ex107.htm


    Exhibit
      10.7

     

    
      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 Matthew A. Veal, residing at 7937 Broadmoor Pines Blvd.,
        Sarasota, Florida 34243 (“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 Financial
        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 Financial
        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 Financial Officer as defined from time to time by the Company’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.

       

       

      
        
           

        

        
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      (a)
        Base Salary. Executive's annual base salary as of the Effective Date is
        $100,000. 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:

      


      i.
        As of
        November 9, 2005, Executive is the owner of two million (2,000,000) shares
        of
        common stock of the Company. If this Agreement is terminated prior to May
        29th, 2007,
        then Executive understands and agrees that Executive must return one million
        (1,000,000) shares to the Company Treasury.

      


      ii.
        For
        each year of service during the term of this Agreement, beginning May 29th, 2007,
        including
        Extensions, Executive shall be entitled to receive one million (1,000,000)
        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.

       

       

      
        
           

        

        
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      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.

       

       

      
        
           

        

        
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      (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.

      


       

      
        
           

        

        
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      (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.

       

       

       

      
        
           

        

        
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      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:

      


      _____________________________

      By:
        Carl
        Smith, Chief Executive Officer

      


      _____________________________

      By:
        Craig
        Hall, President

      


      Executive:

      


      _____________________________

      Matthew
        A. Veal

      


      


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