ex331.htm


    Exhibit
10.1

     

    
 

    EXECUTIVE EMPLOYMENT
AGREEMENT

     

         The
Executive Employment Agreement (the Agreement) is effective as of September 17,
2008 (the Effective Date) and is between Gen2Media Corp, a Nevada Corp. (the
Company) and James S. Byrd, Jr. (the Employee).

     

    RECITALS:

     

                WHEREAS,
the Company desires that the Employee become the Chairman and Chief Executive
Officer of the Company.

     

                WHEREAS,
the Employee desires to accept such role under the terms hereof.

     

    NOW,
THEREFORE, in consideration of the promises and mutual agreements herein set
forth, the parties hereby agree as follows:

     

    1.           Term
of Employment. The period of employment of Employee by the Company under the
Agreement (the Employment Period) shall be deemed to have commenced on the
Effective Date and shall terminate in accordance with Section 6, however, if not
terminated sooner, shall continue until December 31, 2011.

     

    2.           Duties.

     

    (a)
During his employment by the Company, the Employee shall perform such duties as
are customary and typical by an officer of a publicly traded company, and shall
discharge such duties in a professional and diligent manner at all times, to the
best of his abilities. Employees employment shall also be subject to the
policies maintained and established by the Company, if any, as the same may be
amended from time to time. Unless otherwise agreed by the Company and Employee,
Employees principal place of business with the Company shall be in Central
Florida. Employee acknowledges and agrees that Employee owes a fiduciary duty of
loyalty, fidelity and allegiance to act at all times in the best interests of
the Company and to do no act that would injure the business, interests, or
reputation of the Company or any of its Affiliates. In keeping with these
duties, Employee shall make full disclosure to the Board of Directors of all
business opportunities pertaining to the business of the Company or its
Affiliates and should not appropriate for Employees own benefit business
opportunities that fall within the scope of the businesses conducted by the
Company and its Affiliates. The Company recognizes that Employee has a number of
other business interests, and investments, and is also a consultant to, investor
in and board member of several other Companies, and Employee will continue to
devote a portion of his time to these other business interests, and therefore
will not devote 100% of his time to the Company. However, Employee will devote
such time and effort as is reasonably necessary to fulfill his duties
hereunder.

     

    (b)
Executive shall serve as a Director of the Company.

     

    3.           Compensation.

     

    (a)           Salary.
The Company shall pay to Employee a base salary of $350,000 per year, plus any
bonuses and/or stock options as granted from time to time in the sole discretion
of the Board of Directors. At such time as the Company begins trading publicly
on a major exchange like Nasdaq of the American Stock Exchange, Employees salary
shall be increased to $400,000 per year, plus applicable bonuses. Until such
time as the Company has raised at least $1 million of capital, Employee may
defer up to 50% of the base salary.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (b)           Health
Insurance. As additional compensation for the Employee, the Company shall
provide or maintain the medical and health insurance benefits on the same terms
and conditions as are made available to all employees of the Company
generally.

     

    (c)           Stock
Options. The Company hereby grants to Employee the option to purchase 4,000,000
(Four Million) shares of the common stock of the Company at the price recently
offered by the Company to private investors, 10 cents per share. These options
are deemed fully earned at the time of execution of this Agreement, and may be
exercised at any time by Employee with written notice to the Company. Employee
may exercise these options in a cashless manner at his option, and these options
are not a part of any qualified stock option plan that may be established by the
Company from time to time.

     

    4.           Vacation.
Employee shall be entitled to 4 weeks paid vacation per year in accordance with
the Companys standard Paid Time Off policies during each year of his employment
under the Agreement.

     

    5.           Reimbursement
For Expenses. The Company shall reimburse the Employee within 30 days of the
submission of appropriate documentation, and in no event later than the last day
of the calendar year following the year in which an expense was incurred, for
all reasonable and approved travel and entertainment expenses and other
disbursements incurred by him for or on behalf of the Company in the course and
scope of his employment under the Agreement. The Company shall also provide up
to $200 per month of reimbursement for cellular phone service.

     

    6.           Termination
of Agreement.

     

               (a)           Death.
The Agreement shall automatically terminate upon the death of
Employee.

     

               (b)           Disability.
If, as a result of Employees incapacity due to physical or mental illness,
Employee shall have been substantially unable, either with or without reasonable
accommodation, to perform his duties hereunder for an entire period of six (6)
consecutive months, and within thirty (30) days after written Notice of
Termination is given after such six (6) month period, Employee shall not have
returned to the substantial performance of his duties on a full-time basis, the
Company shall have the right to terminate Employees employment hereunder for
Disability, and such termination in and of itself shall not be, nor shall it be
deemed to be, a breach of the Agreement. Any dispute between the Employee and
the Company regarding whether Employee has a Disability shall be determined in
writing by a qualified independent physician mutually acceptable to the Employee
and the Company. If the Employee and the Company cannot agree as to a qualified
independent physician, each shall appoint a physician and those two physicians
shall select a third who shall make such determination in writing. The
determination of Disability made in writing to the Company and Employee shall be
final and conclusive for all purposes of the Agreement. Employee acknowledges
and agrees that a request by the Company for such a determination shall not be
considered as evidence that the Company regarded the Employee as having a
Disability.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

               (c)           Termination
By Company For Cause. The Company may terminate the Agreement upon written
notice to Employee at any time for Cause in accordance with the procedures
provided below;

     

               (d)           For
purposes of the Agreement, Cause shall mean:

     

                          (i)           the
material breach of any provision of the Agreement by Employee which has not been
cured within five business (5) days after the Company provides notice of the
breach to Employee; provided, however, if the act or omission that is the
subject of such notice is substantially similar to an act or omission with
respect to which Employee has previously received notice and an opportunity to
cure, then no additional notice is required and the Agreement may be terminated
immediately upon the Companys election and written notice to
Employee);

     

                          (ii)           the
entry of a plea of guilty or judgment entered after trial finding Employee
guilty of a crime punishable by imprisonment in excess of one year involving
moral turpitude (meaning a crime that includes the commission of an act of gross
dishonesty or bad morals);

     

                          (iii)           willfully
engaging by Employee in conduct that the Employee knows or reasonably should
know is detrimental to the reputation, character or standing or otherwise
injurious to the Company or any of its shareholders, direct or indirect
subsidiaries and Affiliates, monetarily or otherwise;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

                          (iv)          without
limiting the generality of Section 6(d)(i), the breach or threatened breach of
any of the provisions of Sections 8, 9 or 10; or

     

                          (v)           a
ruling in any state or federal court or by an arbitration panel that the
Employee has breached the provisions of a non-compete or non-disclosure
agreement, or any similar agreement or understanding which would in any way
limit, as determined by the Board of Directors of the Company, the Employees
ability to perform under the Agreement now or in the future.

     

               (e)          Termination
By Company Without Cause. The Company may terminate the Agreement at any time,
and for any reason, by providing at least thirty (30) days written notice to
Employee.

     

               (f)           Termination
By Employee With Good Reason. Employee may terminate his employment with good
reason anytime after Employee has actual knowledge of the occurrence, without
the written consent of Employee, of one of the following events (each event
being referred to herein as Good Reason):

     

          (i)           Any
change in the duties or responsibilities (including reporting responsibilities)
of Employee that is inconsistent in any adverse respect with Employees
position(s), duties, responsibilities or status with the Company immediately
prior to such change (including any diminution of such duties or
responsibilities) or (B) an adverse change in Employees titles or offices
(including, membership on the Board of Directors) with the Company;

     

          (ii)           a
reduction in Employees Base Salary or Bonus opportunity;

     

                          (iii)           the
relocation of the Companys principal executive offices out of Central
Florida;

     

                          (iv)           the
failure of the Company to continue in effect any material employee benefit plan,
compensation plan, welfare benefit plan or fringe benefit plan in which Employee
is participating immediately prior to the date of  the Agreement or
the taking of any action by the Company which would adversely affect Employees
participation in or reduce Employees benefits under any such plan, unless
Employee is permitted to participate in other plans providing Employee with
substantially equivalent benefits;

     

                          (v)           any
refusal by the Company to continue to permit Employee to engage in activities
not directly related to the business of the Company which Employee was permitted
to engage in prior to the date of the Agreement;

     

                          (vi)           the
Companys failure to provide in all material respects the indemnification set
forth in the Companys Articles of Incorporation, By-Laws, or any other written
agreement between Employee and Company;

     

                          (vii)           the
failure of the Company to obtain the assumption agreement from any successor
giving rise to a Change of Control as contemplated in Section 10;

     

                          (viii)           any
other breach of a material provision of the Agreement by the
Company.

     

               For
purposes of clauses (iii) through (vi) and (ix) above, an isolated,
insubstantial and inadvertent action taken in good faith and which is remedied
by the Company within ten (10) days after receipt of notice thereof given by
Employee shall not constitute Good Reason. Employees right to terminate
employment with Good Reason shall not be affected by Employees incapacity due to
mental or physical illness and Employees continued employment shall not
constitute consent to, or a waiver of rights with respect to, any event or
condition constituting cause.

     

    7.           Effect
of Termination. Upon the termination of the Agreement, no rights of Employee
which shall have accrued prior to the date of such termination, including the
right to receive any bonus Fully-Earned through the date of such termination,
shall be affected in any way.

     

               (a)           Upon
Death of Employee.  During the Term, if Employees employment is
terminated due to his death, Employees estate shall be entitled to receive the
Base Salary set forth in Section 3 accrued through the date of death and any
bonus Fully-Earned (as herein defined) through the date of such termination;
provided, however, Employees estate shall not be entitled to any other benefits
(except as provided by law or separate agreement). Fully-Earned shall mean that
for purposes of determining whether the Employee shall be entitled to a bonus,
that such Employee shall be treated as if she had been employed through the last
date of the regular period for determining whether or not a bonus is payable in
the standard manner that all such employees are evaluated even though Employee
is no longer employed by the Company, and her eligibility for an incentive
bonus, if any, shall be determined accordingly. Further, a surviving spouse of
Employee shall be eligible for continuation of family benefits pursuant to
Section 3(c) subject to compliance with Plan provisions at the full premium rate
(Company plus employee portion) for a one year period after the date of
termination.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

               (b)           
For Disability; By Company Without Cause; By Employee with Good
Reason.

     

               If
the Agreement is terminated under Section 6 (b), (e) or (f):

     

                          (i)           Employee
shall be entitled to receive her Base Salary set forth in Section 3 accrued
through the date of such termination and any bonus Fully-Earned through the date
of such termination, and shall receive a severance equal to 12 months salary,
paid out in 12 equal monthly installments.

     

                          (ii)           All
unvested stock options and restricted stock grants previously awarded to
Employee by the Company or shall remain in full force and effect as if no
termination had occurred, and

     

                          (iii)           Employee
may have against any of them, to the extent such claims arise from Employees
employment hereunder, and any revocation period with respect to such release
have expired, prior to the six month anniversary of the date of such
termination, and

     

                          (iv)           
Employee shall no longer be bound by the prohibitions contained in Section 9.3
and 9.4.2 hereof prohibiting Employee from engaging or having any interests in,
directly or indirectly, in a competitive business or soliciting employees;
provided, however, Employee shall remain bound by the further prohibition
contained in Section 9.4.1, and

     

                          (v)           
Except as provided for in the Section 7(b), Employee shall not have any rights
which have not previously accrued upon termination of the
Agreement.

     

               (c)           By
Company With Cause. In the event of termination of Employees employment Section
6t(c) Employee shall be entitled to receive the Base Salary and benefits set
forth in Section 3 accrued through the date of termination, and she shall not be
entitled to any other benefits (except as required by law).

     

    8.           Confidential
Information.

     

               (a)           
The Company shall disclose to Employee, or place Employee in a position to have
access to or develop, trade secrets or confidential information of Company or
its Affiliates; and/or shall entrust Employee with business opportunities of
Company or its Affiliates; and/or shall place Employee in a position to develop
business good will on behalf of Company or its Affiliates.

     

               (b)           The
Employee acknowledges that in his employment hereunder she occupies a position
of trust and confidence and agrees that he will treat as confidential and will
not, without prior written authorization from the Company, directly or
indirectly, disclose or make known to any person or use for her own benefit or
gain, the methods, process or manner of accomplishing the business undertaken by
the Company or its Affiliates, or any non-public information, plans, formulas,
products, trade secrets, marketing or merchandising strategies, or confidential
material or information and instructions, technical or otherwise, issued or
published for the sole use of the company, or information which is disclosed to
the Employee or in any acquired by him during the term of the Agreement, or any
information concerning the present or future business, processes, or methods of
operation of the Company or its Affiliates, or concerning improvement,
inventions or know how relating to the same or any part thereof, it being the
intent of the Company, with which intent the Employee hereby agrees, to restrict
him from disseminating or using for her own benefit any information belonging
directly or indirectly to the Company which is unpublished and not readily
available to the general public.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

               (c)           
The confidentiality obligations set forth in (a) and (b) of the Section 8 shall
apply during Employees employment and for a period of one year after termination
of employment.

     

               (d)           All
information, ideas, concepts, improvements, discoveries, and inventions, whether
patentable or not, that are conceived, made, developed or acquired by Employee,
individually or in conjunction with others, during Employees employment with
Company (whether during business hours or otherwise and whether on the premises
of the Company or one of its Affiliate or otherwise) that relate to the
business, products or services of the Company or any of its Affiliates shall be
disclosed to the Board of Directors and are and shall be the sole and exclusive
property of the Company or such Affiliate. Moreover, all documents, drawings,
memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, e-mail, voice mail, electronic data bases,
maps and all other writings and materials of any type embodying any such
information, ideas, concepts, improvements, discoveries and inventions are and
shall be the sole and exclusive property of the Company. Upon termination of
Employees employment by the Company, for any reason, Employee promptly shall
deliver the same, and all copies thereof, to the Company.

     

               (e)           
If, during Employees employment by the Company, Employee creates any work of
authorship fixed in any tangible medium of expression that is the subject matter
of copyright (such as video tapes, written presentations, or acquisitions,
computer programs, e-mail, voice mail, electronic data bases, drawings, maps,
architectural renditions, models, manuals, brochures or the like) relating to
the Companys business, products or services, whether such work is created solely
by Employee or jointly with others (whether during business hours or otherwise
and whether on the Companys premises or otherwise), the Company shall be deemed
the author of such work if the work is prepared by Employee in the scope of
Employees employment.

     

    9.           Restrictive
Covenants

     

    9.1           For
the purposes of the Section, the following words have the following
meanings:

     

               9.1.1                      
Company Services means any services (including but not limited to technical and
product support, technical advice, underwriting and customer services) supplied
by the Company or its Affiliates in the Media  business;

     

               9.1.2                      
Confidential Information has the meaning ascribed thereto in Section
9;

     

               9.1.3                      
Customer means any person or firm or company or other organization whatsoever to
whom or which the Company supplied Company Services during the Restricted Period
and with whom or which, during the Restricted Period:

     

    (a)           
The Employee had material personal dealings pursuant to her employment;
or

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

                   
(b)           Any
employee who was under the direct or indirect supervision of the Employee had
material personal dealings pursuant to their employment.

     

               9.1.4                      
Prospective Customer means any person or firm or company or other organization
whatsoever with whom or which the Company or its Affiliates shall have had
negotiations or material discussions regarding the possible distribution, sale
or supply of Company Services during the Restricted Period and with whom or
which during such period:

     

    (a)  the
Employee shall have had material personal dealings pursuant to her employment;
or

     

    (b)  any
employee who was under the direct or indirect supervision of the Employee shall
have had material personal dealings pursuant to their employment;
or

     

    (c)  the
Employee was directly responsible in a client management capacity on behalf of
the Company.

     

               9.1.5                      Restricted
Area means:

     

               (a)  any
geographic area in which the Company or Affiliates provided Restricted Services
and for which the Employee was responsible in the 12 months preceding the date
of Employees termination of employment by the Company.

     

               9.1.6                      
Restricted Employee means any person who on the date of Employees termination of
employment by the Company was at the level of director, manager, underwriter or
salesperson with whom the Employee had material contact or dealings in the
course of her Employment during the Restricted Period;

     

               9.1.7                      
Restricted Period means the period of 12 months ending on the last day of the
Employees employment with the Company or, in the event that no duties were
assigned to the Employee or the Employee was placed upon garden leave, the 12
months immediately preceding the last day on which the Employee carried out any
duties for the Company;

     

               9.1.8   Restricted
Services means Company Services or any services of the same or of a similar
kind.

     

    9.2           
The Employee recognizes that, whilst performing his duties for the Company, she
will have access to and come into contact with trade secrets and confidential
information belonging to the Company and its Affiliates and will obtain personal
knowledge of and influence over its or their customers and/or employees. The
Employee therefore agrees that the restrictions set out in the Section are
reasonable and necessary to protect the legitimate business interests of the
Company and its Affiliates both during and after the termination of her
employment.

     

    9.3           
The Employee hereby undertakes with the Company that she will not during his
employment with the Company and for the period of twelve months after she ceases
to be employed by the Company whether by himself through her employees or agents
or otherwise howsoever and whether on her own behalf or on behalf of any other
person, firm, company or other organization, directly or
indirectly:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

       9.3.1                      
in competition with the Company or its Affiliates within the Restricted Area, be
employed or engaged or otherwise interested in the business of researching into,
developing, underwriting, distributing, selling, supplying or otherwise dealing
with Restricted Services; or

     

               9.3.2                      
in competition with the Company or its Affiliates, accept orders or facilitate
the acceptance of any orders or have any business dealings for Restricted
Services from any Customer or Prospective Customer; or

     

               9.3.3                      
employ or otherwise engage in the business of or be personally involved to a
material extent in employing or otherwise engaging in the business of
researching into, developing, distributing, selling, supplying or otherwise
dealing with Restricted Services, any person who was during the Restricted
Period employed or otherwise engaged by the Company and who by reason of such
employment or engagement is reasonably likely to be in possession of any trade
secrets or Confidential Information relating to the business of the
Company.

     

    9.4           The
Employee hereby undertakes with the Company that she shall not during her
employment with the Company and for the period of 24 months
after  Employee ceases to be employed by the Company without the prior
written consent of the Company whether by himself through her employees or
agents or otherwise howsoever and whether on her own behalf or on behalf of any
other person, firm, company or other organization directly or
indirectly:

     

               9.4.1                      in
competition with the Company, solicit business from or endeavor to entice away
or canvass any Customer or Prospective Customer if such solicitation or
canvassing is in respect of Restricted Services;

     

               9.4.2                      solicit
or induce or endeavor to solicit or induce any Restricted Employee to cease
working for or providing services to the Company, whether or not any such person
would thereby commit a breach of contract.

     

    9.5           
The benefit of Sections 9.3 and 9.4 shall be held on trust by the Company for
each of its Affiliates and the Company reserves the right to assign the benefit
of such provisions to any of its Affiliates, in addition such provisions also
apply as though there were substituted for references to the Company references
to each of its Affiliates in relation to which the Employee has in the course of
her duties for the Company or by reason of rendering services to or holding
office in such Affiliate:

     

               9.5.1                      acquired
knowledge of its trade secrets or Confidential Information; or

     

       9.5.2                      had
material personal dealings with its Customers or Prospective Customers;
or

     

               9.5.3                      supervised
directly or indirectly employees having material personal dealings with its
Customers or Prospective Customers but so that references in Section 9 to the
Company shall for the purpose be deemed to be replaced by references to the
relevant Affiliate. The obligations undertaken by the Employee pursuant to the
Section 10.5 shall, with respect to each Affiliate of the Company, constitute a
separate and distinct covenant and the invalidity or unenforceability of any
such covenant shall not affect the validity or enforceability of the covenants
in favor of any other Affiliate or the Company.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    9.6           
The parties agree that the periods referred to in Sections 9.3 and 9.4 above
will be reduced by one day for every day, during which, at the Companys
direction the Employee has been excluded from the Companys premises and has not
carried out any duties.

     

    9.7           While
the restrictions in the Section 9 (on which the Employee has had the opportunity
to take independent advice, as the Employee hereby acknowledges) are considered
by the parties to be reasonable in all the circumstances, it is agreed that if
any such restrictions, by themselves, or taken together, shall be adjudged to go
beyond what is reasonable in all the circumstances for the protection of the
legitimate interests of the Company or its Affiliates but would be adjudged
reasonable if part or parts of the wording thereof were deleted, the relevant
restriction or restrictions shall apply with such deletion(s) as may be
necessary to make it or them valid and effective.

     

    10.           Successors
and Assigns. The Agreement is personal in its nature and neither of the parties
hereto shall, without the consent of the other, assign or transfer the Agreement
or any rights or obligations hereunder, provided, however, that the provisions
hereof shall ensure to the benefit of, and be binding upon, each successor of
the Company, whether by merger, consolidation, acquisition or otherwise, unless
otherwise agreed to by the Employee and the Company.

     

    11.           Notices.
Any notice required or permitted to be given to the Employee pursuant to the
Agreement shall be sufficiently given if sent to the Employee by registered or
certified mail addressed to the Employee at 5132 Fairway Oaks Dr., Windermere,
Fl. 34786, or at such other address as she shall designate by notice to the
Company, and any notice required or permitted to be given to the Company
pursuant to the Agreement shall be sufficiently given if sent to the Company by
registered or certified mail addressed to it at 1030 N. Orange Ave, Ste. 101,
Orlando, Fl. 32801, or at such other address as it shall designate by notice to
the Employee.

     

    12.           Invalid
Provisions. The invalidity or unenforceability of a particular provision of the
Agreement shall not affect the enforceability of any other provisions hereof and
the Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

     

    13.           Amendments
To The Agreement. The Agreement may only be amended in writing by an agreement
executed by both parties hereto.

     

    14.           
Entire Agreement. The Agreement contains the entire agreement of the parties
hereto and supersedes any and all prior agreements, oral or written, and
negotiations between said parties regarding the subject matter contained
herein.

     

    15.           
Applicable Law and Venue. The Agreement is entered into under, and shall be
governed for all purposes, by the laws of the United States; with venue of any
lawsuit between the parties in United States.

     

    16.           
No Waiver. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of the Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent
time.

     

    17.           Severability.
If a Court of competent jurisdiction determines that any provision of the
Agreement is invalid or unenforceable, then the invalidity or unenforceability
of that provision shall not affect the validity or unenforceability
of any other provision of the Agreement, and all other provisions shall remain
in full force and effect.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    18.           Counterparts.
The Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which together will constitute one in
the same agreement.

     

    19.           Withholding
of Taxes and Other Employee Deductions. The Company may withhold from any
benefits and payments made pursuant to the Agreement all federal, state, city
and other taxes as may be required pursuant to any law or governmental
regulation or ruling and any and all other normal employee deductions made with
respect to the Companys employees generally.

     

    In witness whereof, the parties hereto
have executed the Agreement as of the day and year above written.

     

     

    
      
        	Gen2Media
      Corp.     	 	 	Employee:	 
	 	 	 	 	 
	
                By:

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 
	
                 

              	 	 	
                 

              	 


      

    

    


     

     

     

    10