WILLIAM GANZ ROCKETinfo EMPLOYMENT AGREEMENT
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▇▇▇▇ ROCKETinfo EMPLOYMENT AGREEMENT
This
Employment Agreement (the “Agreement”), effective as of July 26, 2007, by and
between Rocketinfo, Inc., a Delaware corporation (the “Company”), having an
address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇
▇▇▇▇ (the “Employee”), residing at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
▇▇▇▇▇.
WITNESSESTH:
WHEREAS,
the Company wishes to employ the Employee and the Employee is willing to be
so
employed and to render services to the Company, all upon the terms and subject
to the conditions contained herein;
NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged, the parties agree as follows:
1. Employment. Subject
to and upon the terms and conditions contained in this Agreement, the Company
hereby agrees to employ Employee and Employee agrees to enter the employ of
the
Company, for the period set forth in Paragraph 2 hereof, to render the services
to the Company, its affiliates and/or subsidiaries described in Paragraph 3
hereof.
2. Term. Employee’s
term of employment (the “Agreement Term”) under this Agreement shall commence on
the date hereof (the “Agreement Date”) and shall continue for a period through
and including July 31, 2008, unless extended in writing by both parties or
earlier terminated pursuant to the terms and conditions set forth
herein.
3. Duties.
(a) Employee
shall be employed as the Company’s President. In his capacity as President,
Employee shall have the customary powers, responsibilities and authorities
of
presidents of corporations of the size, type and nature of the Company,
including that of a public company. It is agreed that Employee shall perform
his
services principally in the Company’s Newport Beach, California offices, as well
as in the offices of the Company’s affiliates and/or subsidiaries, as required
by his duties and responsibilities, or in any other location mutually agreeable
to the parties.
(b) Employee
shall report to the Board of Directors (the “Board”) of the Company or any other
more senior executive officers appointed by the Board and agree to abide by
all
bylaws and applicable policies of the Company promulgated from time to time
by
the Board.
4. Exclusive
Services And Best Efforts. Employee
shall devote all of his working time, attention, best efforts and ability during
regular business hours exclusively to the service of the Company, its affiliates
and subsidiaries during the term of this Agreement. Nothing shall preclude
Employee from (i) engaging in charitable activities and community affairs or
(ii) managing his personal investments and affairs; provided, however, that
such
activities do not materially interfere with the proper performance of his duties
and responsibilities as an employee of the Company.
5. Compensation. As
compensation for his services and covenants hereunder, the Company shall pay
Employee the following:
(a) Salary. The
Company shall pay Employee a salary (the “Salary”) at the rate of $180,000 per
year. The Salary will increase to $240,000 per year once the Company has 100
new
clients paying a minimum of $1,500 per month, counting any new clients signed
on
after January 1st,
2007.
The Salary shall be payable in accordance with the regular payroll practices
of
the Company.
(b) Bonus. The
Company shall pay Employee annual bonus compensation (the “Annual Bonus”) in an
amount up to a maximum of 30% of Salary based upon Employee’s achievement of
certain performance goals established by the Board in consultation with
Employee, including the profitability of the Company. The Board shall calculate
the Annual Bonus and, if and to the extent awarded, such Annual Bonus shall
be
payable within forty five (45) days of the completion of the Company’s fiscal
year. At the discretion of the Board, Employee may be entitled to additional
bonuses based upon the evaluation of Employee and his performance by the Board.
c) Stock
Options. Upon
execution and delivery of this Agreement, the Company shall grant to Employee
non-qualified options (the “Options”) to purchase up to 2,500,000 shares of the
common stock, par value $.001 per share (the “Common Stock”), subject to the
terms and conditions of the Company’s 2006 Stock Plan and the standard form of
option agreement thereunder, both of which are attached as Exhibit A hereto.
The
Options shall have an exercise price per share equal to the fair market value
of
the Common Stock on the date of this Agreement and shall vest on the date of
this signed Agreement. The Company will assign to Employee
its right to acquire 450,000 shares from ▇▇▇▇▇ ▇▇▇▇▇ at a price of $0.30 per
share exercisable on or before December 31st,
2007.
In addition, the company may grant to Employee (from time to time) options
to
purchase shares of the Company’s Common Stock or other equity awards pursuant to
the terms of any Company stock incentive plan(s) then in effect. Such options
or
other equity awards shall have such terms and conditions as shall be determined
by the Board. When executed, this agreement will replace any existing employee
stock plan agreement for this employee.
6. Business
Expenses. Employee
shall be reimbursed by the Company for those business expenses incurred by
him,
which are reasonable and necessary for the Employee to perform his duties under
this Agreement, upon submission of such accounts and records as may reasonably
be required by the policies established from time to time by the
Company.
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7. Confidentiality.
Employee shall keep confidential, except as the Company may otherwise consent
in
writing, and not disclose or make any use of except for the benefit of the
Company and in no way harmful to the Company, at any time either during the
term
of this Agreement or thereafter, any trade secrets, knowledge, data,
intellectual property or other information of the Company relating to the
Company and its businesses in whatever form, tangible or intangible,
including,
without limitation, information regarding cost of new accounts, customer lists,
customer activity rates and other customer information, technology (hardware
and
software), discoveries, processes, algorithms, mask works, strategies,
products,
processes, know how, technical data, designs, formulas, test data, business
plans, marketing plans and advertising
results, research, product plans, financial data and information
or other
subject matter pertaining to any business of the Company or any of its clients,
customers, consultants, licensees or affiliates which Employee may produce,
obtain or otherwise learn of during the course of Employee’s performance of
services (collectively the “Confidential
Information”).
Employee shall not deliver, reproduce, or in any way allow any such Confidential
Information to be delivered to or used by any third parties without the specific
direction or consent of a duly authorized representative of the Company, except
in connection with the discharge of his duties thereunder. Confidential
Information shall not include information that:
(a) was
disclosed to Employee by a third party who did not obtain the same directly
or
indirectly from the Company; (b) was known by Employee (in writing) prior to
disclosure by Company; (c) constitutes information approved for release by
written authorization of the Company; (d) constitutes information whose
disclosure is required by law or order of any court, agency, arbitrator or
other
governmental body; or (e) has been made publicly available or generally
available to the applicable industry by the Company. The
terms
of this paragraph shall survive termination of this Agreement.
8. Return
of Confidential Material.
Upon
the completion or other termination of Employee’s services for the Company,
Employee shall promptly surrender and deliver to the Company all records,
materials, equipment, drawings, documents, notes and books and data of any
nature pertaining to any invention, trade secret or Confidential Information
of
the Company or to Employee’s services, and Employee will not take with him any
description containing or pertaining to any Confidential Information, knowledge
or data of the Company which Employee may produce or obtain during the course
of
his services. The terms of this paragraph shall survive termination of this
Agreement.
9. Assignment
of Inventions.
(a) Employee
agrees that all of the products and proceeds of Employee’s services hereunder,
including but not limited to, all processes, technologies, inventions, formulae,
methods, materials, ideas, discoveries, concepts, formats, suggestions,
developments, arrangements, packages, programs and other intellectual
properties, whether patentable or not (collectively the “Work Product”), that
Employee may acquire, obtain, develop or create in connection with Employee
employment hereunder and during the Agreement Term shall belong to the Company.
Employee further agrees to: (i) promptly disclose such Work Product to the
Company; (ii) assign to the Company, without additional compensation, all
patents and other rights to such Work Product in the United States and foreign
countries; (iii) sign all papers necessary to carry out the foregoing and to
evidence, establish, maintain, perfect, protect and enforce or defend the
Company’s right, title, and interest in or to any such Word Product; and (iv)
give assistance, if reasonably requested, including testimony, in any proceeding
to obtain, maintain, defend or enforce rights to the Work Product, if
applicable.
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(b) Employee
agrees and understands that, if any Work Product is described in a patent
application or is disclosed to third parties, directly or indirectly, by
Employee within two (2) years after the termination of Employee’s employment
with the Company, it is presumed that the Work Product was conceived of or
made
during the Agreement Term, unless Employee can establish the
contrary.
(c) Employee
agrees not to assert any rights to any Work Product as having been made or
acquired by Employee prior to the commencement of employment with the Company,
except for with respect to Work Product, if any, disclosed to the Company in
writing prior to the commencement of employment pursuant to this
Agreement.
10. Other
Obligations; Certain Representations.
(a) Employee
acknowledges that the Company from time to time may have agreements with other
persons which impose obligations or restrictions on the Company made during
the
course of work there under or regarding the confidential nature of such work.
Employee will be bound by all such obligations and restrictions and will take
all action necessary to discharge the obligations of the Company there
under.
(b) All
of
Employee’s obligations under this Agreement shall be subject to any applicable
agreements with, and policies issued by the Company to which Employee is
subject, that are generally applicable to the five highest paid executives
of
the Company.
(c) Employee
represents and warrants that he has the legal capacity to enter into this
Agreement, is under no
employment contract, bond, confidentiality agreement, non-competition agreement,
or any other obligation that would violate or be in conflict with the terms
and
conditions of this Agreement or encumber his performance of duties assigned
to
him by the Company. Employee further represents and warrants that he has not
signed or committed to any
employment or consultant duties or other obligations that would divert his
full
attention from or conflict with from the duties assigned to him by the
Company.
(d) Employee
holds all licenses required by the NASD, all applicable self regulatory
organizations, and all federal and state securities and other laws necessary
to
perform services to the Company as contemplated by this Agreement. All such
licenses are in full force and effect, and Employee covenants to take such
action as is necessary to maintain all such licenses in full force and effect
during the term of this Agreement.
11. Trade
Secrets of Others.
Employee represents that his performance of all the terms of this Agreement
as
employee to the Company does not and will not breach any agreement to keep
in
confidence proprietary information, knowledge or data acquired by Employee
in
confidence or in trust, and Employee will not disclose to the Company, or allow
the Company to use, any confidential or proprietary information or material
belonging to any other person or entity. Employee will not enter into any
agreement, either written or oral, which is in conflict with this
Agreement.
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12. Employee
Benefits. During
the Agreement Term, the Employee shall be entitled to such insurance, disability
and health and medical benefits and be entitled to participate in such
retirement plans or programs as generally made available to employees of the
Company pursuant to the policies of the Company; provided that the Employee
shall be required to comply with the conditions attendant to such coverage
by
such plans and shall comply with and be entitled to benefits only in accordance
with the terms and conditions of such plans. The Employee shall also be entitled
to four (4) weeks paid vacation each year at such times as does not interfere
with Employee’s performance of his duties hereunder; provided, however, that
Employee may not schedule more than two (2) consecutive weeks of vacation and
provided, further, however, Employee shall not be entitled to pay in lieu of
vacation. Up to a maximum of five (5) unused vacation days may be carried
forward to subsequent years. Furthermore, Employee will be entitled to all
federal holidays each calendar year. The Company will notify Employee on or
about the beginning of each calendar year with respect to the holiday schedule
for that year. The Company may withhold from any benefits payable to the
Employee all federal, state, local and other taxes and amounts as shall be
permitted or required pursuant to law, rule or regulation.
13. Death
And Disability.
(a) The
Agreement Term shall terminate on the date of Employee’s death, in which event
the Employee’s Salary, a pro rata portion of the Annual Bonus, if any, in
respect of the actual number of months worked in such fiscal year and
reimbursable expenses and benefits owing to Employee through the date of
Employee’s death shall be paid to his estate. Employee’s estate will not be
entitled to any other compensation upon termination of this Agreement pursuant
to this Paragraph 12(a).
(b) If,
during the Agreement Term, in the opinion of a duly licensed physician
acceptable to the Employee and the Company, the Employee because of physical
or
mental illness or incapacity shall become substantially unable to perform the
duties and services required of him under this Agreement for a period of one
hundred and twenty (120) or more consecutive days or an aggregate of six (6)
months in any twelve-month period (the “Disability”), the Company may, upon at
least thirty (30) days’ prior written notice (given at any time after the
expiration of such period) to the Employee of its intentions to do so, terminate
this Agreement as of such date as may be set forth in the notice. In case of
such termination, the Employee shall be entitled to receive his Salary, a pro
rata portion of his Annual Bonus, in any, in respect of the actual number of
months worked in such fiscal year and reimbursable expenses and benefits owing
to the Employee through the date of termination. Employee will not be entitled
to any other compensation upon termination of this Agreement pursuant to this
Paragraph 12(b).
14. Termination
For Cause.
(a) The
Company may terminate Employee under this Agreement only for Cause (as
hereinafter defined), Disability or the death of Employee during the Agreement
Term. Upon such termination, the Company shall be released from any and all
further obligations under this Agreement, except that the Company shall be
obligated to pay Employee the Salary and reimbursable expenses and benefits
owing to the Employee through the date of termination.
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(b) As
used
herein, the term “Cause” shall mean:
(i) a
material breach or material default by Employee of the terms of (A) this
Agreement (except any such breach or default that is caused by the Disability
or
death of Employee), which breach or default remains uncured after twenty (20)
days following Employee’s receipt from the Company of written notice specifying
such breach or default or (B) any material policy of the Company (including,
without limitation, the Company’s policies with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
other trading activities);
(ii) gross
negligence or willful misconduct by Employee or the breach of a fiduciary duty
of Employee to the Company in the performance of his duties
hereunder;
(iii) the
commission by Employee of an act of fraud, embezzlement or any other crime
by
Employee in the performance of his duties as an employee hereunder;
or
(iv) conviction
of Employee of a felony or any other crime that could materially interfere
with
the performance of Employee’s duties hereunder or materially damages the
reputation of the Company.
15. Termination
Without Cause. Notwithstanding
anything to the contrary herein, including without limitation Paragraph 2
hereof, the Company may terminate Employee without Cause at any time. Upon
any
such termination, Employee shall be entitled to four (4) months’ Salary (in an
aggregate amount not to exceed $80,000), a pro rata portion of the Annual Bonus,
if any, in respect of the actual number of months worked in such fiscal year
and
reimbursable expenses and benefits owing to the Employee through the date of
termination.
16. Change
of Control and Good Reason.
(a)
In the
event that there occurs a “Change In Control” (as defined below) during the term
of this Agreement and as a result thereof the Employee resigns for Good Reason
or this Agreement is terminated within ninety (90) days of such Change in
Control, the Company expressly agrees that upon such resignation or termination,
the Company shall pay to the Employee a sum equal to the Salary due Employee
for
four (4) months (in an aggregate amount not to exceed $80,000) and any Annual
Bonus due and not yet paid as of the Termination Date. As used herein, the
term
“Change In Control” shall mean, subject to Section 14(b) hereof, either
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(i)
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any
Person (as such term is used in Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes in a
single transaction or series of transactions the beneficially owner
(as
defined in Rule 13d-3 promulgated under the Exchange Act), directly
or
indirectly, of 40% or more of the combined voting power of the Company’s
(then) outstanding securities (the “Voting Securities”); provided,
however, the acquisition of Voting Securities in a Non-Control Acquisition
(as herein defined) shall not constitute a Change In Control. A
“Non-Control Acquisition” shall mean an acquisition of Voting Securities
by: (i) an employee benefit plan (or a trust associated therewith)
maintained by (x) the Company or (y) any entity whose voting securities
are majority-owned by the Company or (ii) the Company or a subsidiary
thereof;
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(ii)
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individuals
who, on the date of this Agreement, constitute the Board cease for
any
reason to constitute at least a majority thereof; provided, however,
that
any individual becoming a director subsequent to the date hereof
whose
election or nomination for election by the Company’s stockholders was
approved by a vote of at least a majority of the directors then comprising
the incumbent Board shall be considered as though such individual
were a
member of the incumbent Board;
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(iii)
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approval
by the stockholders of the Company of a merger, consolidation or
reorganization whereby (A) the Company’s stockholders prior to the
transaction or series of transaction hold less than 50% of the Voting
Securities of the surviving corporation and (B) the Company’s incumbent
Board prior to the transaction or series of transactions comprises
less
than a majority of the Board of the surviving
corporation;
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(iv)
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a
sale of all or substantially all of the assets of the Company in
one
transaction or a series of transactions other than by way of a public
offering of the Company’s securities;
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(v)
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the
sale or transfer of shares of the Company by the Company and/or any
one or
more of its shareholders, in one transaction or a series of transactions,
to one or more parties under circumstances whereby the holders of
equity
securities of the Company prior to the transaction, hold less than
50% of
the total voting power of the surviving corporation;
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(vi)
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stockholder
approval of a plan of liquidation and dissolution; or
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(vii)
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a
change of the Chief Executive Officer of the
Company.
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(b)
Notwithstanding anything set forth herein to the contrary, in the event that
Employee, as a member of the Company’s Board of Directors, votes in favor of any
of the transactions described in either Section 14(a)(i), 14(a)(iii), 14(a)(iv),
14(a)(v) or 14(a)(vi) above, then in such event, there shall not be deemed
to
have occurred a “Change In Control” for the purposes of this
Agreement.
(c) As
used
herein, the term “Good Reason” shall mean (i) reduction in Employee’s (then)
current Salary as in effect immediately preceding the Change In Control; (ii)
diminution, reduction or other adverse change in the Annual Bonus or other
incentive compensation opportunities available to Employee immediately preceding
the Change In Control; (iii) significant diminution of the Employee’s title,
position, authority or responsibility immediately preceding the Change In
Control; or (v) assignment to the Employee of duties incompatible with the
position occupied by the Employee immediately preceding the Change In
Control.
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17. Remedy. It
is
mutually understood and agreed that Employee’s services are special, unique,
unusual, extraordinary and of an intellectual character giving them a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages or in an action at law. Accordingly, in the event of any breach of
this
Agreement by Employee, the Company shall be entitled to equitable relief by
way
of injunction or otherwise in addition to damages the Company may be entitled
to
recover. In addition, the Company shall be entitled to reimbursement from
Employee, upon request, of any and all reasonable attorneys’ fees and expenses
incurred by it in enforcing any term or provision of this
Agreement.
18. Representations
and Warranties of Employee.
(a) In
order
to induce the Company to enter into this Agreement, Employee hereby represents
and warrants to the Company as follows: (i) Employee has the legal capacity
and
unrestricted right to execute and deliver this Agreement and to perform all
of
his obligations hereunder; (ii) the execution and delivery of this Agreement
by
Employee and the performance of his obligations hereunder will not violate
or be
in conflict with any fiduciary or other duty, instrument, agreement, document,
arrangement or other understanding to which Employee is a party or by which
he
is or may be bound of subject; and (iii) Employee is not a party to any
instrument, agreement, document, arrangement or other understanding with any
person (other than the Company) requiring or restricting the use or disclosure
of any confidential information or the provision of any employment, consulting
or other services.
(b) Employee
hereby agrees to indemnify and hold harmless the Company from and against any
and all losses, costs, damages and expenses (including, without limitation,
its
reasonable attorneys’ fees) incurred or suffered by the Company resulting from
any breach by Employee of any of his representations or warranties set forth
herein.
19. Notices. All
notices given hereunder shall be in writing and shall be deemed effectively
given when mailed, if sent by registered or certified mail, return receipt
requested, address to Employee at his address set forth on the first page of
this Agreement and to the Company at its address set forth on the first page
of
this Agreement, Attention: ▇▇▇▇▇▇ ▇▇▇▇, with a copy to Ellenoff ▇▇▇▇▇▇▇▇ &
Schole, LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., or at such address as such party shall
have
designated by a notice given in accordance with this Paragraph 19.
20. Entire
Agreement. This
Agreement constitutes the entire understanding of the parties with respect
to
its subject matter and no change, alteration or modification hereof may be
made
except in writing signed by the parties hereto. Any prior or other agreements,
promises, negotiations, understandings or representations not expressly set
forth in this Agreement are of no force or effect.
21. Severability. If
any
provision of this Agreement shall be unenforceable under any applicable law,
then notwithstanding such unenforceability, the remainder of this Agreement
shall continue in full force and effect.
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22. Amendments,
Modifications, Waivers. No
amendment, modification or waiver of any provisions of this Agreement shall
be
effective unless the same shall be in writing and signed by each of the parties
hereto, and then such waiver or consent shall be effective only in specific
instances and for the specific purpose for which given.
23. Assignment. Neither
this Agreement, nor any of Employee’s rights, powers, duties or obligations
hereunder, may be assigned by Employee. This Agreement shall be binding upon
and
inure to the benefit of Employee and his heirs and legal representatives and
the
Company and its successors and assigns. Successors of the Company shall include,
without limitation, any corporation or corporations acquiring, directly or
indirectly, all or substantially all of the assets of the Company, whether
by
merger, acquisition, consolidation, purchase or otherwise, and such successor
shall thereafter be deemed “the Company” for purposes hereof.
24. Applicable
Law. This
Agreement shall be deemed to have been made, drafted, negotiated and the
transactions contemplated hereby consummated and fully performed in the State
of
California and shall be governed by and construed in accordance with the laws
of
the State of California, without regard to the conflicts of law rules thereof.
23. Jurisdiction
and Venue. It
is
hereby irrevocably agreed that all disputes or controversies between the Company
and Employee arising out of, in connection with or relating to this Agreement
must be brought in the Superior Court of California, Orange County or in the
United States District Court for the Southern District of California (if
jurisdiction is available in such court). Each party irrevocably and
unconditionally commits to the in personam jurisdiction of such courts and
waives, to the fullest extent permitted by law, any objections that it may
now
or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in such courts, any claim that any such suit and action
or
proceeding brought in such court has been brought in an inconvenient forum.
In
any suit, action or proceeding, each party waives, to the fullest extent it
may
effectively do so, personal service of any summons, compliant or other process
and agrees that the service thereof may be made by certified or registered
mail,
addressed to such party at its address set forth in Section 19
hereof.
25. Full
Understanding. Employee
represents and agrees that he fully understands his right to discuss all aspects
of this Agreement with his private attorney, that to the extent, if any that
he
desired, he availed himself of this right, that he has carefully read and fully
understands all provisions of this Agreement, that he is competent to execute
this Agreement, that his agreement to execute this Agreement has not been
obtained by any duress and that he freely and voluntarily enters into it, and
that he has read this document in its entirety and fully understands the
meaning, intent and consequences of this document, which is that it constitutes
and agreement of employment.
26. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which taken together shall constitute one and
the
same agreement.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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ROCKETINFO,
INC.
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| By: | /s/ ▇▇▇▇▇ CAMILA MAZ | |
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Name: ▇▇▇▇▇ CAMILA MAZ |
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Title:
DIRECTOR
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EMPLOYEE
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| ▇▇▇▇▇▇▇ ▇▇▇▇, President, ROCKETinfo | ||
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(Signature copy on file with attorney) |
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▇▇▇▇▇▇▇
▇▇▇▇
Date:
July 26, 2007
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