Victoria employment agreement with LCLP
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EXECUTIVE EMPLOYMENT AGREEMENT
Dated as of June 30, 2017
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Life Clips, Inc., a Wyoming corporation (the “Company”), and Victoria Rudman (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party.”
WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer of the Company and the Executive desires to serve in such capacity on behalf of the Company, in each case subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:
1. Employment .
(a) Term . The term of this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier of (i) the second anniversary of the Effective Date and (ii) the time of the termination of the Executive’s employment in accordance with Section 3. This Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Executive provide notice to the other Party of their desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable.
(b) Duties . The Company hereby appoints Executive, and Executive shall serve, as Chief Financial Officer. Executive shall report directly to the CEO. The Executive shall have such duties and responsibilities as are consistent with Executive’s position. In addition, the Executive shall perform all other duties and accept all other responsibilities incident to such position as may reasonably assigned to Executive by the CEO or the Board.
(c) Best Efforts . During the Term, the Executive shall devote Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its affiliated companies, and shall be engaged in other business activities only to the extent that such activities are not competitive with the Company and do not interfere or conflict with Executive’s obligations to the Company hereunder, including, without limitation, the obligations pursuant to Section 6. Notwithstanding the foregoing, the Executive may (A) serve on corporate, civic, educational, philanthropic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments and consult non-competitive businesses so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities hereunder. The foregoing shall also not be construed as preventing the Executive from investing Executive’s assets in such form or manner as will not require any significant services on Executive’s part in the operation of the affairs of the businesses or entities in which such investments are made; provided, however, that the Executive shall not invest in any business competitive with the Company, except that the Executive shall be permitted to own not more than 5% of the stock of those companies whose securities are listed on a national securities exchange or quoted on the OTC Markets.
(d) Board Seat . Executive shall be named as a Director of the Company upon the Effective Date and shall have the right to serve as a Director of the Company during the Term and each renewal term.
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2. Compensation and Other Benefits . As compensation for the services to be rendered hereunder, during the Term the Company shall pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.
(a) Base Salary . The Company shall pay to the Executive an annual base salary of $150,000 annually, payable on a monthly basis commencing on the effective date (the “Base Salary”). The Company is currently unable to pay this Base Salary. Therefore, the Company and the Executive have agreed to an initial payment of $8,000 per month towards the Base Salary. The Base Salary shall then accrue until the Company has raised $100,000 or more for working capital, collectively, since the Effective Date and, at such time, the accrued Base Salary shall be paid in full and regular payments of the Base Salary going forward will commence. The Base Salary may be subject to annual increases (but not decreases), as determined in the discretion of Board. The Base Salary shall be paid in accordance with the Company’s payroll policies. Initially the Base Salary shall be paid on a 1099
(b) Bonus . The Executive shall be eligible for an annual bonus payment in an amount to be determined by the Board and Executive (the “Bonus”). The Bonus shall be determined and payable based on the achievement of certain performance objectives of the Company as established by the Board and communicated to the Executive in writing as soon as practicable after commencement of the year in respect of which the Bonus is paid.
(c) Equity Grants . The Executive shall be granted the following equity awards:
(i) On the Effective Date, Executive shall be granted 7,500,000 shares of restricted common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “First Grant”), which shall be subject to vesting as set forth in this Section 2(c)(i). 1,875,000 shares of Common Stock in the First Grant shall vest on the 6-month anniversary of the Effective Date; 1,875,000 shares of Common Stock in the First Grant shall vest on the 12-month anniversary of the Effective Date; and thereafter 625,000 shares of Common Stock in the First Grant shall vest each month thereafter up to 7,500,000, to modification as set forth in Section 3.
(ii) On each anniversary of the Effective Date, the Executive shall be granted a minimum of 500,000 shares of Common Stock of the Company (each, a “Second Grant”) that will vest as set forth in this Section 2(c)(ii). 50% of each Second Grant shall vest on the first anniversary of the date of the grant of such Second Grant and the remaining 50% of each Second Grant shall vest on the second anniversary of the of the date of the grant of such Second Grant, subject in each case to modification as set forth in Section 3. The amount of the Second Grant may be increased by the Board.
(iii) Notwithstanding Section 2(c)(ii), in the event that, as of the date of the determination of any Second Grant pursuant to Section 2(c)(ii), Executive already owns, counting the shares of Common Stock granted pursuant to the First Grant and any Second Grants, (counting all such shares of Common Stock without regard to vesting) 9.99% of the total number of issued and outstanding shares of Common Stock on such date, assuming conversion into Common Stock of any other class of shares of capital stock of the Company which is so convertible and the exercise or conversion of any other securities of the Company which are so convertible into, or exercisable for, shares of Common Stock of the Company, then no Second Grant shall be made on such anniversary. The Executive may elect to increase the percentage limitation in this Section 2(c)(iii) upon 61 days’ prior written notice to the Company.
(iv) Each of the First Grant, and the Second Grant, if any, may be referred to herein collectively as the “Stock Grants” and individually as a “Stock Grant.”
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(d) Expenses . The Company shall reimburse the Executive for all necessary and reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with such reasonable procedures as the Company may adopt generally from time to time.
(e) Vacation . The Executive shall be entitled to 4 weeks of vacation annually, holiday and sick leave at levels no less than commensurate with those provided to any other senior executives of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.
(f) Retirement and Welfare Benefits . The Executive shall be entitled to participate in the Company’s health, life insurance, long and short-term disability, dental, retirement, and medical programs, if any, pursuant to their respective terms and conditions, on a basis no less than commensurate with those provided to any other senior executives of the Company. Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date, provided that any such amendment or termination shall be effective as to the Executive only if it is equally applicable to every other senior executive officer of the Company.
