Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1st
day of January, 2010, by and between Kesselring Holding Corporation, a Delaware
corporation with its principal office at 602 West Valley Mall Blvd., Union Gap,
WA 98903 ("Company"), and Ken Craig, ("Executive") whose address is 39 Caroline
Lane, Pisgah Forest, NC 28768.
RECITALS
1. The Executive has accepted the position of Chief Executive Officer of
the Company.
2. The Executive possesses knowledge of the business and affairs of the
Company, its policies, methods and personnel.
3. The Board of Directors ("Board") of the Company recognizes that the
Executive's knowledge of the Company and experience are substantial and desires
to assure the Company of the Executive's present and continued employment in an
executive capacity and to compensate him therefor.
4. The Board has determined that this Agreement will reinforce and
encourage the Executive's continued attention and dedication to the Company.
5. The Executive is willing to make his services available to the Company
on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreement set forth herein, the parties hereby agree as follows:
1. EMPLOYMENT.
1.1 Employment and Term. The Executive shall continue to serve the Company,
on the terms and conditions set forth herein, for the period ("Term") effective
as of January 1, 2010 ("Commencement Date") and expiring on the fifth
anniversary of the Commencement Date, unless sooner terminated as hereinafter
set forth; provided, however, that the Term of this Agreement shall
automatically be extended from year to year under the same terms and conditions
as set forth herein unless the Company or the Executive gives written notice to
the other ninety (90) days prior to the fifth anniversary of the Commencement
Date of its or his intention to terminate this Agreement.
1.2 Duties of Executive. The Executive shall perform the duties of an
executive commensurate with such position, shall diligently perform all services
as may be reasonably designated by the Board, including, but not limited to,
serving as an officer or director of any subsidiary or affiliate company; and
shall exercise such power and authority as is necessary and customary to the
performance of such duties and services.
2. COMPENSATION.
2.1 Base Salary. During the Term and any extension of the Term pursuant to
paragraph 1.1, the Executive shall receive a base salary to be determined by the
Board of Directors ("Base Salary"). The Base Salary shall be payable in
substantially equal installments consistent with the Company's normal payroll
schedule, subject to applicable withholding and other taxes. Notwithstanding the
above, at the discretion of the Board of Directors of the Company, the Base
Salary may be increased, but shall not be decreased, on each anniversary of the
Commencement Date during the Term and any extension of the Term.
2.2 Bonus. The Executive shall be entitled to receive a bonus in an amount
and at such time(s) during the Term as shall be determined in the sole and
absolute discretion of the Company.
3. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.
3.1 Expense Reimbursement. During the Term, the Company, upon the
submission of supporting documentation by the Executive, and in accordance with
Company policies for its executives, shall reimburse the Executive for all
expenses actually paid or incurred by the Executive in the course of and
pursuant to the business of the Company, including expenses for travel,
entertainment, computer allowance, and such other expenses as approved by the
Company.
3.2 Other Benefits. The Company shall obtain or shall continue in force
comprehensive major medical and hospitalization insurance coverage, either group
or individual, for the Executive and his dependents, (the "Policy"), which the
Company shall keep in effect at its expense throughout the Term. The Policy to
be provided by the Company shall be on terms as determined by the Board.
3.3 Vacation. The Executive shall annually receive four weeks of paid
vacation of which a maximum of two weeks may be carried forward from year to
year.
4. TERMINATION.
4.1 Termination for Cause. Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated by the Company for
Cause. As used in this Agreement "Cause" shall only mean (i) subject to the
following sentences, any action or omission of the Executive which constitutes a
willful and material breach of this Agreement which is not cured or as to which
diligent attempts to cure have not commenced within 20 business days after
receipt by Executive of notice of same, (ii) fraud, embezzlement or
misappropriation as against the Company, or (iii) the conviction (from which no
appeal can be taken) of Executive for any criminal act which is a felony. Upon
any determination by the Board that Cause exists under clause (i) of the
preceding sentence, the Company shall cause a special meeting of the Board to be
called and held at a time mutually convenient to the Board and Executive, but in
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no event later than 10 business days after Executive's receipt of the notice
contemplated by clause (i). Executive shall have the right to appear before such
special meeting of the Board with legal counsel of his choosing to refute any
determination of Cause specified in such notice, and any termination of
Executive's employment by reason of such Cause determination shall not be
effective until Executive is afforded such opportunity to appear. Any
termination for Cause pursuant to this Paragraph 4.1 shall be made in writing to
Executive, which notice shall set forth in detail all acts or omissions upon
which the Company is relying for such termination. The Company shall have no
further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however to
the provisions of Paragraph 3.1 hereof). In addition, upon any termination
pursuant to this paragraph 4.1, the Executive hereby agrees to resign his
position as a member of the Boards of Directors of the Company and any
subsidiary.
4.2 Termination Without Cause. The Company can terminate this Agreement
without cause at anytime upon 90 day's written notice to Executive, provided
Executive is paid a payment of $50,000 for severance and all other amount due at
the time the agreement is terminated.
5. INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of duty or covenants which give rise to
termination for cause as described in Paragraph 4.1 of this Agreement will cause
irreparable harm and damage to the Company, the monetary amount of which may be
virtually impossible to ascertain. As a result, the Executive recognizes and
hereby acknowledges that the Company shall be entitled to an injunction from any
court of competent jurisdiction enjoining and restraining any violation of any
duty or covenant pursuant to Paragraph 4.1 of this Agreement by the Executive or
any of his affiliates, associates, partners or agents, either directly or
indirectly, and that such right to injunction shall be cumulative and in
addition to whatever other remedies the Company may possess.
6. BINDING EFFECT. Except as herein otherwise provided, this Agreement
shall inure to the benefit of and shall be binding upon the parties hereto,
their personal representatives, successors, heirs and assigns.
7.. TERMINOLOGY. All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders;
the singular shall include the plural and vice versa. Titles of paragraphs are
for convenience only, and neither limit nor amplify the provisions of the
Agreement itself.
8. FURTHER ASSURANCES. At any time, and from time to time, each party will
take such action as may be reasonably requested by the other party to carry out
the intent and purposes of this Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. It
supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.
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10. AMENDMENT This Agreement may not be amended, supplemented or modified
in whole or in part except by an instrument in writing signed by the party or
parties against whom enforcement of any such amendment, supplement or
modification is sought.
11. ASSIGNMENT. This Agreement may not be assigned by any party hereto
without the prior written consent of the other party.
12. CHOICE OF LAW. This Agreement will be interpreted, construed and
enforced in accordance with the laws of the State of Washington, without giving
effect to the application of the principles pertaining to conflicts of laws.
13. EFFECT OF WAIVER. The failure of any party at any time or times to
require performance of any provision of this Agreement will in no manner affect
the right to enforce the same. The waiver by any party of any breach of any
provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.
14. CONSTRUCTION. The parties hereto and their respective legal counsel
participated in the preparation of this Agreement; therefore, this Agreement
shall be construed neither against nor in favor of any of the parties hereto,
but rather in accordance with the fair meaning thereof.
15. SEVERABILITY. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
16. ENFORCEMENT. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs. Any suit, action or proceeding with
respect to this Agreement shall be brought in the courts of Yakima, County in
the State of Washington. The parties hereto hereby accept the exclusive
jurisdiction of those courts for the purpose of any such suit, action or
proceeding.
17. SURVIVAL. All covenants, agreement, representations and warranties made
herein or otherwise made in writing by any party pursuant hereto shall survive
the execution and delivery of this Agreement and the termination of the
employment of the Executive.
18. NOTICE. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered when sent by facsimile with receipt confirmed or
when deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, or by overnight courier, addressed to
the parties at the addresses first stated herein, or to such other address as
either party hereto shall from time to time designate to the other party by
notice in writing as provided herein.
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IN WITNESS WHEREOF, this Agreement has been duly signed by the parties
hereto on the day and year first above written.
KESSELRING HOLDING CORPORATION
By: /s/ Gary E. King /s/ Ken Craig
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Name: Gary E. King Ken Craig, Executive
Title: Chairman of the Board of Directors
Schedule "A"
Base Salary shall be $64,200 per year and maybe reviewed and modified at the
sole discretion of the Board of Directors during the Term of this Agreement.
Executive shall receive 1,000,000 shares of common stock in the Company, 250,000
shares upon signing and 250,000 shares at the end of each of the first three
years of this Agreement.
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