ex10-3.htm


    
      Exhibit 10.3


      CATALYST
VENTURES, INC.

      CHANGE
OF CONTROL AGREEMENT

       

      THIS
CHANGE OF CONTROL AGREEMENT (The "Agreement")
is effective as of this 9st
day of  November, 2009 by and between KENNETH STEPHEN GREEN
("Employee"
or
“Executive”) and CATALYST GROUP HOLDINGS
INCORPORATED. a Delaware corporation (the "Corporation").

       

      Recitals

       

      The
board of directors of the Corporation (the “Board”)
believes it is in the best interests of the Corporation to provide Executive
with compensation arrangements and equity benefits upon a Change of Control
(defined below), that are intended to provide Executive with enhanced financial
security, are competitive with those of other corporations, and provide
sufficient incentive to Executive to remain at the Corporation as an employee
through a Change of Control.

       

      In
consideration of the mutual covenants and promises herein contained, the parties
agree as follows:

       

      1.           
Change
of Control: Severance Benefits. Subject to the terms of this Agreement,
if Executive's employment with Corporation terminates at any time, then the
following shall apply:

       

      (a)           Voluntary
Resignation: Termination For Cause. If Employee's

      employment
terminates in a voluntary resignation (and not an Involuntary Termination), or
if the Employee is terminated for Cause, or if Employee voluntarily accepts a
position below the level of vice president, then Employee shall not be entitled
to receive severance or other benefits except for those (if any) as may be
available under the Corporation's severance and benefits plans and policies then
existing at the time of such termination. For the avoidance of doubt, nothing in
this Agreement shall affect Executive’s right to retire pursuant to his
employment agreement and/or Executive’s right to receive retirement
benefits.

       

      (b)           
Involuntary
Termination. If the Employee suffers an Involuntary

      Termination
(as defined below), then the Employee shall be entitled to receive:

       

      (i)
for the thirty six (36) months following Employee’s termination, Employee’s Base
Compensation (defined below) in effect at the date of such termination, which
shall not be less than the Base Compensation to which Employee was entitled on
the date that is sixty (60) days prior to Employee’s termination;
and

       

      (ii)
reimbursements from the Corporation for the same level of health coverage and
benefits as in effect at the date of Employee’s termination; provided, however,
that (A) Employee is a Qualified Beneficiary as defined in Section
4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)); and
(B) Employee elects Continuation Coverage pursuant to and as defined in the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),
within the time period prescribed pursuant to COBRA. The Corporation shall
continue to reimburse Employee for Continuation Coverage for the duration of
Executive’s life.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)  all
of Executive’s retirement rights and benefits that Employee shall be entitled to
receive pursuant to Executive’s employment agreement with the Company (as if
Executive had retired).

       

      (iv)
the immediate vesting of all unvested shares that Executive has been issued, if
not already vested.

       

      (c)           
Disability; Death. If Employee’s employment with the Corporation
terminates due to the Employee’s Disability (defined below) or death, such
termination shall be treated as if it were a voluntary termination and severance
and other benefits shall not be provided in accordance with paragraph (b)
above.

       

      2.           Current
Stock Ownership.  Nothing in this Agreement shall effect
Executive rights and holding to the 30 million shares or any other shares of
Company stock that Executive may have at the time of termination. Executive
shall continue to hold said shares.

       

      3.           
Definition
of Terms. The following terms referred to in this Agreement shall have
the following meanings:

       

      (a)
Base
Compensation. "Base Compensation" shall mean the base salary
the

      Corporation
pays Employee for his services immediately prior to Employee’s
termination.

       

      (b)
Change
of Control. "Change of Control shall mean the occurrence of any
of

      the
following events:

       

      (i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), other than Kenneth
Stephen Green is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act, directly or indirectly, of securities of the Corporation
representing fifty One Percent (51%) or more of the total voting power
represented by the Corporation’ s then outstanding voting
securities;

       

      (ii)
the removal of Executive from his position as Chairman of the Board or Chief
Strategist and/or the addition of other members to the board which results in
Executive and/or the directors appointed by Executive pursuant to his employment
agreement being able to cast less than 75% of the votes on the
board.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (iii)  the
consummation of the acquisition of fifty-one percent (51%) or

      more
of the outstanding capital stock of the Corporation pursuant to a tender offer
validly made under any federal or state law (other than a tender offer by the
Corporation);

       

      (iv)
the consummation of a merger, consolidation or other reorganization of the
Corporation (other than a reincorporation), if after giving effect to such
merger, consolidation or other reorganization of the Corporation, the
stockholders of the Corporation who existed immediately prior to such merger,
consolidation or other reorganization, own, directly or indirectly, less than
fifty percent (50%) of the voting power of the surviving or resulting
entity;

       

      (v) the sale of all or substantially
all the assets of the Corporation to a third party who is not an affiliate of
the corporation; or

       

      (vi)  the
dissolution of the corporation pursuant to action validly taken by the
stockholders of the corporation in accordance with applicable state
law.

       

      (vii)  Involuntary
Termination.

       

      (c)           Involuntary
Termination. Involuntary Termination shall be deemed to occur if Employee
is terminated by the Corporation for any reason other than for Cause or
Disability (as those terms are defined herein), or if Employee resigns from the
Corporation within three (3) months of any of the following
events:  (i) (A) a reduction of Employee’s duties and/or
responsibilities with­out Employee’s express written consent or (B) the
removal of Employee from certain positions in the Corporation with­out
Employee’s express written consent, either of which results in a material
diminution in Employee’s position or responsibilities with the Corporation that
are in effect immediately prior to such assignment, reduction or removal;
(ii) a material reduction (five percent (5%) or greater) by the Corporation
in the Base Compensation of  Employee as in effect immediately prior
to such reduction (with­out Employee’s express written consent) that is not
pro rata with reductions in the compensation of all other executives in the
Corporation; or (iii) the relocation of Employee, with­out Employee’s
express written consent, to a facility or a location more than forty-five (45)
miles from Employee’s then present residence and the Corporation’s facility at
which Employee was working immediately prior to such
relocation.

       

      (d)           Cause.   “Cause”
shall mean (i) gross negligence or willful misconduct in the
perfor­mance of Employee’s duties to the Corporation, including Employee’s
refusal to comply in any material respect with the legal directives of the
Board, or any higher-ranking member, if any, of the Corporation’s management
(provided that such directives do not amount to an Involuntary Termination), and
such refusal to comply is not remedied within thirty (30) working days after
written notice from the Corporation, which written notice shall state that
failure to remedy such conduct may result in termination for Cause;
(ii) material and willful violation of any federal or state law by Employee
that has resulted or is likely to result in substan­tial and material damage
to the Corporation; (iii) commission of any act of fraud by Employee with
respect to the Corporation; (iv) Employee’s conviction of a felony or a
crime involving moral turpitude causing material harm to the standing and
reputation of the Corporation; or (v) a material, non-curable breach by
Employee of the provisions of Employee’s agreements with the Corporation, in
each case as determined in good faith by the board of directors of the
Corporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e)           
Disability.  “Disability”
shall mean the termination of Employee by the Corporation if, as a result of
physical or mental illness or incapacity as reasonably determined by the Board,
Employee is unable to or fails to perform his full-time duties with the
Corporation (i) for a period of three (3) consecutive months, (ii) for
an aggregated period of six (6) months in any twelve (12) month period, or
(iii) at such time as Employee submits professional medical evidence that
he has a physical or mental illness or incapacity that will likely prevent him
from returning to the performance of his work duties for six (6) months or
longer.  Termination by the Corporation of Employee’s employment for
“Disability” shall mean termination pursuant to this
Section 3(e).

       

      (f)           Disinterested
Board. " Disinterested Board”
shall mean the Board exclusive of those members of the Board, if any, who are
parties to agreements or arrangements identical to or substantially similar to
this Agreement.

       

      4.           At-Will
Employment. Both the Corporation and Executive may terminate the
employment relationship at any time with or without cause provided that ninety
(90) days prior written notice has been given by the party seeking to exercise
termintation, subject to the provisions of Executive’s Change of Control
Agreement and Deferred Compensation Agreement.  On termination of
Employee’s employment with the Corporation, Employee shall not be entitled to
any payments, benefits, damages, awards or compensation other than as provided
by this Agreement, Employee’s other agreements with the Corporation or as may
otherwise be available in accordance with the Corporation’ s established
employee plans and policies at the time of termination

       

      5.           Term,
Amendment and Termination.

       

      (a)           Term.
Subject to subsection (b) below, the terms of this Agreement shall terminate
upon the earlier of (i) the date that all obligations of the parties
hereunder have been satisfied.  A termination of the terms of this
Agreement pursuant to the preceding sentence shall be effective for all
purposes, except that such termination shall not affect the payment or provision
of compensation or benefits on account of a termination of employment occurring
prior to the termination of the terms of this Agreement.

       

      (b)           Amendment
and Termination. This Agreement may be amended in any respect or
terminated by both Employee and the Corporation, following a unanimous
resolution of the Board accepting the proposed amendment and an agreement by the
Employee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.           Notice.

       

      (a)           General.
Notices and all other communications contemplated by this

      Agreement
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by U .S. registered or certified mail, return receipt
requested and postage prepaid or when mailed overnight delivery via Federal
Express.  In the case of the Employee, mailed notices shall be
addressed to him at the home address which he most recently communicated to the
Corporation in writing. In the case of the Corporation, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be directed to
the attention of its Secretary.

       

      (b)           Notice
of Termination. Any termination by the Corporation for Cause or by the
Employee as a result of an Involuntary Termination shall be communicated by a
notice of termination of the other party hereto given in accordance with Section
7(a) above. Such notice shall indicate the specific termination provision in
this Agreement relied upon, set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination under the provision so
indicated, and specify the termination date (which shall be not more than
fifteen (15) days after the giving of such notice). The failure by Employee to
include in the notice any fact or circumstance that contributes to a showing of
Involuntary Termination shall not waive any right of Employee hereunder or
preclude Employee from asserting such fact or circumstance in enforcing his
rights hereunder .

       

      7.           Miscellaneous
Provisions.

       

      (a)           No Duty
to Mitigate. Employee shall not be required to mitigate the

      amount
of any payment contemplated by this Agreement (whether by seeking new employment
or in any other manner), nor shall any such payment be reduced by any earnings
that the Employee may receive from any other source.

       

      (b)           Waiver.
No provision of this Agreement shall be modified, waived or

      discharged
unless the modification, waiver or discharge is agreed to in writing and signed
by Employee and by an authorized officer of the Corporation (other than
Employee). No waiver by either party of any breach of, or of compliance with,
any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           Whole
Agreement. No agreements, representations or understandings

      (whether
oral or written and whether express or implied) which are not expressly set
forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof.

       

      (d)           Choice
of Law.  The validity, interpretation, construction and
performance of this agreement shall be governed by the laws of the State of
California without giving effect to its conflict of laws provisions. Each party
hereby submits to the jurisdiction of the appropriate state or federal courts in
Clark County, Nevada and all disputes arising out of this Agreement shall be
subject to the exclusive jurisdiction and venue of Clark County, Nevada, and the
parties consent to the personal and exclusive jurisdiction and venue of such
County.

       

      (e)           Severability
..The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
hereof, which shall remain in full force and effect.

       

      (f)           Withholding
Taxes. All payments made pursuant to this Agreement will be subject to
withholding of applicable taxes.

       

      (g)           Successors
and Assigns

      .  Except as
otherwise provided herein, the terms and conditions [inure to the benefit of and
be binding upon the respective successors and assigns of the
parties.  Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective
successors and assigns the rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided in this
Agreement.

       

      (h)           Headings.
The headings of sections herein are included solely for

      convenience
of reference and shall not control the meaning or interpretation of any
provisions of this Agreement.

       

      (i)           Counterparts.
This Agreement may be executed in counterparts, each of

      which
shall be deemed an original, but all of which together will constitute one and
the same instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Corporation by its duly authorized officer, as of the day and year first
above written.

       

      
        	
                CORPORATION:

              	 
      	
                EMPLOYEE:

              
	 
      	 
      	
                Kenneth
      Stephen Green

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	/s/
      Kenneth Green	 
      	/s/
      Kenneth Green
	
                Signature

              	 
      	
                Signature

              
	 
      	 
      	 
      
	
                Name:
      Kenneth Stephen Green

              	 
      	
                Name:
      Kenneth Stephen Green

              
	
                Title:   Chairman
      and Chief of Corporate Development

              	 
      	
                           As
      an individual

              
	
                Date:
      11/6/09

              	 
      	
                Date:
      11/6/09