLOYER and EMPLOYEE have finalized the terms of the employment of EMPLOYEE, and the parties having concluded their negotiations now desire to have a document to formalize and evidence their understandings and agreements, which document will supersede and void all prior discussions and understandings;

NOW, THEREFORE, in consideration of the mutual promises, covenants and forbearances contained herein, and intending to be legally bound, the parties have agreed as follows:

1.  EMPLOYMENT.  (a)  For the term provided in Paragraph 2 below, EMPLOYER hereby employs EMPLOYEE, and EMPLOYEE hereby accepts that employment, upon the terms and conditions hereinafter set forth.

3.  COMPENSATION-BASE AND ANNUAL CASH BONUS.  (a) For all services rendered under this Agreement, EMPLOYEE shall be paid, as base compensation, such annual salary as shall be determined by the EMPLOYER's Board of Directors from time to time, but in no event shall such compensation be at a rate of less than One Hundred Fifty Thousand Dollars ($150,000).  Such base compensation shall be in addition to such incentive compensation, deferred compensation, fringe benefits and bonuses as provided elsewhere herein.

5.  ANNUAL STOCK BONUS AND OPTION GRANTS.  (a) At the end of each fiscal year, EMPLOYEE shall be eligible for a bonus consisting of shares of EMPLOYER’s Common Stock.  The number of such shares of Common Stock and the vesting of such shares shall be as determined by the EMPLOYER’s Board of Directors, provided however, that such bonus shares shall be issued to EMPLOYEE within sixty (60) days after the end of such prior fiscal year.  

6.  COMPENSATION-FRINGE BENEFITS.  EMPLOYEE shall receive at least the following additional benefits, which may be extended or increased, but not reduced, by EMPLOYER:

7.  DUTIES.  (a) EMPLOYEE is initially engaged as the Vice President – Human Resources of EMPLOYER.  EMPLOYEE shall perform all usual and customary services as such executive, as outlined on Schedule A annexed hereto and made a part hereof.

8.  EXTENT OF SERVICES.  EMPLOYEE agrees that this employment constitutes his or her primary employment and understands that his or her primary loyalty and responsibility is to EMPLOYER. Accordingly, EMPLOYEE shall devote such adequate, reasonable, and proper time, attention, and energies to the business of EMPLOYER as shall be necessary or consistent with such understanding and EMPLOYEE shall not, during the term of this Agreement be engaged in any other business activity (whether or not such business activity is pursued for gain, profit, or other pecuniary advantage), which conflicts with EMPLOYEE's employment responsibilities hereunder, without prior, written authorization of EMPLOYER's Board of Directors.  Nothing contained herein shall be construed as preventing EMPLOYEE from investing his or her assets in such form or manner as EMPLOYEE may select, whether or not such investment will require any services on EMPLOYEE'S part in the operation of the affairs of the companies in which such investments are made.

 

9.  WORKING FACILITIES.  EMPLOYEE shall be furnished, at EMPLOYER's expense, with all necessary working facilities, including but not limited to an equipped office, clerical help, and telephone/facsimile/copying services, suitable to his or her position and adequate for the performance of his or her duties.

 

10.  EXPENSES.  EMPLOYEE is not authorized to incur expenses on behalf of, or chargeable to, EMPLOYER, with respect to his or her business travel, including transportation, lodging, food, entertainment, etc. except within such guidelines as may be established from time to time by the EMPLOYER's management.  EMPLOYER shall reimburse EMPLOYEE for authorized expenses within such guidelines upon presentation by EMPLOYEE, from time to time, of an itemized account of such expenditures in such form as EMPLOYER may require, together with receipts or other proofs of the expenditures as may be required.

 

11.NON-DISCLOSURE OF INFORMATION.  (a) EMPLOYEE recognizes and acknowledges that, during the course of his or her employment, he or she will have access to valuable "Proprietary Information" as limited in subparagraph (b) below, including, but not limited to:  management plans for expansion, licensing, franchising, marketing, sales, and advertising, etc.; financial data such as revenues, costs, expenses, cash flow, working capital, etc.; customer data, including names, contact persons and numbers, terms and conditions of relationships, etc.; employee data including names, addresses telephone numbers, personal data, compensation arrangements and employment terms, etc.; sales and marketing arrangements, contracts, and relationships; shareholder and investor names, addresses, amounts and types of investments and contact data; computer systems, including hardware and software, etc.; and EMPLOYER’s  costing and pricing methods and procedures and that such information constitutes unique assets of the business of EMPLOYER and of which EMPLOYER is the sole and exclusive owner.  EMPLOYEE will treat such Proprietary Information on a confidential basis and will not, during or after his or her employment, personally use or disclose all, or any part of, such Proprietary Information to any person, firm, corporation, association, agency, or other entity except as properly required in the conduct of the business of EMPLOYER, or except as authorized in writing by EMPLOYER, publish, disclose or authorize anyone else to publish or disclose, any Proprietary Information of EMPLOYER with which EMPLOYEE's service may in any way acquaint EMPLOYEE.  EMPLOYEE shall surrender possession of all Proprietary Information, including especially all Trade Secrets (as defined in Paragraph 14(a)(iii) hereof), to EMPLOYER upon any suspension or termination of EMPLOYEE's employment with the EMPLOYER.  In the event of a breach, or threatened breach, by EMPLOYEE, of the provisions of this Paragraph 11, EMPLOYER shall be entitled to a preliminary, temporary and permanent injunction restraining EMPLOYEE from disclosing in whole or in part, any such Proprietary Information and/or from rendering any services to any person, firm, corporation, association, agency, or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed.  Furthermore, nothing herein shall be construed as prohibiting EMPLOYER from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery of damages from EMPLOYEE.

12.  RESTRICTIVE COVENANT.  (a) During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement and any extension thereof, EMPLOYEE shall not, within the United States or any other area of the world in which EMPLOYER is then operating, directly or indirectly, compete with, own, manage, operate, control, be employed by, consult for, participate in, perform services for, or be connected in any manner with the ownership, management, operation or control of any business similar to the type of business conducted by EMPLOYER (or any parent, subsidiary or affiliate) at the time of the termination of this Agreement.  EMPLOYEE shall not, directly or indirectly, compete with any products or services marketed or offered by EMPLOYER at the time of termination, or engage in any activities which could be deemed a conflict of interest.

13.  NONSOLICITATION COVENANT.  (a)  For a period of thirty-six (36) months after the termination of this Agreement (including any extension thereof) (the "Post Termination Period") EMPLOYEE shall not, solicit, directly or indirectly, by any means, any of the clients, customers, accounts, employees or "leads" of EMPLOYER during the Post Termination Period.

(A)  All inventions, improvements, modifications, and enhancements, whether or not patentable, made by EMPLOYEE during EMPLOYEE's employment by EMPLOYER; and

 

(B)  All inventions, improvements, modifications and enhancements made by EMPLOYEE, during a period of one (1) year after any suspension or termination of EMPLOYEE's employment by EMPLOYER, which relate, directly or indirectly, to the past, present or planned future business of the EMPLOYER, determined as of the date of termination.   

(iii) "Trade Secrets" shall mean all documentation, software, know-how and information relating to the past, present and future business of the EMPLOYER or any plans therefor, or relating to the past, present or future business of a third party or plans therefor that are disclosed to the EMPLOYER, which the EMPLOYER may not or does not disclose to third parties without restrictions on use or further disclosure.  In the case of EMPLOYEE, the term “Trade Secrets” shall include all knowledge, information and know-how regarding the Internal Revenue Service and its rules, procedures, practices, personnel and policies (whether or not published).

Responsible for supervising those under her command but also is responsible for all the functions that they perform such as hiring, payroll of all EMPLOYER’s employees, terminations, training, and various projects (such as cooperation with such projects) as is directed to her by the President and in assistance with the Legal Area and Quality Assurance.