ex-10_1.htm - Generated by SEC Publisher for SEC Filing







 





EXECUTIVE EMPLOYMENT
AGREEMENT


 


This Executive Employment Agreement (the “Agreement”)
is made as of September 1st, 2013, between Indoor Harvest, Corp., (the
"Company") and Chad C. Sykes (the "Executive").


1. Terms of Employment


 


(a) Position. Company hereby employs the Executive as
Chief Executive Officer, and the Executive accepts such employment with Company
subject to the terms and conditions of this Agreement.


 


(b) Duties. Executive shall have such duties and
responsibilities as may be assigned by the Board of Directors not inconsistent
with the position.


 


(c) Dedication. Executive shall devote his full
business time and best efforts to the business and affairs of the Company.


 


(d) Performance. Executive shall faithfully and
diligently perform Executive’s duties in conformity with the directions of the
Company and serve the Company to the best of Executive’s abilities.


 


(e) Permitted Activities. Executive may:


 


(i)     serve on industry, trade, civic or charitable
boards or committees;


(ii)    engage in charitable
activities and community affairs; and


(iii)  manage personal investments, as long as such
activities do not materially interfere with the performance of Executive's
duties and responsibilities.


 


2. Compensation


 


(a) Base
Salary


(i)       Salary.
Executive shall receive a base salary in the amount of $70,0000 ("Base
Salary").


(ii)      Payment.
The Base Salary shall be payable in accordance with the customary payroll
practices of the Company, but in no event less frequently than monthly.


(iii)    Adjustments.
The Base Salary may be increased, or decreased, from time to time during the
term of this Agreement in the sole discretion of the Board of Directors based
on the Company's ability to pay.


(b) Incentive
Compensation. During the term of employment, the Executive shall be
eligible to participate in any equity-based incentive compensation plan or
program adopted by the Board of Directors.


 


 






 







 





 





3. Expenses


(a) Reimbursement.
Company shall pay all reasonable travel, dining and other ordinary, necessary
and reasonable business expenses incurred by the Executive in the performance
of his duties under this Agreement, subject to budget and/or other limitations
or conditions imposed by the Board of Directors.


(b) Substantiation.
The Executive shall, as a condition of any such payment or reimbursement,
submit verification, substantiation and documentation of the nature and amount
of such expenses in accordance with the policies of Company from time to time.


4.
Vacation.


(a) Entitlement.
The Executive shall be entitled to two weeks (14 Days) of vacation leave each
year during the term of this Agreement without any deduction in his
compensation, and at such times within each year as the Executive may
determine, taking into account Company's schedule and the Executive's duties
relative thereto, such vacation leave which shall be forfeited at the end of
each year if not fully utilized in that year.


(b) Vacation
Benefits upon Termination. Upon the termination or expiration of the
Executive's employment by Company under this Agreement, the Executive shall not
be entitled to compensation for any unutilized vacation leave.


5.
Representations and Warranties.
 


The
Company and the Executive respectively represents and warrants to each other
that each respectively is fully authorized and empowered to enter into the
Agreement and that their entering into the Agreement and to each parties'
knowledge the performance of their respective obligations under the Agreement
will not violate any agreement between the Company or the Executive
respectively and any other person, firm or organization or any law or
governmental regulation.


6. Confidential
Information


(a) Obligation.
The Executive agrees to maintain the strict confidentiality of all Confidential
Information during the term of this Agreement and thereafter.


(b) Scope.
For purposes of this Agreement, "Confidential Information" shall mean
all information and materials of Company, and all information and materials
received by Company from third parties (including but not limited to
affiliates, subsidiaries, chapters, and members of Company), which are not
generally publicly available and all other information and materials which are
of a proprietary or confidential nature, even if they are not marked as such.


(c) Survival.
This provision shall survive the termination of this Agreement indefinitely.


7. Intellectual
Property


(a) Ownership.
Executive agrees that  all copyrights, trademarks, patents, and other
intellectual property rights to works or marks arising in from or in connection
with the Executive's employment by Company are
"work made for hire" within the definition of Section 101 of the
Copyright Act (17 U.S.C. 101) and shall remain the sole and exclusive property
of Company.




 







 





 







(c) Assignment
of Interest. To the extent any work product is not deemed to be a work made
for hire within the definition of the Copyright Act, Executive with effect from
creation of any and all work product, hereby assigns, and agrees to assign, to
Company all right, title and interest in and to such work product, including
but not limited to copyright, all rights subsumed thereunder, and all other
intellectual property rights, including all extensions and renewals thereof.


(d) Moral
Rights. Executive also agrees to waive any and all moral rights relating to
the work product, including but not limited to, any and all rights of
identification of authorship and any and all rights of approval, restriction or
limitation on use, and subsequent modifications.


(e) Assistance.
Executive further agrees to provide all assistance reasonably requested by
Company, both during and subsequent to the Term of this Agreement, in the
establishment, preservation and enforcement of Company's rights in the work
product.


(f) Return
of Property. Upon the termination of this Agreement, Executive agrees to
deliver promptly to Company all printed, electronic, audio-visual, and other
tangible manifestations of work product, including all originals and copies
thereof.


8. Non-Competition


(a) Restrictions.
During the term of this Agreement and for a period of 5 years immediately
following the termination of this Agreement, Executive shall not, directly or
indirectly, without the prior written consent Company, own, manage, operate,
join, control, finance or participate in the ownership, management, operation,
control or financing of, or be connected as an officer, director, employee,
partner, principal, agent, representative, or consultant of any Entity engaged
in the Restricted Business.


(b) Exceptions.
Executive shall not be deemed to be in contravention of the foregoing if
Employee participates as a passive investor holding up to 1% of the equity
securities of an Entity engaged in the Restricted Business, which securities
are publicly traded.


9. Non-Solicitation. 


During
the term of this Agreement and for 5 years after any termination of this
Agreement, Executive will not, without the prior written consent of the
Company, either directly or indirectly, on Executives' own behalf or in the
service or on behalf of others, solicit or attempt to solicit, divert or hire
away any person employed by the Company, or any customer of the Company.


10. Non-Disparagement. 


(a) Executive
Obligation. Executive will not at any time, during or after the
Term, disparage, defame or denigrate the reputation, character, image, products
or services of the Company, or of any of its Affiliates, or, any of its or its
Affiliate s directors, officers, stockholders, members, employees or agents.


(b) Company
Obligation. The Company will not, except as may be required by law, issue
any official press release or statement which is intended to disparage
Executive.






 







 





 





11. Acknowledgement. 


Executive
expressly acknowledges that the covenants of this Agreement are supported by
good and adequate consideration, and that such covenants are reasonable and
necessary in terms of duration, scope and geographic area to protect the
legitimate business interests of Company.


12.
Term of Employment


(a)
Initial Term. The
term of the Executive's employment under this Agreement shall commence on the
Effective Date and continue until September 1st, 2014 (the "Term"),
unless his employment is sooner terminated by the Board of Directors.


(b)
Automatic Renewal. Commencing
on September 1st and on each anniversary of that date thereafter, the Term
shall be extended for an additional one year period.


(c)
Notice Not to Renew.
Either party may give notice of the intention not to extend the Term in writing
at least 90 days prior to each such anniversary date.


13.
Termination of Employment


(a)
Termination Upon Death. This
Agreement shall terminate automatically upon the death of the Executive.


(b)
Automatic Termination Upon Disability.
This Agreement shall terminate automatically upon Total Disability of the
Executive.


Total
Disability.
Total Disability means the Executive is unable to perform the duties set forth
in this Agreement for a period of twelve consecutive weeks, or 90 cumulative
business days in any 12-month period, as a result of physical or mental illness
or loss of legal capacity.


(c)
Termination Upon Retirement. The
Executive may voluntarily terminate this Agreement at any time by reason of
Retirement. 


Retirement. Retirement is the cessation
by Executive of all full-time employment of any kind.


(d)
Termination by the Company For Cause. The
Company shall have the right to terminate Executive's employment under this
Agreement at any time for Cause, which termination shall be effective
immediately. Termination for "Cause" shall include termination for:


(i)      material
breach of this Agreement by Executive;


(ii)    intentional
nonperformance or misperformance of such duties, or refusal to abide by or
comply with the reasonable directives of his superior officers, or the
Corporation's policies and procedures;


(iii)   Executive's
gross negligence in the performance of his material duties under this
Agreement;


(iv)   Executive's
willful dishonesty, fraud or misconduct with respect to the business or affairs
of the Corporation, that in the reasonable judgment of the President and/or the
Board of Directors materially and adversely affects the Corporation;






 







 





 





(v)     Executive's
conviction of, or a plea of nolo contendere to, a felony or other crime
involving moral turpitude; or


(vi)   the
commission of any act in direct or indirect competition with or materially
detrimental to the best interests of Corporation that is in breach of Executive
s fiduciary duties of care, loyalty and good faith to Corporation.


Cause
will not, however, include any actions or circumstances constituting Cause
under (i) or (ii) above if Executive cures such actions or circumstances within
30 days of receipt of written notice from Corporation setting forth the actions
or circumstances constituting Cause. In the event Executive's employment under
this Agreement is terminated for Cause, Executive shall thereafter have no
right to receive compensation or other benefits under this Agreement.


(e)
Termination by the Company Without Cause. The Company may, upon a majority vote of the
Board of Directors, terminate the Executive's employment under this Agreement
without Cause at any time upon 90 days prior written notice to the Executive.


(f)
Termination Upon a Change in Control. If the Executive's employment is terminated by the
Company without Cause or by the Executive for Good Reason in connection with or
within one year after Change in Control, the Executive shall be entitled to
Severance Benefits as stated in the Termination Benefits section.


(g)
Change in Control. For
purposes of this Agreement, unless the Board determines otherwise, a Change of
Control of the Company shall be deemed to have occurred at such time as:


(i)       any
person (as the term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act)) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Company representing more than 50% of
the Company s outstanding voting securities or rights to acquire such
securities except for any voting securities issued or purchased under any
employee benefit plan of the Company or its subsidiaries; or


(ii)      any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all of the assets of the Company; or


(iii)    a
plan of liquidation of the Company or an agreement for the sale or liquidation
of the Company is approved and completed; or


(iv)     the
Board determines in its sole discretion that a Change in Control has occurred,
whether or not any event described above has occurred or is contemplated.


14.
Indemnification.  


The
Company shall indemnify the Executive, to the maximum extent permitted by
applicable law and by its certificate of incorporation, against all costs,
charges and expenses incurred or sustained by the Executive in connection with
any action, suit or proceeding to which he may be made a party by reason of
being an officer, director or employee of the Company or of any subsidiary or
affiliate of the Company or any other corporation for which the Executive
serves in good faith as an officer, director, or employee at the Company's
request.






 







 





 





15. General Provisions


 

(a) Entire Agreement.
This Agreement constitutes the entire agreement between the parties, and
supersedes all prior agreements, representations and understandings of the
parties, written or oral.




(b) Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and
the same agreement.




(c) Amendment.
This Agreement may be amended only by written agreement of the parties.




(d) Notices.
All notices permitted or required under this Agreement shall be in writing and
shall be delivered in person or mailed by first class, registered or certified
mail, postage prepaid, to the address of the party specified in this Agreement
or such other address as either party may specify in writing. Such notice shall
be deemed to have been given upon receipt.




(e) Assignment.
This Agreement shall not be assigned by either party without the consent of the
other party.




(f) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of Texas, without regard to its conflict of laws rules.




(g) No Waiver of Rights. A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to operate
as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or
privilege.


 


IN
WITNESS WHEREOF,
this Agreement has been duly executed this 1st day of September, 2013.


 


	
  EXECUTIVE

  
	
   

  
	
  __/s/
  Chad Sykes____________

  
	
  Signature

  
	
   

  
	
  Date:
  __9-1-2013____________