Garb
Oil & Power Corporation


(The
“Company”)


 


 



 


Five
(5) - Year Employment Contract


 


 



 


Eric
Ernst


(Identified
as “Seller 1” in a specific Purchase Agreement between the Company and the owners of Chubby Glass LLC)


 


 



 


The
Effective Date is the same day as the Successful Closing of the Company’s Purchase of Chubby Glass LLC that is to be closed
on or before December 31, 2014


 


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EMPLOYMENT
AGREEMENT


 


 



 


EMPLOYMENT
AGREEMENT (the “Agreement”) made and entered into as
of the 26th day of September 2014, by and between Garb Oil & Power Corporation, a Utah corporation whose principal
office is in the State of Florida (the “Company”), and Eric Ernst, an individual
who resides in Colorado at such address provided on the signature page (the “Employee”), currently the managing partner
and an employee of Chubby Glass LLC (“Chubby”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Employee has substantial knowledge and experience relating to the management and operation of Chubby’s business, and
the Company desires to obtain the full-time services of the Employee within Chubby in the corporate form determined by the Company
for after the Company’s purchase of Chubby; and


 


WHEREAS,
the Employee is ready, willing and able to serve the Company within the to be determined Chubby corporate form after the Company’s
purchase of Chubby, all upon the terms and subject to the conditions hereinafter set forth, and


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto hereby agree
as follows:


 


Part
A. Employment.


 


1.
Duties. Subject to the terms and conditions of their Agreement, the Company shall
employ the Employee and the Employee shall render services to the Company. In addition, the Employee shall serve such of the Company’s
subsidiaries as may be requested from time to time by the Company, without requirement of any additional compensation to the Employee.


 





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2.Time
of Employment. Throughout the period of their employment hereunder the Employee will devote their professional and
business time, attention, knowledge and skills to faithfully, diligently and to the best of their abilities perform their duties
hereunder. It is expected that the Employee will render their services primarily at the Company’s offices provided for the
corporate form of Chubby after its purchase, provided that the Employee will also engage in such traveling as may be reasonably
required in connection with the performance of their duties hereunder.


 


3.Title.
The Company will cause the Employee to be appointed such suitable non-officer title that will later be assigned by
the Company.


 


4.Ability
to Perform. The Employee hereby represents and warrants to the Company that he is under no legal
disability and has entered into no agreements that in any way limit or render the Employee incapable of performing their
obligations under the Agreement or their fiduciary duties as an Employee of the Company. The Employee further covenants that he
will not impair their ability to carry out their obligations under the Agreement or their fiduciary duties by entering into any
agreement or in any way assisting others, directly or indirectly, to enter into any agreement which will violate the confidentiality
and non-competition provisions of Part D of the Agreement.


 


Part
B. Term of Employment; Termination of Agreement.


 


1.Term.
Subject to prior termination in accordance with the provisions hereof, the term of the Agreement shall commence on the date hereof
(see Page 1) and shall continue during their term of service for Five (5) continuous years thereafter or terminated by either
party with at least a thirty (30) days written notice except for Termination For Cause detailed below. (the “Term”).


 


2.Termination
For Cause. Anything contained in Section 1 of the Part
B to the contrary notwithstanding, the Agreement may be terminated at the option of the Company (the “Board”) for
“Cause” (as hereinafter defined), effective upon the giving of written notice of termination to the Employee. As used
herein, the term “Cause” shall mean and be limited to:


 





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(a)any
act committed by the Employee against the Company, or any of its subsidiaries or divisions, constituting: (i) fraud, (ii) misappropriation
of corporate opportunity, breach of fiduciary duty or non- disclosure of a conflict of interest, (iii) self-dealing, (iv) embezzlement
of funds, (v) felony conviction for conduct involving moral turpitude or other criminal conduct, or (vi) the willful disregard
by the Employee of the reasonable directions of any officer of the Company; (vii) any conduct materially detrimental to the Company
or its customers, or


 


(b)the
breach or default by the Employee in the performance of any material provision of the Agreement (including but not limited to
Part D below); or


 


(c)alcoholism
or any other form of addiction or other impairment which impairs the Employee’s ability to perform their duties hereunder.


 


3.
Deaths or Disability. Anything contained in Section 1 of the Part B to the contrary
notwithstanding, the Agreement may be terminated by the Company: (i) upon the death of the Employee, or (ii) on thirty (30) days’
prior written notice to the Employee, in the event that the Employee shall be physically or mentally disabled or impaired so as
to prevent their from continuing the normal and proper performance of their duties and responsibilities hereunder for a period
of three (3) consecutive months. The initial determination as to whether the Employee
is disabled or impaired shall be made by the physician regularly treating the condition causing the disability. The Company shall
have the right to require the Employee to be examined by a physician duly licensed to practice medicine in the State in which
the Employee has their primary residence to determine such physician’s opinion as to the Employee’s disability. If
such physician’s opinion differs from that of the physician treating the Employee, or a physician thereafter retained by
the Employee, they shall forthwith select a third physician so licensed whose opinion, after examination and review of available
information, shall be conclusive and binding upon all parties hereto. All costs of the physician regularly treating or thereafter
retained by the Employee shall be paid by the Employee. All costs of the physician retained
by the Company shall be paid by the Company. If a third physician is required, then the costs of that physician shall be paid
by the Company.


 





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4.
No Further Obligations. Upon any termination of the Agreement by the Company for
“Cause” pursuant to Section 2 of the Part B, or by reason of the Employee’s death or disability pursuant to
Section 3 of the Part B, neither the Company nor any subsidiary or division thereof shall be liable for or be required to pay
to the Employee any further remuneration, compensation or other benefits hereunder,


 


Part
C. Compensation; Expenses.


 


1.
Base Compensation. As compensation for their services during the Term, the Company
shall pay or cause to be paid to the Employee
$5,000.00 a month no commission commencing with the first full month the Employee is
employed as defined on Page 1 above. The first month of employment will be prorated for
a partial month as equaling $5,000.00 times the number of days remaining in the first
month divided by thirty (30), then rounded up to the nearest whole dollar.


 


2.
(This Item of the Company’s Employment Agreement is not applicable)


 


3Benefits.
In addition to the foregoing compensation, the Employee shall, throughout the period of their employment hereunder, be eligible
to participate in any and all group health, group life and/or other benefit plans generally made available by the Company to its
Employees, provided that nothing herein contained shall be deemed to require the Company to maintain or continue any plan or policy.


 


4Expenses.
In addition to the compensation set forth above, throughout the period of the Employee’s employment hereunder, the Company
shall also reimburse the Employee or cause the Employee to be reimbursed, upon presentment by the Employee to the Company of appropriate
receipts and vouchers therefore, for any reasonable, approved business expenses incurred by the Employee in connection with the
performance of their duties and responsibilities hereunder; provided, however, that in order to be reimbursable hereunder, any
such expense must be deductible (in whole or in part) by the Company for federal income tax purposes. Specifically, Company shall
reimburse Employee for actual travel costs and expenses, such as travel, food & lodging, but not for time and participation.
Employee will fly coach class in the United States and Business Class for any international flights. The Company will pay such
expenses after Employee submits their expense report. Payment shall be in approximately two weeks after the expense report is
received. The Company shall not reimburse Employee for secretarial and staff support if at their home office.


 





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5.
Raises. Employee annual review raises will be determined by the Company’s
Board of Directors and would be effective on the anniversary of the Employee’s employment start date.


 


Part
D. Confidentiality; Non-Competition, Non-Compete.


 


As
a material inducement to cause the Company to enter into the Agreement, the Employee hereby covenants and agrees that;


 


1.
Confidential Information. The Employee shall, at all times henceforth, during
and subsequent to the Term, keep secret and retain in strictest confidence all confidential matters of the Company, and the “know-
how”, trade secrets, technical processes, inventions, equipment specifications, equipment designs, plans, drawings, research
projects, confidential client lists, details of client, subcontractor or consultant contracts, pricing policies, operational methods,
marketing plans and strategies, project development, acquisition and bidding techniques and plans, business acquisition plans,
and new personnel acquisition plans of the Company and its subsidiaries and divisions (including that which pertains to Chubby
and whether now known or hereafter learned by the Employee of the Company), except to the extent that (i) such information is
generally available to the public without restriction, (ii) the Employee obtains confidentiality agreements with respect to such
confidential information, (iii) the Employee is requested by any publically recognized officer or the Board of Directors of the
Company or a Committee thereof, or by the Chairman of the Company, to disclose such confidential information, (iv) such information
is provided to a customer of the Company pursuant to a request received from such customer in the ordinary course of business,
or (v) the Employee is under compulsion of either a court order or a governmental agency’s or authority’s inquiry,
order or request to so disclose such information.


 





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2. Property
of the Company.


 


(a)Except
as otherwise provided herein, all lists, records and other non-personal documents or papers (and all copies thereof) relating
to the Company and/or any of its subsidiaries or divisions, including such items stored in computer hard drives, on backup computer
storage or by any other means, made or compiled by or on behalf of the Employee, or made available to the Employee, are and shall
be the property of the Company, and shall be delivered to the Company on the date of termination of the Employee’s employment
with the Company, or sooner upon request of the Company at any time or from time to time.


 


(b)All
inventions, including any procedures, formulas, methods, processes, uses, apparatuses,
patterns, designs, plans, drawings, devices or configurations of any kind, any and all improvements to them which are developed,
discovered, made or produced, and all trade secrets and information used by the Company and/or its subsidiaries and divisions
(including, without limitation, any such matters created or developed by the Employee during the term of the Agreement), shall
be the exclusive property of the Company or the subject subsidiary, and shall be delivered to the Company or the subject subsidiary
(without the Employee retaining any copies, components or records thereof) on the date of termination of the Employee’s
employment with the Company; provided, however, that nothing herein contained shall be deemed to grant to the Company any property
rights in any inventions or other intellectual property which may at any time be developed by the Employee which is wholly unrelated
to any business then engaged in or under development by the Company.


 


3.Employees
of the Company. The Employee shall not, at any time (whether during the term of the Agreement or at any time thereafter),
directly or indirectly, for or on behalf of any business enterprise other than the Company and/or its subsidiaries and affiliates,
solicit any employee, distributor or any other affiliate of the Company or any of its subsidiaries to leave their or their employment
with the Company or such subsidiary, or encourage any such person to leave such employment or relationship, without the prior
written approval of the Company in each instance.


 





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4.Non-Competition,
Non-Compete. For so long as the Employee shall be receiving any compensation or remuneration under the Agreement,
and for a further period of three (3) years thereafter, the Employee shall not, directly or indirectly, whether individually
or as an employee, distributor, affiliates, stockholder (other than the passive ownership of up to
5% of the capital stock of a publicly traded corporation), partner, joint venture participant, agent or other
representative of any other person, firm or corporation, engage or have any interest in any business (other than the Company
or any of its subsidiaries or affiliates) which, in any country in which the Company or any of its subsidiaries or divisions
does or solicits business during the Term, is engaged in or derives any revenues from performing any functionally equivalent
services or marketing any functionally equivalent products as those services
provided and products marketed by the Company or any of its subsidiaries or divisions during the Term,


 


At
the time of signing of their Agreement, the relevant markets of the Company shall be deemed to be those markets detailed in SEC
filings, press releases, Company web site, Business Plans, Executive Summaries, Private Placement Memorandums and any other Company
marketing materials in any country in which the Company or any of its subsidiaries or divisions does or solicits business during
the Term.


 


5.Severability
of Covenants. The Employee acknowledges and agrees that the provisions of the Part D are (a) made in consideration
of the premises and undertakings of the Company set forth herein, (b) made for good, valuable and adequate consideration received
and to be received by the Employee, and (c) reasonable and necessary, in terms of the time, geographic scope and nature of the
restrictions, for the protection of the Company and the business and good will thereof It is intended that the provisions of the
Part D be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions,
shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then
such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration and/or geographic
area, only to that extent necessary to render same valid and enforceable (and
in such reduced form, such provisions shall then be enforceable), and any other of the foregoing restrictions shall be unaffected
and shall remain in full force and effect.


 





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6.Equitable
Remedies. The parties hereby acknowledge that, in the event of any breach or threatened breach by the Employee of the
provisions of the Part D, the Company will suffer irreparable harm and
will not have an adequate remedy at law. Accordingly, in the event of any such breach or threatened breach, the Company may seek
and obtain appropriate equitable relief to restrain or enjoin such breach or threatened breach and/or to compel compliance herewith.


 


7.
Trade Secrets. The Parties hereby agree and stipulate that any confidential information
of the Parties shall be deemed a “trade secret” as that term is defined under the Economic Espionage Act of 1996 (the
“Act”), and further agree and stipulate that the Parties by the Agreement have taken all reasonable steps under the
Act to keep such information secret.


 


Part
E. Miscellaneous.


 


1.
Binding Effect. All of the terms and conditions of the Agreement shall be binding
upon and inure to the benefit of the Employee, the Company and their respective heirs, executors, administrators, personal representatives,
successors and permitted assigns.


 


2.
Notices. Except as may otherwise be provided herein, any notice, request, demand
or other communication required or permitted under the Agreement shall be in writing and shall be deemed to have been given when
delivered personally or when mailed by certified mail, return receipt requested, addressed to a party at the address of such party
first set forth above, or at such other address as such party may hereafter have designated by notice.


 


3.Waivers.
Neither the Agreement nor any of the terms or conditions hereof may be waived, amended or modified except by means of a written
instrument duly executed by the party to be charged therewith.


 


4.Captions.
The captions and headings used in the Agreement are for convenience of reference only, and shall not affect the construction or
interpretation of the Agreement or any of the provisions hereof


 





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5.
Governing Law. The Agreement, and all matters or disputes relating to the validity,
construction, performance or enforcement hereof, shall be governed by, and construed under, the laws of the State of Florida,
without giving effect to principles of conflicts of laws thereof.


 


6.Counterparts.
The Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof,
but all of which together shall constitute one and the same instrument.


 


7.Arbitration.
Any dispute involving the interpretation or application of the Agreement shall be resolved by final and binding arbitration before
an arbitrator designated by, and mutually acceptable to, the Company and the Employee. In the event that the parties cannot agree
to the appointment of a mutually acceptable arbitrator, the subject dispute shall be resolved by final and binding arbitration
before one or more arbitrators designated by the American Arbitration Association in St. Petersburg, Florida, unless mutually
agreed to otherwise. The award of any of such arbitrator(s) may be enforced in any court of competent jurisdiction.


 


8.Assignment.


 


(a)The
Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns, and no other person or entity shall have any right to rely on the
Agreement or to claim or derive any benefit herefrom absent the express written consent
of the party to be charged with such reliance or benefit.


 


(b)The
Employee may not assign or otherwise transfer any of their obligations or duties hereunder to any other person, firm or corporation,
it being understood and agreed that the Agreement is intended to be for the personal services of the Employee only and of no other
person.


 


(c)The
Company shall have the right, at any time and from time to time, to cause any payments required hereunder to be made by any subsidiary
of the Company. Furthermore, the Company may assign the Agreement to any successor-in-interest who may acquire, whether by direct
purchase, sale of securities, merger or consolidation, the assets, business or properties of the Company; provided that no such
assignment shall relieve the Company of its duties and obligations to the Employee hereunder, without the prior written consent
of the Employee.


 





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IN
WITNESS WHEREOF, the parties hereto have executed the Agreement on and as of the date first set forth above and employment commences
as described on Page 1.


 





	 	 



 





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