Here's a little more salt in the $MSTO wound
~ CEO Josh Self Written Compensation Package
EXECUTIVE EMPLOYMENT AGREEMENT: This Employment Agreement (the "Agreement") is entered into as of the 15th day of June, 2019 between Joshua Tannariello ("Employee") and MasterBeat Corporation, a Delaware Corporation, its affiliates, predecessors and subsidiaries (the "Company").
CEO Josh Responsibilities (partial):
1.1 Employment. During the Employment Term (as defined below), the Company hires Employee to perform such services as the Company may from time to time reasonably request consistent with Employee's position with the Company (as set forth in Section 1.1 and 1.5 hereof) and Employee's stature and experience as an Executive Officer (the "Services"). The Services and authority of Employee shall include, but not necessarily be limited to, management and supervision of (A) the general accounting, reporting, financial management and regulatory compliance of the Company, (B) the general accounting, reporting, financial management and regulatory compliance of future acquisitions and Affiliates. For purposes of this Agreement, "Affiliates" shall mean, as to any person, any other person controlled by or under common control with (or, where applicable, controlling), directly or indirectly, such person; and 'person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof, or any other entity; whereas such person in the normal course of business shall be deemed an affiliate of the Company
CEO Josh - $MSTO Employment Period Expiration Date
1.3 Term. The term of Employee's employment under this Agreement (the "Employment Term" or "Term") shall commence on the date first written above (the "Effective Date") and shall end five (5) years after the Effective Date unless sooner extended or terminated in accordance with the provisions of this Agreement.
CEO Josh - Performance Requirements
1.4 Exclusive Employment; Non-Competition. Employee agrees that his employment hereunder is on an exclusive basis, and that as long as Employee is employed by the Company, Employee will not engage in any other business activity which is in conflict with Employee's duties and obligations hereunder. Employee agrees that during the Employment Term, Employee shall not directly or indirectly engage in or participate as an owner, partner, shareholder, officer, employee, director, agent of or consultant for any business that competes with any of the principal activities of the Company. Provided however, that Employee may acquire and/or retain, as an investment, and take customary actions (including the exercise or conversion of any securities or rights) to maintain and preserve Employee's ownership of any one or more of the following (provided such actions, other than passive investment activities, do not unreasonably interfere with Employee's Services hereunder): (i) securities of any corporation that are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that are publicly traded as long as Employee is not part of any control group of such corporation and, in the case of public corporations in competition with the Company, such securities do not constitute more than five percent of the voting power of that public corporation; (ii) any ownership interest in a partnership, trust, corporation or other person so long as Employee remains a passive investor in that entity and so long as such entity is not, directly or indirectly, in competition with the Company, (iii) securities or other interests now owned or controlled, in whole or in part, directly or indirectly, by Employee in any corporation or other person and which are identified on Schedule 1.4 hereto; and (iv) securities of the Company or any of its Affiliates. Nothing in this Agreement shall be deemed to prevent or restrict Employee's ownership interest in the Copany and any of its Affiliates or Employee's ability to render charitable or community services not in competition with the Company.
CEO Josh - Compensation
As compensation and consideration for the Services provided by Employee during the Term pursuant to this Agreement, the Company agrees to pay to Employee the compensation set forth below.
2.1 Fixed Annual Compensation. The Company shall pay to Employee salary ("Fixed Annual Compensation') at the rate beginning on the Effective Date and continuing for the term of this agreement as follows:
2.1.1 $180,000.00 per annum at such times and in such amounts as the Company may designate in accordance with the Company's usual salary practices, but in no event less than twice monthly.
2.1.2 If annual revenues exceed $10,000,000.00, $360,000.00 per annum at such times and in such amounts as the Company may designate in accordance with the Company's usual salary practices, but in no event less than twice monthly.
2.1.3 If annual revenues exceed $20,000,000.00, $540,000.00 per annum at such times and in such amounts as the Company may designate in accordance with the Company's usual salary practices, but in no event less than twice monthly.
2.1.4 The Employee agrees that the Fixed Annual Compensation may be accrued at the discretion of the Company.
CEO Josh - Granted Common Shares
2.2 Stock. The Company shall grant to Employee Ten Million (10,000,000) shares of the Company's Common stock upon the effective date of this agreement. The stock shall be fully paid, non-assessable and shall contain other customary rights and privileges, including piggy back registration rights. The certificate evidencing the shares shall bear a restrictive legend. Furthermore, the stock shall vest as of the expiration of the Term of this Agreement
CEO Josh - Bonus
2.3 Bonus. Under this Agreement, Employee shall be entitled to participate in the highest bonus incentive program (hereafter "BIP") set up by the Board. While the specific structure and trigger mechanisms for the BIP are at the sole discretion of the Board, the BIP shall afford Employee the opportunity to earn a cash and/or stock bonus through the Employee's accomplishment of specific pre-identified reasonable milestones in the development of the Company's business. Any payments under the BIP shall be paid annually to Employee and shall be paid no later than the end of the first quarter following the Company's fiscal year-end. In addition to the BIP, Employee shall also be entitled to such additional bonus, if any, as may be granted by the Board (with Employee abstaining from any vote thereon) or compensation or similar committee thereof in the Board's (or such committee's) sole discretion based upon Employee's performance of his Services under this Agreement.
3.1 Vacation. Employee shall be entitled to an aggregate of four (4) weeks of paid vacation during each year of the Contract Year. Employee shall take vacation at times determined by the Employee, however, with appropriate consideration for the Company's business needs. In addition, Employee shall be entitled to holidays generally observed in the United States and the State of Texas
CEO Josh - Cause For Termination
4. Termination for Cause by the Company:
4.1 Cause. Reasons and process for termination for Cause. Executive may be terminated from employment with "Cause." For purposes of this Agreement, the term "Cause" shall mean:
Gross negligence or willful misconduct in the performance of duties to the Company that has resulted or is likely to result in substantial and material damage to the Company,
Repeated unexplained or unjustified absence from the Company;
A material or willful violation of any federal, state or local law; commission of any act of fraud with respect to the Company, or conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Board of Directors of the Company; or substantial or continued unwillingness to perform duties as reasonable directed by Company's Board of Directors.
CEO Josh Signs His Own Compensation Plan
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Company
Masterbeat Corporation., a Delaware Corporation
By: /s/ Josh Tannariello
Josh Tannariello, CEO Materbeat Corporation
Employee
Josh Tannariello
By: /s/ Josh Tannariello
Josh Tannariello, an Individual
File Date 12-15-2021
