ex108.htm


    Exhibit
      10.8

     

    EXECUTIVE
      EMPLOYMENT
      AGREEMENT

    This
      Executive Employment Agreement
      ("Agreement") is made this 29 day of June, 2006 by and
      between Sun Energy Solar, Inc., a
      Delaware corporation with offices located at 1358 Fruitville Rd., Suite 209,
      Sarasota, Florida, 34236 (the "Company") and Carl L-Smith, residing at 847
      MacEwen Drive, Osprey, Florida 34229 (“Executive).

    


    WHEREAS,
      the Company has created certain
      intellectual property ('"Intellectual Property"), is pursuing patents for some
      of such Intellectual Property and is developing products ("Products") based
      on
      the Intellectual Property (the "Business Venture");

    


    WHEREAS,
      the Company desires to engage
      Executive as its Chief Executive Officer;

    


    NOW
      THEREFORE, in consideration of the
      mutual covenants hereinafter contained, the parties hereto agree as
      follows:

    


    AGREEMENT:

    1.
Employment;
      Duties.
The Company shall employ
      Executive as Chief Executive Officer and Executive accepts such employment
      under
      the terms and conditions set forth in this Agreement. Executive's duties shall
      be consistent with those of a Chief Executive as defined from time to time
      by the
      Cmpany's Board of Directors (the
      "Board").

    


    2.
Full-Time
      Best
      Efforts.

    (a)
Time
      and Effort.
Executive shall devote
      Executive full professional time and attention to 'the performance of
      Executive's obligations under this Agreement, and shall at all times faithfully,
      industriously and to the best of Executive's ability, experience and talent
      perform all of Executive's obligations hereunder. So long as this Agreement
      is
      in effect, Executive shall not be employed or engaged by any other person or
      firm other than the Company unless otherwise authorized in writing by the
      Board.

    


    (b)
Performance
      Standards; Underperformance. Within 30 days after
      the Effective Date,
      the Company, through its Board of Directors, shall establish performance
      expectations and standards, which shall (i) be reasonably acceptable to
      Executive, (ii) may change from time to time as the needs of the Company change)
      and (iii) shall serve as a basis to evaluate Executive’s performance from time
      to time. Within six months following the Effective Date, and at least annually
      thereafter, the Chief Executive, President and Board of Directors shall meet
      in
      order for the Chief Executive to provide a formal evaluation of Executive’s
      performance. “Underperformance” shall mean Executive's failure to meet some or
      all of the then-current performance expectations and standards, and can be
      the
      basis for a change in job description, salary and benefits, or termination
      of
      Executive's employment under this Agreement.

    


    3.
      Term.
The term of this Agreement
      shall begin on the Effective Date and shall end on the first anniversary of
      the
      Effective Date (the '"Initial Term") unless terminated prior to that date as
      provided herein. Unless 60 days’ advance written notice is given by one party to
      the other regarding termination of Executive’s employment hereunder, at the
      expiration of the Initial Term, and any renewal
      term, the term of this Agreement
      shall automatically extend for an additional one year.

    


    4.
Compensation
      and
      Benefits.
      The Company shall pay
      compensation to Executive consisting of an annual base salary, bonuses and
      other, benefits as described in this Agreement. In addition to the financial
      compensation and benefits set forth below, Executive shall be reimbursed for
      any
      approved business-related expenses and shall receive vacation, sick leave,
      and
      other time off as is customary and usual for executives of Executive's status
      ill the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
Base
      Salary.
Executive's annual base
      salary as of the Effective Date is 2,000,000 shares of restricted common stock.
      Executive's base salary shall be reviewed annually in conjunction with
      Executive's annual performance review and may be adjusted as appropriate in
      light of Executive's performance. Executive's annual base salary shall be paid
      in a manner so as not to violate Section 16(b) short swing profit rules
      resulting in payment back to the Company, and payment shall not be made until
      year of service has been completed.

    


    (b)
Incentive
      Compensation. The Company
      shall pay Executive the following as Incentive Compensation, in addition to
      Base
      Salary:

    


    For
      each year of service during the Term
      of this Agreement, beginning on June 29th,
      2007,including extensions,
      Executive shall be entitled to receive two million (2,000,000) shares of
      restricted common stock of the Company. 

    


    (c)
Benefits.
      Executive shall be entitled
      to participate in such insurance, disability, medical, dental, pension, profit
      sharing and retirement plans and other programs as may be made generally
      available from time to time by the Company for the benefit of executives of
      Executive's level or its employees generally (the
      "Benefits").

    


    5.
      Documents and
      Materials. Executive shall
      not (except in the performance of Executive’s duties in the ordinary course of
      business for which Executive is employed by the Company) at any time
      or in any manner make or cause to
      be made any copies, or other reproductions or recordings or any abstracts or
      summaries of any reports, studies, memoranda, correspondence, manuals, records,
      plans or other written, printed, computerized or otherwise recorded materials
      of
      any kind or nature whatsoever belonging to or in the possession of the Company
      or any of its Affiliates. Immediately upon the termination of Executive's
      employment with the Company or at any time upon the request of the Company,
      Executive shall surrender all such material to the Company and execute a
      document acknowledging that Executive has complied with the provisions of this
      Agreement.

    


    6.
      Proprietary Information.
Executive shall not at any time, whether during or after the term of
      this
      Agreement, use for Executive's own benefit or purposes or for the benefit or
      purposes of any other person or entity, or disclose (except in the performance
      of Executive's duties in the ordinary course of business for which Executive
      is
      employed by the Company) in any manner to any person or any entity, any
      Proprietary Information. As used in this agreement, Proprietary Information
      shall mean trade secrets, information) data, know how or knowledge (including,
      but not limited to, that relating to service techniques, purchasing and sales
      organization and methods, inventories) client lists, market development and
      expansion plans, personnel training and development programs and client and
      supplier relationships)) technology, developments, designs, techniques,
      inventions (whether or not patentable or reduced to practice),
      devices, or procedures, whether or not conceived of, created or developed,
      and/or first reduced to practice solely by Executive or jointly by Executive
      and/or Company its employees, subcontractors or agents or any other Discoveries
      (as defined in Section 8) belonging to or relating to the affairs of the Company
      or any of its Affiliates or to the clients of the Company or any of its
      Affiliates; provided, however, that this Section 6 shall not apply to any trade
      secret, information, data, know how Discoveries or knowledge that is
      or
      becomes generally available to the public through no fault or action of
      Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.
Customers
      and
      Vendors. In furtherance of
      and not in limitation of Section 6, Executive acknowledges that the lists of
      the
      Company's and its Affiliates' customers and vendors as they may exist from
      time
      to time constitute a valuable and unique asset of the Company, and Executive
      shall not, during or after the term of Executive's employment, disclose such
      lists or any part there of to any person or entity for any reason whatsoever,
      nor shall Executive use such customer or vendor lists for Executive's own
      benefit or purposes or for the benefit or purposes of any business with whom
      Executive may become associated.

    


    8.
      Discoveries.
Any and all inventions)
      discoveries, improvements, designs, methods, systems, developments, know how,
      ideas, suggestions, devices, trade secrets and processes (collectively,
      "Discoveries"), whether patentable or not, which are discovered, disclosed
      to or
      otherwise obtained by Executive during Executive’s employment with the Company,
      are confidential, proprietary information and are the sole and absolute property
      of the Company. Executive shall immediately disclose and hereby assigns to
      the
      Company all such Discoveries and shall assist the Company in making any
      application in the United States and in foreign jurisdictions for patents of
      any kind
      with respect thereto. Whenever
      requested to do so by the Company, Executive shall execute any and all
      applications, assignments, or other instruments that the Company may deem
      necessary to protect the Company's interest therein. Notwithstanding the fact
      that the Company may request additional assignment and assistance in
      applications, the assignments made in this Section 8 are adequate to cause
      an
      assignment of Executive's interesting Discoveries.

    


    9.
      Works for Hire.
All works and writings
      of a
      professional nature that are produced by Executive during Executive's employment
      with the Company constitute works made for hire and are the sole and absolute
      property of the Company. Executive grants the Company the exclusive right to
      copyright all such works and writings in the United States and in foreign
      jurisdictions. To the extent any such works or writings are deemed to not be
      works for hire, Executive hereby assigns all of interests therein to the Company
      or its nominee. Whenever requested to do so by the Company, Executive shall
      execute any and
      all applications, assignments, or
      other instruments that the Company may deem necessary to protect the Company's
      interest therein. Notwithstanding the fact that the Company may request
      additional assignments and assistances in applications, the assignments made
      in
      this Section 9 are deemed to be adequate to cause an assignment of Executive's
      interest in works or writings.

    


    10.
      Non-Disclosure
      Agreement. The parties
      acknowledge entering into a separate non­disclosure agreement relating to
      the Company’s proprietary information, attached as Exhibit A (Non-Disclosure
      Agreement). The terms of the Non-Disclosure Agreement are incorporated herein
      by
      this reference. In the event of a conflict between the Non-Disclosure Agreement
      and this Agreement, the terms providing greater protection to the Company and
      its proprietary information shall be determinative.

    


    11.
Non-Competition.

     

    (a)
Corporate
      Relationship. Executive
      acknowledges (i) that Executive's employment as a member of the Company's
      executive management team creates a relationship of confidence and trust between
      Executive and the Company with respect to confidential and proprietary
      information applicable to the business of the Company, its Affiliates and its
      clients, and (ii) the highly competitive nature of the business of the Company.
      Accordingly, the Company and Executive agree that the restrictions contained
      in
      this Section 11 are reasonable and necessary for the protection of the immediate
      interests of the Company and that any violation of these restrictions would
      cause substantial injury to the Company.

    


    (b)
Competitive
      Business
      Defined. For purposes of
      this Agreement, the term "Competitive Business" means business which is similar
      to or competitive with the business of the Company with respect to which
      Executive has had direct responsibility.

    


    (c)
Existing
      Client
      Defined. For purposes of
      this Agreement, the term "Existing Client” means a client for whom the Company
      or any of its Affiliates is performing services or market­ing products as of
      the date of the termination of Executive's employment with the Company or for
      whom the Company or any of its Affiliates performed services or marketed
      products within the two­ year period immediately preceding the termination
      of Executive's employment with the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
Noncompetition.
      During Executive’s
      employment with the Company and for a period of one (1) year
      following the termination of
      Executive's employment with the Company for any reason (other than termination
      by Executive for Good Reason during the first twelve (12) months of Executive's
      employment), Executive shall not:

    


    i.
      own, manage, operate, control, have
      any financial interest in, or lend Executive’s name to any person or entity
      engaged in, a Competitive Business or cause others to Or assist others in
      engaging in any Competitive Business in the foregoing
      manner;

    


    ii.
      employ or otherwise engage, or
      attempt to employ or otherwise engage, in or on behalf of Executive or any
      Competitive Business, any person who is employed or engaged as an employee,
      consultant, agent or representative of the Company or any of its Affiliates
      as
      of the date of Executive's termination or at time during the one-year period
      following such termination; or

    


    iii.
solicit
      directly or indirectly on behalf
      of Executive or any Competitive Business, the customer business or account
      of
      any Existing Client.

    


    (e)
Specific
      Enforcement. The foregoing
      covenants shall be specifically enforceable; provided, however, that the
      covenants shall not be construed to prohibit ownership of not more than 5%
      of
      the equity of any publicly held entity engaged in direct competition with the
      Company, so long as the Executive is not otherwise engaged with such entity
      in
      any of the other activities specified in the foregoing
      clauses.

    


    (f)
Severability.
      If any court shall
      determine that any provision of this Section 11 is unreasonable arbitrary or
      against public policy, such covenant will be considered to be divisible with
      respect to scope, time, and geographic area, and such lesser scope, time, or
      geographic area) or all of them, as a court of competent jurisdiction may
      determine to be reasonable, not arbitrary, and not against public policy, will
      be effective, binding, and enforceable against Executive.

    


    (g)
Employability.
      Executive acknowledges
      (i)
      that Executive has sufficient abilities and talents to be able to obtain, upon
      the termination of Executive's employment, comparable employment from another
      business while fully honoring and complying with the above covenants concerning
      confidential information and contacts with the Company’s or any of its
      Affiliates' customers or employees, and (ii) the importance to the Company
      and
      its Affiliates of the above covenants. Accordingly, for a period of one (1)
      year
      following the termination of Executive's employment with the Company and upon
      the Company's reasonable request of Executive, Executive shall advise the
      Company of the identity of Executive's new employer and shall provide a general
      description in reasonable detail, of Executive’s new duties and responsibilities
      sufficient to inform the Company of its need to request a court order to enforce
      the above covenants.

    


    (h)
Remedies.
      The parties acknowledge
      that the damages sustained by the Company or its Affiliates as a result of
      a
      breach of the agreements contained herein will subject the Company or its
      Affiliates to immediate, irreparable harm and damage) the amount of which,
      although substantial, cannot be reasonably ascertained, and that recovery of
      damages at law will not be an adequate remedy. Executive therefore agrees that
      the Company and its Affiliates, in addition to any other remedy they may have
      under this Agreement or at law, shall be entitled to injunctive and other
      equitable relief to prevent or curtail any breach of any provision of this
      Agreement. If an action is instituted to enforce this Agreement or any of the
      terms and conditions hereof, including, but not limited to, suit for preliminary
      injunction, the prevailing party shall be entitled to costs and reasonable
      attorneys' fees. Executive waives any right to the posting of a bond in the
      event of an issuance of a temporary restraining order) preliminary injunction
      or
      permanent injunction upon the issuance of said order by a court of competent
      jurisdiction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.
      Disability. The Company
      may terminate this Agreement upon written notice to Executive if Executive
      is
      physically or mentally incapacitated and unable to perform Executive’s duties
      under this Agreement for a period of (i) any 180 days out of any 360 days,
      if
      the Common Stock of the Company is not then publicly traded, or (ii) 90 out
      of
      any 180 days if the Common Stock of the Company is then publicly traded. If
      at
      any time a question arises as to the incapacity of Executive, then the Company
      shall promptly employ one physician who is a member of the American Medical
      Association and who is reasonably acceptable to Executive to examine Executive
      and determine if Executive's physical or mental condition is such as to render
      Executive unable to perform Executive's duties under this Agreement. The
      decision of the physician shall be certified in writing to the Company, shall
      be
      sent by the Company to Executive or Executive's representative and shall be
      conclusive for purposes of this Agreement. Any compensation payments payable
      to
      Executive hereunder shall be reduced by the amount of any disability payments
      Executive receives as a result of disability policies on which the Company
      has
      paid the premiums.

    


    13.
      Death During Employment.
This Agreement shall terminate upon Executive’s death, and the Company
      shall pay a death benefit equal to Executive’s base monthly salary for the
      balance of the month of Executive's death and for three months following
      Executive's death. Such amounts shall be paid to the beneficiary named in
      writing by Executive, or if none, to Executive’s surviving spouse, or if none,
      to the executors and administrators of Executive's estate and shall be paid
      within 60 days after Executive's death.

    


    14.
      Termination for Other Than for
      Disability or Death.

    (a)
By
      the Corporation.
The Company may terminate
      Executive's employment under this Agreement prior to the expiration of the
      Initial Term or any renewal term as follows:

    


    (i).
immediately
      upon the showing of Cause.
      For purposes of this Agreement “Cause” shall mean (a) Executive's breach of this
      Agreement, if the Executive has been given a reasonable opportunity to cure
      his
      breach (which reasonable opportunity must be granted during the fourteen
      (14)-day period preceding termination of this Agreement); (b) Executive's
      failure to adhere to any written Company policy if the Executive has been given
      a reasonable opportunity to comply with such policy or cure his failure to
      comply (which reasonable opportunity must be granted during the fourteen
      (14)-day period preceding termination of this Agreement); (c) misrepresentation
      or concealment of a material fact for the purpose of securing or maintaining
      employment with the Company; (d) the appropriation (or attempted appropriation)
      of a material business opportunity of the Company, including attempting to
      secure or securing any personal profit in connection with any
      transaction entered into on behalf
      of the Company; (e) the misappropriation (or attempted misappropriation) of
      any of
      the Company's funds or property; (f)
      the conviction of, the indictment for (or its procedural equivalent), or the
      entering of a guilty plea or plea of no contest with respect to, violation
      of a
      securities law or a felony, the equivalent thereof, or any other crime
with respect
      to which imprisonment is a
      possible punishment; (g) violation of the policies of the Company with respect
      to non-discrimination, sexual harassment, or similar policies affecting workers
      and the workplace; or (h) a breach of Sections 6 through
      11 of this
      Agreement.

    


    (b)
By
      Executive. Executive may
      terminate employment under this Agreement upon 30 days’ written notice to the
      Company. An Executive's termination shall be deemed for "Good Reason” if such
      termination is due to: (i) a change materially adverse to Executive in the
      nature of scope of Executive’s position, status, responsibilities or duties with
      the Company as they existed as of the Effective Date (other than for
      Underperformance), (ii) a material reduction by the Company in Executive's
      base
      salary as in effect on the Effective Date or as the same may be increased from
      time to time, other than pursuant to an across the board reduction of an equal
      or greater percentage affecting all of the Company's executive officers or
      due
      to Underperformance; Or (iii) a change, exceeding a fifty-mile radius, in
      Executive's principal work location established on the Effective Date, except
      for required travel on the Company's business to an extent substantially
      consistent with business travel obligations of the other officers of the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
Termination
      Obligations. Upon
      termination of Executive's employment with the Company, the Company shall have
      no further obligation to Executive except as specifically provided under this
      Agreement; provided, however, that termination of Executive’s employment shall
      not affect right to receive any compensation Or bonuses which have accrued
      but
      have not been paid through the date of termination. Executive shall return
      to
      the Company any and all equipment including, without limitation, electronic
      equipment, keys, credit cards, and the like, owned by the Company and used
      by
      Executive.

    


    (d)
Severance.
      Upon the termination
      of
      Executive's employment with the Company under this Section 14 prior to the
      expiration of the Initial Term (A) by the Company for reasons other than Cause
      or Underperformance, or (B) by Executive for Good Reason, the Company shall
      pay
      Executive a severance benefit equal to 50% of
      the annual base salary Executive
      would have received if Executive had remained in the employ of the Company
      through the end of the Initial Term, but no other Benefit. Any such payment
      due
      to Executive shall be paid in cash or by check on the same dates on which
      Executive would otherwise have received payment of Executive’s annual base
      salary hereunder if employment had continued.

    


    (e)
Withholding
      Tax. The Company
      shall be entitled to withhold from any compensatory payments that it makes
      to
      Executive under this Agreement or otherwise an amount sufficient to satisfy
      all
      state and local income and employment tax withholding requirements with respect
      to any and all compensation paid to Executive by the Company.

    


    15.
No
      Conflicting Agreements.
Executive represents and warrants that he is not a party to any
      agreement, contract or understanding, whether employment or otherwise which
      would in any way restrict or prohibit him from undertaking or performing
      employment in accordance with the terms and conditions of this
      Agreement.

    


    16.
      Arbitration. Except for
      (i) any claim for unemployment compensation or workers' compensation, and (ii)
      any relief sought for breach by Executive of Sections 6-11 and/or under Section
      20 of this Agreement, in which case a claim may be brought before any court
      in
      the State of Florida having jurisdiction over the matter, any controversy or
      claim arising out of or related to this Agreement shall be settled by
      arbitration in Florida under the National Rules for the Resolution of Employment
      Disputes of the American Arbitration Association in effect at the same time
      such
      controversy or claim arises (the “rules”) by one arbitrator appointed by the
      American Arbitration Association in accordance with the Rules, the arbitrator
      also apportioning the costs of arbitration. The award of the arbitrator shall
      be
      in writing, shall be final and binding upon the parties, shall not be appealed
      from or contested in any court and may, in appropriate circumstances, include
      injunctive relief. Should a party fail to appear or be represented at the
      arbitration proceedings after due notice in accordance with the Rules, then
      the
      arbitrator may nevertheless render a decision in the absence of such party,
      and
      such decision shall have the same force and effect as if the absent party had
      been present, whether or not it shall be adverse to the interests of such party.
      Any award rendered hereunder may be entered for enforcement, if necessary,
      in
      any court of competent jurisdiction, and the party against whom enforcement
      is
      sought shall bear the expenses, including attorneys fees, of
      enforcement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    17.
      Survival.
The covenants contained
      in
      this Agreement shall survive any termination of Executive's employment with
      the
      Company and any termination of this Agreement. The existence of any claim or
      cause of action of Executive against the Company, whether predicated on this
      Agreement or otherwise, shall not constitute a defense to the enforcement by
      the
      Company of any of the covenants contained in this Agreement.

    


    18.
      Severability. If the
      scope of any restriction contained in this Agreement is too broad to permit
      enforcement of such restriction to its fullest extent, then such restriction
      shall be enforced to the maximum extent permitted by law, and Executive and
      the
      Company hereby consent and agree that the scope of such restriction may be
      judicially modified in any proceeding brought to enforce such restriction.
      To
      the extent any provision of this Agreement shall be invalid or unenforceable,
      it
      shall be considered deleted from this Agreement and the remainder of this
      Agreement shall remain in full force and effect.

    


    19.
      Notice. Any notices
      required or permitted to be given under this Agreement shall be sufficient
      if in
      writing and delivered by personal delivery, air courier, or if mailed by
      registered or certified first-class mail, return receipt requested, to the
      residence of Executive as it appears in the corporate records for notice to
      Executive, or to the principal office of the Company for notice to the Company.
      All notices delivered in accordance with this Section shall be deemed to have
      been received and shall be deemed effective if delivered in person or by air
      courier, upon actual receipt by the intended recipient, or if mailed, upon
      the
      date of delivery or refusal to accept delivery as shown by the return receipt
      therefore.

    


    20.
      Affiliate. An “Affiliate”
means any person or entity that directly indirectly controls, is controlled
      by,
      or is under common control with another. Control shall mean beneficial ownership
      of 50.01% or more of the outstanding voting securities or other ownership
      interests.

    


    21.
No
      Waiver. No term or
      condition of this Agreement shall be deemed to have been waived nor there any
      estoppel to enforce any provision of this agreement, except by a statement
      in
      writing signed by the party against whom enforcement of the waiver or estoppel
      is sought. Any written waiver shall not be deemed a continuing waiver unless
      specifically stated, and shall operate only as to the specific term or condition
      waived and shall not constitute a waiver of such term or condition for the
      future or as to any act other than that specifically waived.

    


    22.
      Amendments. No amendment
      or modification of this Agreement shall be deemed effective unless made in
      writing and signed by the parties hereto.

    


    23.
      Assignment. The rights
      and obligations of the Company under this Agreement shall, without the prior
      written consent of Executive, inure to the benefit of and be binding upon the
      successors and assigns of the Company. This is a personal service contract
      and
      may not be assigned by Executive.

    


    24.
      Governing Law. This
      Agreement is made under and shall be governed by and construed in accordance
      with the internal laws of the State of Florida. By execution of this Agreement,
      each party submits to in
      personam jurisdiction of the courts of the State of Florida.

    


    25.
      Headings. The headings of
      sections in this Agreement are solely for convenience of reference and shall
      not
      control the meaning or interpretation of any provision of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    26.
      Counterparts and Facsimile
This Agreement may be executed in any number of counterparts, each of
      which shall be deemed original and all of which, taken together, shall
      constitute one agreement. Any counterpart may be delivered by any party by
      transmission of signature pages to the other parties at the addresses set forth
      herein, and delivery shall be effective and complete upon completion of such
      transmission; manually signed copies of signature pages shall be nonetheless
      be
      delivered promptly after any such facsimile delivery.

    


    27.
      Entire Agreement. This
      Agreement, and the Non-Disclosure Agreement contain the entire agreement of
      the
      parties relating to the subject matter hereof and supersede all prior and
      simultaneous agreements, communications, and understandings with respect to
      such
      subject matter, whether oral or written.

    


    This
      Agreement is executed and delivered on the day and year first above
      written.

    


    Company: