Exhibit 10.1



 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”) is made and entered into effective as of April 20, 2013 by and between STAKOOL
INC. (STKO.OB), a Corporation organized and existing under the laws of the State of Nevada (the “Company”), and Kevin
P. Quirk (“Executive”).


 


RECITALS


 


Executive
developed or co-developed the concept, strategy, direction, and management team for and on behalf of the Company. Executive desires
to continue his employment with the Company, and the Company desires to continue Executive’s employment, on the terms and
subject to the conditions set forth in this Agreement.


 


In
consideration of the mutual promises set forth in this Agreement the parties hereto agree as follows:


 


ARTICLE
I


 


Term
of Employment


 


	1.01	 	Subject
    to the provisions of Article V, and upon the terms and subject to the conditions set forth herein, the Company will employ
    Executive for the period beginning April 20, 2013 (the “Commencement Date”) and ending on April 20, 2015, (the
    “Initial Term”). The Initial Term shall be automatically renewed for successive consecutive one- (1-) year periods
    (each, a “Renewal Term” and the Initial Term and Renewal Term are collectively referred to a the “term of
    employment”) thereafter unless either party sends notice to the other party, not more than 270 days and not less than
    180 days before the end of the then-existing term of employment, of such party’s desire to terminate the Agreement at
    the end of the then-existing term, in which case this Agreement will terminate at the end of the then-existing term. Executive
    will serve the Company during the term of employment.


 


ARTICLE
II


 


Duties


 


2.01
(a) During the term of employment, Executive will:


 


(i)
Promote the interests, within the scope of his duties, of the Company and devote his full working time and efforts to the Company’s
business and affairs;


 


(ii)
Serve as the President, and Chief Executive Officer of the Company, reporting directly to the Chairman of the Board of Directors
of the Company;


 


(iii)
Perform the duties and services consistent with the title and function of such office, including without limitation, those set
forth in the By-Laws of the Company; and


 


(iv)
Serve on the Company’s Board of Directors as ex-officio.


 


(b)
Executive shall serve at the Company’s principal headquarters located in its current offices or those within a twenty (20)
mile radius as determined by the Company’s Board of Directors.


 


(c)
Notwithstanding anything contained in clause 2.01(a)(i) above to the contrary, nothing contained herein or under law shall be
construed as preventing Executive from (i) investing Executive’s personal assets in such form or manner as will not require
any services on the part of Executive in the operation or the affairs of the companies in which such investments are made and
in which his participation is solely that of an investor; (ii) engaging (whether or not during normal business hours) in any other
professional, civic, or philanthropic activities provided that Executive’s engagement does not result in a violation of
his covenants under this Section or Article VI hereof; or (iii) accepting appointments to the boards of directors of other companies
provided that the Board of Directors of the Company reasonably approves of such appointments and Executive’s performance
of his duties on such boards does not result in a violation of his covenants under this Section or Article VI hereof.


 




    	 



    	 



    


 


ARTICLE
III


 


Base
Compensation


 


3.01
The Company will compensate Executive for the duties performed by him hereunder by payment of a base salary at the rate of One
Hundred Sixty Thousand Dollars ($160,000.00) per annum (the “Base”), payable in equal semi-monthly installments, subject
to customary withholding for federal, state, and local taxes and other normal and customary withholding items. The Base will be
increased on January 1 of each year by five percent (5%) per annum (which figure shall act as a surrogate for the service cost
of living increases) over the then-existing Base. It is further understood that other than five thousand dollars ($5,000.00) per
month, the remaining compensation package will accrue until a minimum funding of the Corporation of two hundred and fifty thousand
dollars ($250,000.00). At such time the compensation will be paid on a regular basis and the accrued sums will be deemed due and
payable.


 


3.02
If the Company is unable to make a semi-monthly installment within two months of the date upon which it is due, then interest
shall accrue and be paid on such semi-monthly installment at a rate of 18% per annum.


 


3.03
Bonus. In addition to the Base, the Company shall pay to the Executive a bonus determined by the relationship between the
Company’s annual performance and an annual target performance set each year by mutual agreement between the Company and
the Executive as follows:


 


	%
    of Target	>150%	149-120%	119-100%	99-80%	79-60%	Under
    60%
	%
    of Base Salary	150%	149-120%	119-100%	60%	30%	0%


 


ARTICLE
IV


 


Reimbursement
and Employment Benefits


 


4.01
Health and Other Medical. Executive shall be eligible to participate in all health, medical, dental, and life insurance
employee benefits as are available from time to time to other key executive employees (and their families) of the Company, including
a Life Insurance Plan, Medical and Dental Insurance Plan, and a Long Term Disability Plan (the “Plans”), the terms
of which are set forth on Schedule 4.01. The Company shall pay all premiums with respect to such Plans. To the extent that such
reimbursement is deemed to be includable in Executive’s gross income, the Company shall pay to the Executive the Tax Effect
(as defined herein) of such sum (e.g., if the reimbursement is $1000.00, then the Company would pay to the Executive the sum of
$666.67, which is $1000 divided by the Tax Effect (assuming a 40% rate), and subtracting the amount reimbursed). “Tax Effect”
shall mean the quotient of the amount reimbursed divided by 0.54.


 




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4.02
Vacation. Executive shall be entitled to five (5) weeks of vacation and twelve (12) personal days per year, to be taken
in such amounts and at such times as shall be mutually convenient for Executive and the Company. Any time not taken by Executive
in one year shall be carried forward to subsequent years. If all such vacation and personal time to which Executive is entitled
is not taken by Executive before the termination of this Agreement, Executive shall be entitled to be reimbursed upon termination
(for any reason) for such lost time in accordance with the Base then in effect.


 


4.03
Performance-Enhancing Items. Executive shall be entitled to receive from the Company (a) an annual car allowance up to
Twelve Thousand Dollars ($12,000.00) per annum, and (b) reimbursement by the Company for home office expenses including without
limitation the purchase and maintenance of a home computer with linkup facilities to the Company, a home facsimile, printer and
scanner, interconnection of two telephone or cable connections to the Internet, laptop computer, portable mobile phone, together
with any charges for the use thereof. To the extent that any and all such reimbursements or payments by the Company are includable
in Executive’s gross income, then the Company shall, on or before April 1 of the year after the payment is made, pay the
Tax Effect thereof to the Executive.


 


4.04
Reimbursable Expenses. The Company shall in accordance with its standard policies in effect from time to time reimburse
Executive for all reasonable out-of-pocket expenses actually incurred by him in the conduct of the business of the Company including
business class air travel for flights of 4 hours or more, quality hotels and rental cars, entertainment and similar executive
expenditures provided that Executive submits all substantiation of such expenses to the Company on a timely basis in accordance
with such standard policies.


 


4.05
Savings Plan. Executive will be eligible to enroll and participate, and be immediately vested in, all Company savings and
retirement plans, including any 401(k) plans. To the extent permissible by law, the Company shall match in cash fifty percent
(50%) of all of Executive’s contributions to such plan or plans. To the extent that any and all such reimbursements or payments
by the Company are includable in Executive’s gross income, then the Company shall, on or before April 1 of the year after
the payment is made, pay the Tax Effect thereof to the Executive.


 


4.06
Life Insurance. The Company shall pay all premiums for Executive to receive on his life (a) term life insurance premiums
paid by Executive on his own life, provided that the life insurance proceeds do not exceed 300% of Executive’s previous
year’s Base and Bonus and (b) split dollar life insurance in the face amount of $1 million, it being understood that Executive
may designate the beneficiary (or beneficiaries) of such policies. To the extent that any and all such reimbursements or payments
by the Company are includable in Executive’s gross income, then the Company shall, on or before April 1 of the year after
the payment is made, pay the Tax Effect thereof to the Executive.


 


4.07
Directors and Officers Liability Insurance. The Company will provide liability insurance coverage protecting Executive
and his estate, to the extent permitted by law against suits by fellow employees, shareholders and third parties and criminal
and regulatory investigations arising out of any alleged act or omission occurring with the course and scope of Executive’s
employment with the Company. Such insurance will be in an amount not less than two million dollars.


 


4.08
Financial Planning. The Company shall reimburse Executive for all legal, and accounting costs, fees, and expenses incurred
each year by Executive in connection with (a) income tax preparation and (b) estate planning, provided that the aggregate annual
expenses to be reimbursed shall not exceed Ten Thousand Dollars ($10,000.00). To the extent that any and all such reimbursements
or payments by the Company are includable in Executive’s gross income, then the Company shall, on or before April 1 of the
year after the payment is made, pay the Tax Effect thereof to the Executive.


 


4.09
Legal Costs. The Company shall reimburse Executive for all of his reasonable legal costs, fees, and expenses incurred in
connection with the preparation and negotiation of this Agreement, such reimbursable sum of fees not to exceed Five Thousand Dollars
($5,000.00). To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s
gross income, then the Company shall, on or before April 1 of the year after the payment is made, pay the Tax Effect thereof to
the Executive.


 




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4.10
Outplacement. In the event of the termination of this Agreement for any reason except for Cause, the Company shall pay
the reasonable costs of an outplacement agency designated by Executive for a one- (1-) year period.


 


ARTICLE
V


 


Termination


 


5.01
Automatic. This Agreement shall be automatically terminated upon the first to occur of the following (a) the Company’s
termination pursuant to section 5.02, (b) the Executive’s termination pursuant to section 5.03 or (c) the Executive’s
death.


 


5.02
By the Company. This Agreement may be terminated by the Company upon written notice to the Executive upon the first to
occur of the following:


 


(a)
Disability. Upon the Executive’s Disability (as defined herein). The term “Disability” shall mean the
Executive’s absence from work due to a physical or mental illness or disability for a consecutive period of one hundred
eighty (180) days in any one (1) year period.


 


(b)
Cause. Upon the Executive’s commission of Cause (as defined herein). The term “Cause” shall mean the
following:


 


(i)
Any willful violation by Executive of any material provision of this Agreement (including without limitation Sections 6.01 and
6.02 hereof) causing demonstrable and serious injury to the Company, upon written notice of same by the Company describing in
detail the breach asserted and stating that it constitutes notice pursuant to this Section 5.02(b)(i), which breach, if capable
of being cured, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds
with due diligence not later than ten (10) days after such notice to cure such breach;


 


ii)
Embezzlement by Executive of funds or property of the Company;


 


(iii)
Fraud or willful misconduct on the part of Executive in the performance of his duties as an employee of the Company, or gross
negligence on the part of Executive in the performance of his duties as an employee of the Company causing demonstrable and serious
injury to the Company, provided that the Company has given written notice of such breach which notice describes in detail the
breach asserted and stating that it constitutes notice pursuant to this Section 5.02(b)(iii), and which breach, if capable of
being cured, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds with
due diligence not later than ten (10) days after such notice to cure such breach; or


 


(iv)
A felony conviction of Executive under the laws of the United States or any state (except for any conviction based on a vicarious
liability theory and not the actual conduct of the Executive).


 


Upon
a termination for Cause, the Company shall pay Executive his Base and benefits including vacation pay through the date of termination
of employment; and Executive shall receive no severance under this Agreement.


 




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5.03
By the Executive. This Agreement may be terminated by the Executive upon written notice to the Company upon the first to
occur of the following:


 


(a)
Change in Control. Upon the occurrence of a “Change in Control” (as defined herein) of the Company. The term
“Change in Control” shall mean any of the following: (i) a replacement of more than one half of the Board of Directors
of the Company, (ii) a sale of more than one half of the voting securities of the Company (or the entity ultimately owning or
controlling such Company) or the sale or exchange of all or substantially all of the assets of either such Company, (iii) a merger
or consolidation involving either such entity where the entity is not the survivor in such merger or consolidation (or the entity
ultimately owning or controlling such entity), (iv) a liquidation, winding up, or dissolution of either such entity or (v) an
assignment for the benefit of creditors, foreclosure sale, voluntary filing of a petition under the Bankruptcy Reform Act of 1978,
or an involuntary filing under such act which filing is not stayed or dismissed within 45 days of filing.


 


(b)
Constructive Termination. Upon the occurrence of a “Constructive Termination” (as defined herein) by the Company.
The term “Constructive Termination” shall mean any of the following:


 


(i)
Any breach by the Company of any material provision of this Agreement, including, without limitation, the assignment to the Executive
of duties inconsistent with his position specified in Section 2.01 hereof or any breach by the Company of such Section, which
is not cured within 60 days after written notice of same by Executive, describing in detail the breach asserted and stating that
it constitutes notice pursuant to this Section 5.03;


 


(ii)
Relocation of Executive’s offices in excess of 20 miles from its current headquarters office location; or


 


(iii)
A substantial and continued reduction in the level of support, services, staff, secretarial resources, office space, and accoutrements
below that which is reasonably necessary for the performance of Executive’s duties hereunder, consistent with that of other
key executive employees.


 


5.04
Consequences of Termination. Upon any termination of Executive’s employment with the Company, except for a termination
for Cause, the Executive shall be entitled to (a) a payment equal to the greater of (i) three (3) years or (ii) the length of
the remaining term hereof worth of the then-existing Base and the last year’s Bonus (the “Severance”) and (b)
retain the benefits set forth in Article IV for the balance of the term. If the Severance is equal to the amount set forth in
clause (ii), the Company shall also pay to Executive in a timely fashion any excise and other penalties and taxes as a result
of section 280G of the Internal Revenue Code of 1986 as amended (or such replacement or successor provision and applicable state
law counterpart). The Severance shall be paid, at Executive’s option, either (x) in a lump sum upon termination with such
payments discounted by the U.S. Treasury rate most closely comparable to the applicable time period left in the Agreement or (y)
as and when normal payroll payments are made (except in the case of the Bonus which shall be payable in a lump sum between January
1 and January 10 of each year).


 


ARTICLE
VI


 


Covenants


 


6.01
Executive shall treat as confidential and keep secret the affairs of the Company and shall not at any time during the term of
employment or for a period of five years thereafter, without the prior written consent of the Company, divulge, furnish, or make
known or accessible to, or use for the benefit of, anyone other than the Company and its subsidiaries and affiliates any information
of a confidential nature relating in any way to the business of the Company or its subsidiaries or affiliates or their clients
and obtained by him in the course of his employment hereunder; provided, however, that confidential information of the
Company shall not include any information known or available generally to the public (other than as a result of unauthorized disclosure
by Executive).


 


6.02
All records, papers, and documents kept or made by Executive relating to the business of the Company or its subsidiaries or affiliates
or their clients shall be and remain the property of the Company.


 




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6.03
Following the termination of Executive’s employment hereunder for any reason except for those set forth in section 5.03
in which event this section is inapplicable, Executive shall not for a period of twelve (12) months from such termination, solicit
any employee of the Company to leave such employ to enter the employ of Executive or of any person, firm, or Company with which
Executive is then associated (except solicitation by general means such as newspapers).


 


6.04
If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope, or area restriction
of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration,
scope, or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope, or area.


 


6.05
Executive acknowledges that any breach by him of the provisions of this Article VI of this Agreement shall cause irreparable harm
to the Company and that a remedy at law for any breach or attempted breach of Article VI of this Agreement will be inadequate,
and agrees that, notwithstanding Article VIII hereof, the Company shall be entitled to exercise all remedies available to it,
including specific performance and injunctive and other equitable relief, in the case of any such breach or attempted breach.


 


6.06
The Company represents and warrants that this Agreement has been duly authorized, executed, and delivered on behalf of the Company
and that this Agreement represents the legal, valid, and binding obligation of the Company and does not conflict with any other
agreement binding on the Company.


 


ARTICLE
VII


 


Assignment


 


7.01
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company without relieving the
Company of its obligations hereunder. Neither this Agreement nor any rights hereunder shall be assignable by Executive and any
such purported assignment by him shall be void.


 


ARTICLE
VIII


 


Entire
Agreement


 


8.01
This Agreement constitutes the entire understanding between the Company and Executive concerning his employment by the Company
or subsidiaries and supersedes any and all previous agreements between Executive and the Company or any of its affiliates or subsidiaries
concerning such employment, and/or any compensation, bonuses or incentives. Each party hereto shall pay its own costs and expenses
(including legal fees) except as otherwise expressly provided herein incurred in connection with the preparation, negotiation,
and execution of this Agreement. This Agreement may not be changed orally, but only in a written instrument signed by both parties
hereto.


 


ARTICLE
IX


 


Applicable
Law; Miscellaneous


 


9.01
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All actions brought to
interpret or enforce this Agreement shall be brought in courts located in Cobb County, Georgia.


 


9.02
In addition to all other rights and benefits under this Agreement, each party agrees to reimburse the other for, and indemnify
and hold harmless such party against, all costs and expenses (including attorney’s fees) incurred by such party (whether
or not during the term of this Agreement or otherwise), if and to the extent that such party prevails on or is otherwise successful
on the merits with respect to any action, claim, or dispute relating in any manner to this Agreement or to any termination of
this Agreement or in seeking to obtain or enforce any right or benefit provided by or claimed under this Agreement, taking into
account the relative fault of each of the parties and any other relevant considerations.


 




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9.03
The Company shall indemnify and hold harmless Executive to the full extent authorized or permitted by law with respect to any
claim, liability, action, or proceeding instituted or threatened against or incurred by Executive or his legal representatives
and arising in connection with Executive’s conduct or position at any time as a director, officer, employee, or agent of
the Company or any subsidiary thereof. The Company shall not change, modify, alter, or in any way limit the existing indemnification
and reimbursement provisions relating to and for the benefit of its directors and officers without the prior written consent of
the Executive, including any modification or limitation of any directors and officers liability insurance policy.


 


9.04
No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed a continuing waiver or a waiver of any similar
or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have been made by either party hereto which are not
set forth expressly in this Agreement.


 


9.05
The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force and effect.


 


9.06
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and all of which together
shall constitute one and the same instrument.


 


9.07
The section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.


 


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


 


	 	STAKOOL,
    INC.
	 	 
	 	By:	/s/
     Joseph C. Canouse
	 	 	Joseph
    C. Canouse
	 	 	Chairman
	 	 	 
	 	 	/s/
    Kevin P. Quirk
	 	 	Kevin
    P. Quirk


 








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