Unassociated Document


    EXHIBIT
      10.1

    


    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    


    This
      EMPLOYMENT AGREEMENT (this "Agreement")
      is
      made and entered into as of this 18th day of July 2008 (the “Effective
      Date”),
      by
      and between FOLDERA, INC., a Nevada corporation ("Employer"),
      and
      JAMES J. FIEDLER ("Employee").
      

    


    RECITALS

    


    A.    Employer
      desires to obtain the benefit of the services of Employee and Employee desires
      to render such services to Employer.

    


    B.    Employer
      and Employee desire to set forth the terms and conditions of Employee’s
      employment with Employer on the terms and subject to the conditions of this
      Agreement.

    


    AGREEMENT

    


    In
      consideration of the foregoing recitals and of the mutual covenants and
      conditions contained herein, the parties, intending to be legally bound, agree
      as follows:

    


    1.    Term.     
      Employer agrees to employ Employee, and Employee agrees to serve Employer,
      in
      accordance with the terms of this Agreement, for a term beginning on the
      Effective Date and continuing for a period of three (3) years thereafter unless
      earlier terminated in accordance with the provisions hereof. To the extent
      that
      Employee remains employed by Employer after the expiration of the initial Term,
      and the initial Term of this Agreement is not otherwise renewed or continued
      in
      writing by Employer and Employee, then Employee’s employment status shall no
      longer be subject to the terms and conditions of this Agreement and shall be
      “at-will” without any continuing right to employment by Employer.

    


    2.    Employment
      of Employee.

     

    (a)    Specific
      Positions.
      Employer and Employee hereby agree that, subject to the provisions of this
      Agreement, Employer will employ Employee and Employee will serve Employer as
      the
      President and Chief Executive Officer of Employer. Employee shall perform such
      usual and customary duties of such office and as may be delegated to Employee
      from time to time by Employer, subject always to the policies as determined
      from
      time to time by Employer. In addition, Employee’s reporting relationship shall
      initially be determined by the Chief Executive Officer of Employer. Employer
      reserves the right to change Employee's position and reporting relationship
      subject to the needs of its business. 

    


    (b)    Promotion
      of Employer's Business.
      During
      the term of this Agreement, Employee shall not engage in any business
      competitive with Employer. Employee agrees to devote his full business time,
      attention, knowledge, skill and energy to the business, affairs and interests
      of
      Employer and matters related thereto, and shall use his best efforts and
      abilities to promote Employer's interests; provided,
      however,
      that
      Employee is not precluded from devoting reasonable periods of time required:
      (i)
      for serving as a director or committee member of any organization that does
      not
      compete with Employer or that does not involve a conflict of interest with
      Employer; or (ii) for managing his personal investments; so long as in either
      case, such activities do not materially interfere with the regular performance
      of his duties under this Agreement

    


    
      
         

      

      
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    (c)    Principal
      Office.
      Employee's principal office and normal place of work shall be at Employer's
      Executive offices in Southern California or as otherwise assigned by Employer
      consistent with the needs of its business. Employee's normal place of work
      shall
      be defined as any office where Employee is consistently requested by Employer
      to
      commute to more than one day per week. 

    


    3.    Salary.     
      Employer shall pay to Employee during the term of this Agreement a base salary
      ("Base
      Salary")
      of
      $250,000 per year payable in accordance with Employer’s normal payroll. The Base
      Salary may be reviewed annually thereafter and may be increased (but not
      decreased) at Employer's sole discretion in accordance with Employer's normal
      review process. Notwithstanding the foregoing, and regardless of payments of
      partial salary, upon Employer‘s obtaining financing by the fourth quarter 2008
      (the “financing”),
      in
      the original minimum principal amount of $5,000,000 executed by Employer, the
      Base Salary shall then come into effect.

    


    4.    Bonuses.  In
      addition to the Base Salary, Employee shall be entitled to the following
      additional compensation:

    


    (a)    Bonus
      Plans Established by Employer.
      Subject
      to Employee’s meeting applicable eligibility requirements, Employee shall be
      entitled to participate in any bonus plan that may be established by the Board
      of Directors of Employer (the “Board”)
      for
      the benefit of Employer’s employees. Nothing in this Section 4(a), however,
      shall be construed or interpreted to require Employer to adopt or implement
      any
      such bonus plan. 

    


    (b)    Discretionary
      Bonuses.
      The
      Employee shall be entitled to participate in discretionary bonuses and incentive
      payments which are now or become authorized and declared by the CEO/President
      or
      its authorized representative and approved by the Board of Directors. The
      Employee shall be entitled to an annual cash performance bonus of up to 100%
      of
      base salary, plus stock options at the discretion of the Board of Directors,
      depending upon the achievement of specific goals set by the CEO/President.
      

    


    5.    Stock
      Options.
      

    


    (a)    Employer
      shall grant to Employee, effective as of the Effective Date, an option to
      purchase 69,338,810 [pre-reverse stock split] shares (the “Original
      Option Shares”)
      of
      Employer common stock, at an exercise price in an amount equal to $0.03 per
      share of common stock, which is at least equal to the fair market value of
      the
      common stock of Employer as of the Effective Date, with vesting as follows:
      one
      third of all option shares shall vest upon commencement of employment with
      Employer; one third of all option shares shall vest ninety (90) days from the
      commencement of employment with Employer; and, the remaining one third of all
      option shares shall vest one hundred eighty (180) days from the commencement
      of
      employment with Employer. 

    


    
      
         

      

      
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    (b)     If
      at any
      time during the term of this Agreement, the Employee is either terminated
      without cause, or for good reason, or death or disability, such Employee shall
      be immediately vested in all of his remaining option shares (as designated
      in 5a
      above).

     

    6.    Benefits.

    


    (a)    Fringe
      Benefits.   
      During Employee's employment by Employer under this Agreement, Employee shall
      be
      eligible for participation in and shall be covered by any and all such medical,
      dental, life, disability and other voluntary insurance plans and such other
      similar benefits generally available to other employees of Employer in similar
      employment positions, on the same terms as such employees, subject to meeting
      applicable eligibility requirements; provided,
      however,
      that
      Employer shall pay or reimburse Employee for the actual cost of his and his
      dependents’ medical and dental insurance premiums.

    


    (b)    Reimbursements.   
      During Employee's employment with Employer under this Agreement, Employee shall
      be entitled to receive prompt reimbursement of all reasonable expenses incurred
      by Employee in performing services hereunder, including all expenses of travel
      at the request of, or in the service of, Employer provided that such expenses
      are incurred and accounted for in accordance with the policies and procedures
      established from time to time by Employer.

    


    (c)    Nonqualified
      Deferred Compensation.   
      In its sole and absolute discretion, Employer may establish a nonqualified
      deferred compensation plan for the benefit of Employee. The terms and conditions
      of such arrangement shall be set forth in a separate plan document, which shall
      specify the obligations of Employer and Employee. Employer contributions may
      be
      subject to vesting requirements and payment of compensation, and may require
      Employee to sign a release agreement in favor of Employer. The Plan shall only
      be available to a "select group of management" as defined under Employee
      Retirement Income Security Act of 1974. Any Plan assets that have been set
      aside
      to fund Employer's obligation to make payment of deferred compensation shall
      be
      at all times subject to Employer’s general creditors.

    


    7.    Termination.
      

    


    (a)    Termination
      for Cause.   
      Employer shall have the right, exercisable immediately upon written notice,
      to
      terminate Employee's employment for "Cause."

    


    (i)    Definition
      of Cause.
      As used
      herein, "Cause"
      means
      any of the following: (A) illegal use of narcotics by Employee; (B) consistent
      public drunkenness by Employee which materially and adversely affects Employee's
      performance under this Agreement; (C) Employee is convicted by a court of
      competent jurisdiction, pleads "no contest" to a felony or any other conduct
      of
      a criminal nature involving moral turpitude (other than minor traffic
      violations); (D) Employee intentionally engages in fraud, embezzlement or any
      other illegal conduct substantially detrimental to the business or reputation
      of
      Employer, regardless of whether such conduct is designed to defraud Employer
      or
      others; (E) Employee imparts material confidential information relating to
      Employer or its business to competitors or to other third parties other than
      in
      the course of carrying out Employee's duties; (F) Employee refuses to perform
      his duties hereunder or otherwise breaches any material covenant, warranty
      or
      representation of this Agreement, or Employee's Confidential Information and
      Assignment of Inventions and Copyrights Agreement with Employer, and fails
      to
      cure such breach (if such breach is then capable of being cured) within 10
      business days following written notice thereof specifying in reasonable detail
      the nature of such breach, or if such breach is not capable of being cured
      in
      such time, a cure shall not have been diligently initiated within such 10
      business day period, (G) violation of any rules, policies or procedures of
      Employer, as documented in Employer’s employee manual, associate guidebook or
      other written or electronically published company policies; (H) Employee’s
      willful failure to follow any lawful directive of the Board; and (I) any action
      on the part of Employee which materially discredits or disparages Employer
      or
      its reputation.

    


    
      
         

      

      
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    (ii)    Effect
      of Termination.
      Upon
      termination in accordance with this Section 7(a), Employee shall be entitled
      to
      no further payments from Employer under this Agreement, except for the payments,
      of cash and in-kind, provided for under Sections 3 and 6 of this Agreement
      accrued hereunder through, but not including, the effective date of such
      termination. Employer's exercise of its right to terminate for Cause shall
      be
      without prejudice to any other remedy to which it may be entitled at law, in
      equity or under this Agreement.

    


    (b)    Voluntary
      Termination.
      Employee may terminate his employment at any time by giving no less than 30
      days' written notice to Employer. Employer reserves the right to accept
      Employee's voluntary termination immediately, without notice and without any
      further payment obligation except as described below.

    


    (i)    No
      Reason.
      Upon
      termination in accordance with this Section 7(b), except as otherwise provided
      in Section 7(b) (ii), below, Employee shall be entitled to no further payments
      from Employer under this Agreement, except for the payments, of cash and
      in-kind, provided for under Sections 3 and 6 of this Agreement accrued hereunder
      through, but not including, the effective date of such termination.

    


    (ii)    Good
      Reason.
      Notwithstanding anything to the contrary in Section 7(b) (i), above, if Employee
      terminates his employment under this Section 7(b) for Good Reason (as defined
      below), Employee shall be entitled to receive from Employer all of the
      compensation and benefits provided for in Section 7(d), below. As used herein,
      "Good
      Reason"
      means
      any of the following: (A) the assignment to Employee of duties materially
      inconsistent with those of other employees of Employer in similar employment
      positions, and Employee provides written notice to Employer within 60 days
      of
      such assignment that such duties are materially inconsistent with those duties
      of such similarly-situated employees, and Employer fails to release Employee
      from his obligation to perform such inconsistent duties and to re-assign
      Employee to his customary duties within 20 business days after Employer's
      receipt of such notice; or (B) if, without the consent of Employee, Employee's
      normal place of work is or becomes situated more than 25 linear miles from
      Employee's personal residence as of the Effective Date, or (C) a failure by
      Employer to comply with any other material provision of this Agreement which
      has
      not been cured within 60 days after notice of such noncompliance has been given
      by Employee to Employer, or if such failure is not capable of being cured in
      such time, a cure shall not have been diligently initiated by Employer within
      such 60 day period.

    


    
      
         

      

      
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    (c)    Termination
      Due to Death or Disability.
      This
      Agreement shall automatically terminate upon the death of Employee. In addition,
      if any disability or incapacity of Employee to perform his duties as the result
      of any injury, sickness or physical, mental or emotional condition continues
      for
      a period of 70 consecutive days or a total of 70 days in any 90-day period,
      Employer may terminate Employee's employment upon written notice to Employee.
      Upon termination in accordance with this Section 7(c), Employee (or Employee's
      estate, as the case may be) shall be entitled to those payments, of cash and
      in-kind, provided for under Sections 3 through 6, inclusive, of this Agreement
      accrued hereunder through, but not including, the date of death or, in the
      case
      of disability, the date of termination. During such time that Employee is unable
      to perform his duties as a result of any injury, sickness or physical, mental
      or
      emotional condition, Employer, at its option, may reduce the Base Salary by
      the
      amount, if any, of the disability insurance or similar benefits for which
      Employee receives as a result of such injury, sickness or physical, mental
      or
      emotional condition.
      Such
      reductions to the Base Salary, if any, shall be limited to benefits actually
      received by Employer from disability insurance plans paid for by Employer or
      from state or federal government mandated disability plans. The Base Salary
      shall not be reduced by any disability insurance benefits received by Employee,
      if any, from plans purchased by Employee.

    


    (d)    Termination
      Without Cause.
      Employer shall have the right, exercisable upon written notice, to terminate
      Employee's employment under this Agreement for any reason other than set forth
      in Sections 7(a) and (c), above, at any time during the Term. If Employee is
      so
      terminated by Employer pursuant to this Section 7(d) during the Term,
Employer
      agrees to (i) pay
      to Employee the Base Salary, and (ii) provide the same medical, dental,
      long-term disability and life insurance pursuant to Section 6(a) to which
      Employee was entitled hereunder as of the date of termination provided, however,
      that in the case of such medical and dental insurance, that Employee makes
      a
      timely election for continuation coverage under the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“COBRA”),
      in
      each case (i.e.,
      the
      Base Salary and insurance), until the earlier to occur of (A) the
      expiration of the remaining portion of the Term of this Agreement, or
      (B) the nine-month period commencing on the date Employee is terminated.
      Employer shall make such payments in accordance with its regular payroll
      schedule.
      If any
      such payments are due Employee upon a Cessation of Business, all remaining
      payments shall become immediately due and payable upon the occurrence of such
      Cessation of Business.

    


    (f)    Change
      in Control.
      If
      during the Term of this Agreement there are both: 

    


    	i.  	
            a
              "change in control" of the Employer; and

          


    


    	ii.  	
            a
              termination of the Employee without cause pursuant to Section
              7.d.,

          


    


    	iii.  	
            or
              a termination by the Employee for "good reason"; then the Employee
              shall
              be entitled to the following compensation and benefits:
              

          


    


    
      
         

      

      
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    (1)    In
      addition to any benefits that had accrued to the Date of Termination, the
      Employer shall pay to the Employee his base salary through the remaining term
      of
      this Agreement, based on the rate in effect at the time of
      Termination.

    


    The
      term
      "change in control" as applied to the Employer is defined solely as; (1) any
      person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
      is
      or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly of securities of the Employer representing 50%
      or
      more of the combined voting power of the Employer’s outstanding securities; (2)
      a reorganization, merger, consolidation, sale of all or substantially all of
      the
      assets of the Employer or a similar transaction in which the Employer is not
      the
      surviving entity.

    


    (g)    Exclusive
      Remedy.  
      The payments contemplated by this Agreement shall constitute Employee's
      exclusive and sole remedy for any claim that Employee might otherwise have
      against Employer under this Agreement which, but for Employee's termination
      of
      employment hereunder, might otherwise be due and payable by Employer to
      Employee. Employee covenants not to assert or pursue any such remedies, other
      than an action to enforce the payments due to Employee under this Agreement.
      Nothing in this Section 7(e), however, shall be construed to bar, preclude
      or
      otherwise limit Employee's right to bring an action against Employer if
      Employee's termination of employment with Employer was otherwise unlawful or
      in
      violation of public policy.

    


    8.    Miscellaneous.

    


    (a)    Withholdings.  
      All payments to Employee hereunder shall be made after reduction for all
      federal, state and local withholding and payroll taxes, all as determined under
      applicable law and regulations, and Employer shall make all reports and similar
      filings required by such law and regulations with respect to such payments,
      withholdings and taxes.

    


    (b)    Succession.  
      This Agreement shall inure to the benefit of and shall be binding upon Employer,
      its successors and assigns. The obligations and duties of Employee hereunder
      shall be personal and not assignable.

    


    (c)    Notices.  
      Any and all notices, demands, requests or other communications hereunder shall
      be in writing and shall be deemed duly given when personally delivered to or
      transmitted by overnight express delivery or by facsimile to and received by
      the
      party to whom such notice is intended (provided the original thereof is sent
      by
      mail, in the manner set forth below, on the next business day after the
      facsimile transmission is sent), or in lieu of such personal delivery or
      overnight express delivery or facsimile transmission, on receipt when deposited
      in the United States mail, first-class, certified or registered, postage
      prepaid, return receipt requested, addressed to the applicable party at the
      address set forth below such party's signature to this Agreement. The parties
      may change their respective addresses for the purpose of this Section 8(c)
      by
      giving notice of such change to the other parties in the manner which is
      provided in this Section 8(c).

    


    
      
         

      

      
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    (d)    Entire
      Agreement.  
      This Agreement contains the entire agreement of the parties relating to the
      subject matter hereof, and it replaces and supersedes any prior agreements,
      whether oral or written, between the parties relating to said subject
      matter.

    


    (e)    Headings.  
      The headings of Sections herein are used for convenience only and shall not
      affect the meaning or contents hereof.

    


    (f)    Waiver;
      Amendment.  
      No provision hereof may be waived except by a written agreement signed by the
      waiving party. The waiver of any term or of any condition of this Agreement
      shall not be deemed to constitute the waiver of any other term or condition.
      This Agreement may be amended only by a written agreement signed by the parties
      hereto.

    


    (g)    Severability.   
      If any of the provisions of this Agreement shall be held unenforceable by the
      final determination of a court of competent jurisdiction and all appeals
      therefrom shall have failed or the time for such appeals shall have expired,
      such provision or provisions shall be deemed eliminated from this Agreement
      but
      the remaining provisions shall nevertheless be given full effect. In the event
      this Agreement or any portion hereof is more restrictive than permitted by
      the
      law of the jurisdiction in which enforcement is sought, this Agreement or such
      portion shall be limited in that jurisdiction only to the extent required by
      the
      law of that jurisdiction.

    


    (h)    Governing
      Law.  
      This Agreement shall be governed by and construed in accordance with the laws
      of
      the State of California.

    


    (i)    Counterparts.  
      This Agreement may be executed in any number of counterparts each of which
      shall
      be enforceable against the parties executing such counterparts, and all of
      which
      together shall constitute a single document. Except as otherwise stated herein,
      in lieu of the original documents, a facsimile transmission or copy of the
      original documents shall be as effective and enforceable as the
      original.

    


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

    


    


    
      	
              "EMPLOYER":

               

              FOLDERA,
                INC.,

              a
                Nevada corporation

               

               

              By: 
                /s/
                Hugh
                Dunkerley                        
                  

              Hugh
                Dunkerley

              Chief
                Executive Officer

            	 	
              "EMPLOYEE":

               

               

              JAMES
                J. FIEDLER

               

               

              /s/
                James J.
                Fiedler                    
                

              James
                J. Fiedler

            


    

     

    
      
         

      

      
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