ex10-4.htm


    Exhibit
10.4

     

    
      EMPLOYMENT
AGREEMENT

       

      THIS
EMPLOYMENT AGREEMENT (this "Agreement") is made
as of November 6, 2009, by and between Catalyst Group Holdings Incorporated (the
"Company") and
Kenneth S. Green ("Executive").

       

      


       

      
        	
                1.  

              	
                Employment.  The
      Company shall employ Executive, and Executive hereby accepts employment
      with the Company, upon the terms and conditions set forth in this
      Agreement for the period beginning on the date hereof and continuing for a
      period of five years unless sooner terminated as provided in Section 4
      hereof (the "Employment
      Period").

              


      

       

      
        	
                2.  

              	
                Position and
      Duties.

              


      

       

      
        	
                2.1.  

              	
                During
      the Employment Period, Executive shall serve as Chief of Corporate
      Development. During the Employment Period, Executive shall render such
      additional executive and managerial services to the Company which are
      consistent with Executive's position, as the board of directors (the
      "Board") may from time to time
direct.

              


      

       

      
        	
                2.2.  

              	
                During
      the Employment Period, Executive shall report to the Board and the
      President of the Company and shall devote his best efforts and attention
      to the business and affairs of the Company.  Executive shall be
      required to devote all of his employment time to performing her duties
      hereunder. Executive shall perform her duties, responsibilities and
      functions to the Company to the best of her abilities in a diligent,
      trustworthy, professional and efficient manner and shall comply with the
      policies and procedures of the Company in all material
      respects.  So long as Executive is employed by the Company,
      Executive shall not, without the prior written consent of the Board,
      accept other employment or perform other services for compensation. In
      addition, Executive may serve as an officer or director of or otherwise
      participate in purely educational, welfare, social, religious and civic
      organizations so long as such activities do not interfere with Executive's
      employment.

              


      

       

      
        	
                3.  

              	
                Compensation and
      Benefits.

              


      

       

      
        	
                3.1.  

              	
                During
      the Employment Period, Chief Executive Officer & President salary
      shall be Four Hundred Thousand Dollars ($600,000) per annum or such higher
      rate as the Board may determine from time to time (as adjusted from time
      to time, the "Salary"), which
      compensation shall be payable by the Company in equal quarterly
      installments.  The salary shall be paid directly to The Catalyst
      Holding Group, LLLP.

              


      

       

      
        	
                3.2.  

              	
                During
      the Employment Period, the Company shall reimburse Executive for all
      reasonable business expenses incurred by her in the course of performing
      his duties and responsibilities under this Agreement which are consistent
      with the Company's policies in effect from time to time with respect to
      travel, entertainment and other business expenses, subject to the
      Company's requirements with respect to reporting and documentation of such
      expenses.

              


      

       

      
        	
                3.3.  

              	
                During
      the Employment Period, the Executive shall be entitled to normal Company
      benefits as then currently being
provided.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                Termination.

              


      

       

      
        	
                4.1.  

              	
                The
      Employment Period shall continue for the stated term or until Executive's
      earlier resignation, death or mental or physical disability or incapacity
      (as determined by the Board in its good faith judgment) or termination of
      employment by the Company for Cause.  Except as otherwise
      provided herein, any early termination of the Employment Period by the
      Company shall be effective as specified in a written notice from the
      Company to Executive.

              


      

       

      
        	
                4.2.  

              	
                If
      the Employment Period is terminated by the Company for Cause or upon
      Executive's resignation, death or mental or physical disability or
      incapacity (as determined by the Board in its good faith judgment),
      Executive shall only be entitled to receive her Base Salary through the
      date of termination.

              


      

       

      
        	
                4.3.  

              	
                Except
      as otherwise expressly provided herein, all of Executive's rights to
      compensation hereunder which would have accrued or become payable after
      the termination of the Employment Period shall cease upon such
      termination, other than those expressly required under applicable
      law.  The Company may offset any amounts Executive owes it
      against any amounts it owes Executive
hereunder’

              


      

       

      
        	
                4.4.  

              	
                For
      purposes of this Agreement, "Cause" shall
      mean with respect to Executive one or more of the
      following:  (i) the past or present commission of a felony or
      the commission of any other act or omission involving dishonesty,
      disloyalty or fraud with respect to the Company or any of its affiliates
      or any of their customers or suppliers, (ii) reporting to work under the
      influence of alcohol or illegal drugs, the use of illegal drugs (whether
      or not at the workplace) or other repeated conduct causing the Company or
      any of its affiliates public disgrace or disrepute or material economic
      harm, (iii) repeated failure to perform the duties set forth herein, as
      reasonably directed by the Board, (iv) any act or omission aiding or
      abetting a competitor, supplier or customer of the Company or any of its
      affiliates to the material disadvantage or detriment of the Company or any
      of its affiliates, (v) breach of fiduciary duty, negligence or willful
      misconduct with respect to the Company, (vi) inability (due to illness or
      disability) to perform the duties required hereunder for more than
      twenty  (20) days in any given month, (vii) death, or (viii) any
      material breach of this Agreement.

              


      

       

      
        	
                4.5.  

              	
                Upon
      a Sale of the Company (as hereinafter defined), if Executive’s employment
      shall not be continued pursuant to a written agreement for a term at least
      as long as the remainder of the term hereof, then Executive shall be
      entitled to immediate payment of her Base Salary for the remainder of the
      specified term hereof. For purposes of this Agreement, "Sale of the
      Company" shall mean a sale or sales which results in a transfer of all or
      substantially all of the outstanding equity interests of the Company or
      all or substantially all of the assets of the Company (other than a
      transfer of an interest therein to secure borrowings or other obligations
      of the Company and except for a transfer to an affiliate of any of the
      current owners of the Company) or (ii) a reorganization or merger of the
      Company with an unrelated party.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.  

              	
                Confidential
      Information.  Executive acknowledges that the
      information, observations and data (including trade secrets) obtained by
      him while employed by the Company concerning the business or affairs of
      the Company, or any other affiliate ("Confidential
      Information") are the property of the Company or such
      affiliate.  Therefore, Executive agrees that she shall not
      disclose to any third party or use for her own purposes any Confidential
      Information or any confidential or proprietary information of other
      persons or entities in the possession of the Company, or any other
      affiliate ("Third Party
      Information"), without the prior written consent of the Board,
      unless and to the extent that the Confidential Information or Third Party
      Information becomes generally known to and available for use by the public
      other than as a result of Executive's acts or
  omissions.

              


      

       

      
        	
                6.  

              	
                Survival.  Sections
      5 through 24, inclusive, shall survive and continue in full force in
      accordance with their terms notwithstanding the termination of the
      Employment Period.

              


      

       

      
        	
                7.  

              	
                Notices.  Any
      notice provided for in this Agreement shall be in writing and shall be
      either personally delivered, sent by reputable overnight courier service
      or mailed by first class mail, return receipt requested, to the recipient
      at the address below indicated

              


      

       

      Notices
to Executive:

       

      Kenneth
S. Green

       

      ____________________

       

      ____________________

       

      


      Notices
to the Company:

       

            Kenneth
Green

            Catalyst
Group Holdings Incorporated

            1739
Creekstone Circle

      San Jose,
CA    95133

       

      or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party.  Any notice under this Agreement shall be deemed to have been
given when so delivered, sent or mailed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                8.  

              	
                Severability.  Whenever
      possible, each provision of this Agreement shall be interpreted in such
      manner as to be effective and valid under applicable law, but if any
      provision of this Agreement is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect any other provision of this Agreement or any action in any other
      jurisdiction, but this Agreement shall be reformed, construed and enforced
      in such jurisdiction as if such invalid, illegal or unenforceable
      provision had never been contained
herein.

              


      

       

      
        	
                9.  

              	
                Complete
      Agreement.  This Agreement, those documents expressly
      referred to herein and other documents of even date herewith embody the
      complete agreement and understanding among the parties and supersede and
      preempt any prior understandings, agreements or representations by or
      among the parties, written or oral, which may have related to the subject
      matter hereof in any way.

              


      

       

      
        	
                10.  

              	
                Third Party
      Beneficiaries.  No provision of this Agreement is
      intended to, or shall, confer any third party beneficiary or other rights
      or remedies upon any person other than the parties
  hereto.

              


      

       

      
        	
                11.  

              	
                No Strict
      Construction.  The language used in this Agreement shall
      be deemed to be the language chosen by the parties hereto to express their
      mutual intent, and no rule of strict construction shall be applied against
      any party.

              


      

       

      
        	
                12.  

              	
                Counterparts.  This
      Agreement may be executed in separate counterparts (including by means of
      telecopied signature pages), each of which is deemed to be an original and
      all of which taken together constitute one and the same
      agreement.

              


      

       

      
        	
                13.  

              	
                Successors and
      Assigns.  This Agreement is intended to bind and inure to
      the benefit of and be enforceable by Executive, the Company and their
      respective heirs, successors and assigns, except that Executive may not
      assign her rights or delegate her duties or obligations hereunder without
      the prior written consent of the
Company.

              


      

       

      
        	
                14.  

              	
                Choice of
      Law.  All issues and questions concerning the
      construction, validity, enforcement and interpretation of this Agreement
      and the exhibits and schedules hereto shall be governed by, and construed
      in accordance with, the laws of the State of Nevada, without giving effect
      to any choice of law or conflict of law rules or provisions (whether of
      the State of Nevada or any other jurisdiction) that would cause the
      application of the laws of any jurisdiction other than the State of
      Nevada.

              


      

       

      
        	
                15.  

              	
                Amendment and
      Waiver.  The provisions of this Agreement may be amended
      or waived only with the prior written consent of the Company (as approved
      by the Board) and Executive, and no course of conduct or course of dealing
      or failure or delay by any party hereto in enforcing or exercising any of
      the provisions of this Agreement (including, without limitation, the
      Company's right to terminate the Employment Period with or without Cause)
      shall affect the validity, binding effect or enforceability of this
      Agreement or be deemed to be an implied waiver of any provision of this
      Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                16.  

              	
                Indemnification and
      Reimbursement of Tax Payments on Behalf of
      Executive.  The Executive will  be compensated
      as a 1099 Contract Employee, and therefore will be responsible for all
      federal, state, local or foreign withholding taxes, excise tax, or
      employment taxes ("Taxes") imposed
      with respect to Executive's
compensation.

              


      

       

      


       

      
        	
                17.  

              	
                Waiver of Jury
      Trial.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR
      EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE
      OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES
      THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR
      ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED
      HEREBY.

              


      

       

      IN WITNESS WHEREOF, the
parties hereto have executed this Employment Agreement as of the date first
written above.

       

      


      
        	
                Company:

                 

                Catalyst
      Group Holdings Incorporated

                 

                 

                /s/ Kenneth Green

                Kenneth
      Green-Founder, Chairman

              	 
      	
                Executive:

                 

                 

                 

                 

                /s/ Kenneth
      Green

                Kenneth
      S. Green-Secretary-Treasurer & Director

              
	
                &
      Chief of Corporate Development