f8k020310ex10ii_reach.htm


     

    Exhibit
10.2

     

    EMPLOYMENT
AGREEMENT

     

    This Employment Agreement (“Agreement”)
is entered into between Shane Gau (“Executive”), an individual, and Reach
Messaging, Inc. (“Reach Messaging”), a California corporation, effective
February 3, 2010 (“Effective Date”).  Reach Messaging and Executive
wish to memorialize the terms on which Executive is employed by Reach Messaging,
as described in this Agreement.

    


    1.           Title
and Duties.

    


    1.1           Title. Executive
shall be employed as the Chief Executive Officer of Reach
Messaging.

    


    1.2           Duties.  Subject
to the direction and supervision of the Board of Directors, Executive shall have
the general powers and duties of supervision and management usually vested in
the Chief Executive Officer of a corporation.

    


    2.           Compensation

    


    2.1           Salary.  Executive’s
salary will be $180,000 per year, less applicable tax and other customary
payroll withholdings and deductions. Executive’s salary will be payable twice
per month, on such basis as Reach Messaging’ other salaried personnel generally
are paid.

    


    2.2           Performance Bonus.
Executive will be eligible to participate in a senior executive bonus plan,
providing an opportunity for Executive to earn up to an additional 50% of his
salary amount as a bonus, to be adopted by the Board and for which other senior
executives are similarly eligible. Such bonuses will be paid 50% in cash and 50%
in common stock using a Volume Weighted Average Price (“VWAP”) for the period of
service under which the task was accomplished, upon the achievement of the
following objectives for the 2010 fiscal year:

    


    
      	
              ·  

            	
              Achieve
      10% quarter-to-quarter revenue growth as report on the Form 10Q
      (40%)

            


    

    
      	
              ·  

            	
              Achieve
      10% quarter-to-quarter growth of users
  (30%)

            


    

    
      	
              ·  

            	
              Achieve
      a minimum of 3 new product launches per quarter
  (30%)

            


    

    


    2.3           Benefits.  Subject
to the satisfaction of any general eligibility criteria, Executive will be
permitted to participate in such benefits as Reach Messaging offers to other
senior executive officers, subject to the terms of the applicable benefit
plan.  Such benefits may include, for example, life, health, dental,
accident, disability, or other insurance programs; pension, profit-sharing,
401(k), savings, or other retirement programs; but Reach Messaging is not
obligated by this Agreement to adopt or maintain any particular benefit
programs.  Executive shall be entitled to four (4) weeks of vacation
per year, exclusive of Reach Messaging holidays.

    


    
      
        
           

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.4           Expense
Reimbursement. Reach Messaging will pay directly or advance funds to or
reimburse Executive for reasonable travel and other business expenses incurred
by him in connection with the performance of services under this Agreement in
accordance with Reach Messaging’ general policies applicable to its other senior
executives, as those policies may be amended from time to time, upon
presentation of expense statements or vouchers or such other supporting
information as Reach Messaging may reasonably request.

    


    3.           Term
and Termination of Employment

    


    3.1           Term.  The
initial term of Executive’s employment will be for one year from the Effective
Date.  Unless Reach Messaging gives written notice to Executive not
less than six (6) months prior to the expiration of the employment term,
commencing on the date six months prior to such scheduled expiration, the
duration of the employment term shall be extended an additional day for each day
that passes, so that at any time, unless Reach Messaging has given written
notice of termination, there will be not less than six months remaining in the
employment term.

    


    3.2           Early Termination Without
Cause.  Notwithstanding Section 3.1, Reach Messaging may
terminate employment under this Agreement at any time, without Cause, provided
that it continues nonetheless to compensate Executive for a period of six months
following such termination, with salary and benefits under Sections 2.1 and
2.3.  Executive shall also be entitled to reimbursement of otherwise
allowable expenses incurred or committed prior to the date of
termination.

    


    3.3           Early Termination With
Cause.  Notwithstanding Section 3.1 and Section 3.2, Reach
Messaging may terminate employment under this Agreement at any time, for Cause,
in which case Executive shall be entitled to no additional cash compensation
other than salary and vacation pay accrued through the date of termination, and
reimbursement of otherwise allowable expenses incurred or committed prior to the
date of termination.

    


    3.4           Death.  The
term of employment created by this Agreement shall automatically terminate upon
the death of Executive. Upon termination due to death, Reach Messaging shall pay
to Executive’s devisee, legatee, or if there is no such designee, to his estate,
the salary, vacation pay and expense reimbursement accrued prior to death and
the base pay and (to the extent eligible)  benefits under Sections 2.1
and 2.3 that would have been payable for a period of six months following
death.  The devisee, legatee, or estate shall also be entitled to
reimbursement of otherwise allowable expenses incurred or committed prior to the
date of death.

    


    
      
        
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          Shane Gau – Reach Messaging
Employment Agreement

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    3.5           Resignation Without Good
Reason.  Executive may resign at any time, but will use
reasonable efforts to give not less than 30 days prior notice of such
resignation to Reach Messaging.  Upon resignation, Executive shall be
entitled to no cash compensation other than salary and vacation pay accrued
through the effective date of resignation, and reimbursement of otherwise
allowable expenses incurred prior to the effective date of the resignation, or
committed prior to the date that such resignation is tendered.

    


    3.6           Resignation With Good
Reason.  Executive may resign with Good Reason, in which case
Reach Messaging shall continue to compensate Executive for a period of six
months following such resignation, with salary and benefits under Sections 2.1
and 2.3.  Executive shall also be entitled to reimbursement of
otherwise allowable expenses incurred or committed prior to the date of
resignation.

    


    4.           Intentionally
blank

    


    5.           Company Location.

    


    Reach
Messaging' current headquarters is located in Santa Monica,
California.  From time to time it is understood that the headquarters
location might change. The executive team will be expected to spend significant
amounts of time meeting at that headquarters, regardless of place of
residence.  Executive will not be required to relocate his residence
as a condition of employment.  Should Reach Messaging be located
further than 50 miles from Executive’s residence, business travel for attendance
at Reach Messaging meetings will be at the expense of Reach
Messaging.

    


    6.           Indemnification
and Insurance.

    


    6.1           Indemnification.
Reach Messaging will enter into a customary form of Officer Indemnification
Agreement with Executive.

    


    6.2           Insurance. Reach
Messaging will use commercially reasonable efforts to procure and maintain
prudent level of Officer Liability Insurance coverage for
Executive.

    


    
      
        
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          Shane Gau – Reach Messaging
Employment Agreement

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    7.           Definitions

    


    7.1           Cause. “Cause” will
exist if Reach Messaging terminates Executive’s employment for any of the
following reasons, as determined by unanimous decision of those members of the
Board other than Executive:

    


    (a)           Executive
willfully fails to substantially perform his duties or willfully acts in a
manner contrary to direction from the Chief Executive Officer or Board of
Directors, and such willful failure or action is not remedied within ten (10)
business days after written notice from the CEO or the Board, which written
notice shall state that failure to remedy such conduct may result in an
involuntary termination for Cause;

    


    (b)           Executive
engages in willful and serious misconduct that causes material injury to Reach
Messaging; or

    


    (c)           Executive
is convicted of or enters a plea of guilty or nolo contendere to a
felony.

    


    7.2           Good Reason. “Good
Reason” means: (a) a decrease in Executive’s base salary (other than as part of
a cost-cutting effort that proportionately affects other senior executive
officers and is unanimously approved by the Board of Directors, including
Executive); or (b) loss of the title of Chief Executive Officer.

    


    8.           Miscellaneous

    


    8.1           Notices. All notices, requests,
and other communications to any party provided for, under, or made in connection
with this Agreement must be in writing and will be effective on the sooner of
delivery to, if by personal delivery, or actual receipt by, if by prepaid
registered mail, return receipt requested, each of the appropriate
recipients.

    


    If to
Executive:

    Shane
Gau

    42982
Tealbriar Place

    Broadlands,
VA 20148

    


    If to
Reach Messaging:

    Board of
Directors

    Reach
Messaging, Inc.

    2801
Ocean Park Blvd., Suite 355

    Santa
Monica, CA 90405

    


    
      
        
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          Shane Gau – Reach Messaging
Employment Agreement

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    8.2           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to any conflict of law principle that might
permit or require the application of some other law.

    


    8.3           Integrated Agreement.
This Agreement, along with the definitive stock option agreement referred to in
Section 4.1, if and when executed by the parties hereafter, constitutes the entire
agreement between the parties with respect to their subject matter and merges
and supersedes all prior discussions, agreements, and understandings of every
kind and nature between the parties.

    


    8.4           Amendments and
Waivers. This Agreement may not be modified, amended, or terminated,
except in writing, signed by both parties. Either party may waive compliance by
the other party with any provision of this Agreement only by an instrument in
writing similarly executed, provided, however that such waiver shall not operate
as a waiver of, or estoppel with respect to, any other or subsequent
failure.

    


    


    [Signature
Page Follows]

     

    

      
        
          
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            Shane Gau – Reach Messaging
Employment Agreement

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    IN
WITNESS HEREOF, Executive has signed this Agreement, and Reach Messaging has
caused this Agreement to be signed by its authorized officer to take effect as
of the Effective Date.

    


    


     

    
      	/s/ Shane
    Gau	 
	SHANE GAU	 


    

     

     

    REACH
MESSAGING, INC.

    


    


     

    
      	By: /s/ David R. Wells	 
	 	 
	Name: David R. Wells	 
	 	 
	Title: Chief Financial Officer and
    Director	 


    

     

          


    
      
        
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          Shane Gau – Reach Messaging
Employment Agreement

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