f10k2008ex10x_advancegrow.htm


     

    
       

      EXHIBIT
10.21

       

      EXECUTIVE EMPLOYMENT
AGREEMENT

      


      This
Agreement is made and entered into as of the 29th day of
August, 2008 (“Agreement Date”) by and between Advanced Growing Systems, Inc., a
Nevada corporation (hereinafter referred to as the “Company”), and Dan K. Dunn, an individual
(hereinafter referred to as the “Employee”).  The Company and the
Employee are collectively referred to as the “Parties”.  This
Agreement supersedes any similar agreement between the Parties.

      


      WITNESSETH:

      


      Whereas it is in the best
interest of the Company to retain quality personnel such as the Employee;
and

      


      Whereas the Employee is
willing to enter into an employment agreement with the Company in accordance
with the conditions hereinafter provided.

      


      Now, therefore, for and in
consideration of the terms and conditions contained herein, the Parties agree as
follows, to wit:

      


      
        	
                1.  

              	
                Definitions.  As
      used in this Agreement:

              


      

       

      
        	
                A.  

              	
                “Company” means Advanced
      Growing Systems, Inc. its successors and assigns, and any of its present
      or future subsidiaries or organizations controlled by, controlling, or
      under common control with it.

              


      

       

      
        	
                B.  

              	
                “Confidential
      Information” means any and all information disclosed or made
      available to the Employee or known by the Employee as a direct or indirect
      consequence of or through Employee’s employment by the Company and not
      generally known in the industry in which the Company is or may become
      engaged, or any information related to the Company’s products, processes,
      or services, including, but not limited to, information relating to
      research, development, inventions, manufacture, purchasing, accounting,
      engineering, marketing, merchandising, or
  selling.

              


      

       

      
        	
                C.  

              	
                “Inventions” mean
      discoveries, concepts and ideas, whether patentable or not, relating to
      any present or prospective activities of the Company, including, but not
      limited to, devices, processes, methods, formulae, techniques,
      applications, technology and any improvements to the foregoing. Such
      definition shall also encompass all such discoveries, concepts and ideas,
      even if formulated by the Employee prior to his employment by the
      Company.

              


      

       

      
        	
                D.  

              	
                “Company Monthly Base Pay”
      means the employee’s last monthly remuneration, prior to
      termination of Employee’s employment with the Company, before federal,
      state, and local taxes and other withholding, but exclusive of extra
      compensation, such as that attributable to bonuses, overtime or employee
      retirement or pension benefits.

              


      

       

      
        	
                E.  

              	
                “Conflicting
      Organization” means any person or organization engaged, directly or
      indirectly, in the research, development, production, marketing or selling
      of a Conflicting Product.

              


      

       

      
        	
                F.  

              	
                “Conflicting Product”
      means any product, process, technology, application, or service of any
      person or organization, other than the Company, in existence or under
      development, which resembles, competes with or is marketed or offered for
      sale or lease to the same or similar potential customers as a product,
      process, technology, application, or service which is the subject of
      research, development, production, marketing or selling activities of the
      Company.

              


      

       

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.  

              	
                Employment. The Company
      hereby employs the Employee and the Employee hereby agrees to accept
      employment with the Company upon the terms and conditions herein set
      forth.

              


      

       

      
        
          	
                  3.  

                	
                  Term.  The
      Company hereby employs the Employee for a period of roughly
      twenty-four (24) months beginning on
      the 29th
      day of August, 2008, and ending on the 31st day of August, 2010, unless
      sooner terminated as provided in Section 13 (Disability), Section 14
      (Death During Employment) or Section 16 (Termination), hereof; provided,
      this Agreement may be extended for additional periods or its terms amended
      upon the mutual written agreement of the
  Parties.

                


        

      

        

      
        	
                4.  

              	
                Position.  The
      Employee shall be employed in the capacity of Chief Financial Officer
      with such managerial, administrative and other services as are
      customarily associated with or incident to such position and shall perform
      such other duties and responsibilities for the Company as the Company may
      reasonably require, consistent with such position.  The Employee
      shall not be assigned nor requested to perform duties or functions for
      which he has not been adequately trained or for which he does not have
      adequate education and/or professional
  experience.

              


      

       

      
        	
                5.  

              	
                Extent of
      Services.  The Employee shall diligently and
      conscientiously devote Employee’s time, attention and energies to the
      business of the Company and shall not, during the term of this Agreement,
      be engaged in any other full time business activity whether or not such
      business activity is pursued for gain, profit, or other pecuniary
      advantage; however, except as set forth in Section 16, this provision
      shall not be construed as preventing the Employee from investing
      Employee’s assets in such form or manner as will not require full-time
      services on the part of the Employee outside of the
    Company.

              


      

       

      
        	
                6.  

              	
                Working
      Facilities.  The Employee shall be furnished with such
      facilities suitable to Employee’s position and adequate for the
      performance of Employee’s duties and the conduct of the Company’s
      business.   The Employee’s principal office shall be
      located in the area selected by the Company; provided, however, the
      Employee agrees to do such traveling as is required to carry out
      Employee’s duties hereunder.

              


      

       

      
        	
                7.  

              	
                Compensation.  The
      Company’s Board of Directors or the management of the Company may increase
      the Employee’s Company Monthly Base Pay from time to time as the Board may
      see fit to grant such an increase. The Employee shall be a participant in
      any deferred compensation, bonus and/or stock option plans designed and
      implemented by the Company’s Board of Directors for the benefit of the
      Company’s key executives and employees.   The Employee
      shall participate in any such plans at a level commensurate with
      Employee’s position with the
Company.

              


      

       

      
        	
                A.  

              	
                Company Monthly Base
      Pay. For all services rendered by the Employee under this
      Agreement, Employee shall be paid a salary in the sum of $ 120,000 per
      year, beginning on February 1, 2008. These amounts shall be paid in equal
      monthly or bi-monthly installments to the Employee as Company Monthly Base
      Pay.  Employee will also receive a monthly auto allowance not to
      exceed $1,000 per month.  Employee will be required to maintain
      full coverage insurance on the vehicle during the term of this
      agreement.

              


      

       

      
        	
                B.  

              	
                Benefits. Employee shall
      be eligible for Company-paid health insurance, dental insurance, 401K Plan
      when available, short/long term disability coverage and other benefits
      that are and may become available. Employee shall be eligible to
      participate in any such benefits at a level commensurate with Employee’s
      position with the Company.  Employee will also be given 100,000
      shares of Company stock upon execution of this
  agreement.

              


      

       

      
        	
                8.  

              	
                Expenses.  All
      expenses for transportation and travel, including business use of personal
      automobile, incurred by the Employee for the furtherance of the legitimate
      business interests of the Company, shall be reimbursed or directly paid by
      the Company upon presentment of receipts in accordance with the record
      keeping requirements of the Internal Revenue
  Service.

              


      

       

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

       

      
        	
                9.  

              	
                Right to
      Participate.  The Employee shall have the right to
      participate in all other benefits of employment generally made available
      to the Company’s executive and managerial employees including but not
      limited to medical, dental, disability, life insurance, retirement plans
      and any other benefit(s) presented by the Company’s Board of Directors and
      befitting the Employee’s position and performance as
      available.

              


      

       

      
        	
                10.  

              	
                Vacation.  The
      Employee shall be entitled to paid vacation, as
  follows:

              


      

       

        Ten (10)
working days during the 2008 calendar year

       

        Fifteen (15)
working days during the 2009 calendar year

       

      For
purposes hereunder, the term “working days” refers to Monday through Friday,
exclusive of weekends and holidays, observed by the Company as determined by the
Board of Directors.  Employee will not schedule vacation without prior
written approval from the Company’s CEO.   Unused vacation days
may not be carried into the next calendar year nor will the Employee receive
compensation for unused vacation days, unless Employee’s work requirements cause
Employee to miss vacation days, in which case Employee can carry over unused
vacation days or be compensated for unused vacation days.

       

      
        	
                11.  

              	
                Warrants.  The
      Company will issue to employee 400,000warrants to purchase the Company’s
      common stock at a strike price of $.50.   These warrants
      will be effective in 100,000 share blocks available at the end of the next
      4 fiscal quarters starting with the quarter ending September 30,
      2008.   The employee will exercise these warrants with
      either a payment in cash, an interest bearing note to the Company at a
      rate of six (6) percent per annum or through a cashless
      exercise.  The formula for the cashless exchange is as
      follows:

                 

                                  X
      =    Y (A-B)

                                         -------

                                             A

                 

                Where:

                 

                       X
      = the number of shares of Common Stock to be issued to the Holder in
      respect of a Cashless Exercise

                 

                       Y
      = the number of shares of Common Stock purchasable under the Option or, if
      only a portion of the Option is being exercised, the portion of
      the

                             
      Option being canceled in connection with such Cashless Exercise (at the
      date of such calculation)

                 

                       A
      = the Fair Market Value (as defined below) of one share of the
      Corporation's Common Stock (at the date of such calculation)

                 

                       B
      = Option Exercise Price (as adjusted to the date of such
      calculation).

                 

              
	
                12.  

              	
                Disclosure
      of Confidential Information.

              


      

       

      
        	
                A.  

              	
                Confidentiality.  Except
      as required in the performance of Employee’s duties during the term of
      Employee’s employment by the Company, the Employee shall treat as
      confidential and shall not, directly or indirectly, use, disseminate,
      disclose, publish, or otherwise make available any Confidential
      Information or any portion thereof.   This provision shall
      remain in effect for a period of two (2) years after any termination of
      such employment.

              


      

       

      
        	
                B.  

              	
                Return of Confidential
      Information.  Upon termination of Employee’s employment
      with the Company, all documents, records, notebooks, and similar
      repositories containing Confidential Information, including copies
      thereof, then in the Employee’s possession, whether prepared by him or
      others, shall be promptly returned to the Company.  If at any
      time after the termination of employment the Employee determines that he
      has any Confidential Information in Employee’s possession or control, he
      shall immediately return to the Company all such Confidential Information,
      including all copies and portions
thereof.

              


      

       

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      
        	
                13.  

              	
                Disability.  To
      the extent not covered by the Company’s disability insurance, if any, if
      the Employee is unable to perform Employee’s services during the term of
      this agreement by reason of illness or incapacity, he shall receive
      Employee’s full compensation during the first two (2) months of such
      disability, to the extent not covered by the Company’s disability
      insurance, if any.   If such disability should continue for
      longer than two (2) months, the compensation otherwise payable to the
      Employee during the continued period of disability shall be reduced by
      fifty percent (50%) provided such continued period of disability lasts no
      longer than four (4) months.  The Employee’s full compensation
      shall be reinstated upon Employee’s return to employment and the discharge
      of Employee’s full duties hereunder.  This provision shall not
      be operative until all benefits under the Company’s long-term disability
      insurance plan, if any, have been calculated and shall not be considered
      in determining the amount of benefits under any such insurance
      plan.

              


      

       

      
        	
                A.  

              	
                In
      the event of disability of the Employee, shares of the Company, as
      provided in Section 7(B) of this Agreement shall continue as if this
      Agreement were in full force and
effect.

              


      

       

      
        	
                14.  

              	
                Death during
      Employment.  If the Employee dies during the term of this
      Agreement, this Agreement shall be terminated; provided, however, the
      Company shall pay to the estate of the employee any salary which would
      have otherwise been earned for the balance of the month in which the
      Employee’s death occurred.  The estate will also have the
      ability to exercise any available and earned warrants.  This
      exercise will be available for a thirty (30) day
  period.

              


      

       

      
        	
                15.  

              	
                Non-Competition.  During
      the term of this Agreement and or as long as thereafter as Employee is
      receiving unemployment insurance:

              


      

       

      
        	
                A.  

              	
                For
      a period of Three (3) years after Termination, the Employee shall not
      engage in competition with the Company, either directly or indirectly, in
      any manner or capacity, as advisor, consultant, principal, agent, partner,
      officer, director, stockholder, employee, representative, spokesman or
      otherwise, in any phase of the business carried on by the Company at any
      time.

              


      

        

      
        	
                B.  

              	
                For
      a period of Three (3) years after the termination of this Agreement, the
      Employee shall not solicit anyone who was an employee of the Company when
      the Employee’s employment with the company terminated or solicit anyone
      then employed by the Company to terminate or refrain from renewing
      Employee’s or her employment with the
Company.

              


      

       

      
        	
                C.  

              	
                For
      a period of Three (3) years after the termination of this Agreement, the
      Employee shall not, either directly or indirectly, solicit any customer,
      broker, or distributor of the Employer, for such products as are
      manufactured and/or sold by the Employer, and Employee will similarly not
      engage in the business of the manufacture and sales of such products as
      are manufactured and/or sold by the Employer within the said
      period.

              


      

       

      
        	
                16.  

              	
                Termination.  The
      Employee may terminate this Agreement upon thirty days (30) written notice
      to the Company.  Upon the effective date of the Employee
      terminating this Agreement, the Employee’s entitlement to any salary or
      other benefits hereunder shall cease subject to the provisions of Section
      13.

              


      

       

      
        	
                A.  

              	
                The
      Employer may terminate this Agreement at any time with twenty-four (24)
      hours prior written notice if the Employee commits any material act of
      dishonesty, discloses confidential information, is guilty of gross
      misconduct, or acts in any way that has a direct, substantial and adverse
      effect on the Company’s reputation.  Upon the effective date of
      the Company terminating this Agreement, the Employee’s entitlement to any
      salary or other benefits hereunder shall
cease.

              


      

       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      
        	
                17.  

              	
                Certain Provisions to Survive
      Termination.  Notwithstanding any termination of this
      employment under this Agreement, the Employee, in consideration of
      Employee’s employment hereunder to the date of such termination, shall
      remain bound by the provisions of Section 12 and 15.  It is
      acknowledged that the Company would be irrevocably damaged if the Employee
      were to violate the provisions of Section 12 and/or 15, and consequently,
      in addition to all other remedies that may be available to it, the Company
      shall be entitled to injunctive relief for any actual or threatened
      violation of such Sections.

              


      

       

      
        	
                A.  

              	
                In
      the event of termination of the Agreement as a result of the disability or
      death of the Employee, it is agreed that the provisions of Section 7(B)
      relating to shares of the Company shall continue as if the Employee were
      alive and fulfilling Employee’s obligations under this Agreement and not
      disabled or dead.

              


      

       

      
        	
                18.  

              	
                Notice.  All
      notices herein shall be in writing and shall be deemed to have been duly
      given at the time personally delivered or deposited in the United States
      Mail, postage prepaid, to the address of the respective parties set forth
      below their signatures hereto, subject to changes upon notice to the other
      party.

              


      

       

      
        	
                19.  

              	
                Waiver.  Failure
      to insist upon a strict compliance with any of the terms or conditions of
      this Agreement shall not be deemed waiver of such terms or conditions, nor
      shall any waiver of any term, condition or right of any party at any time
      be deemed a waiver of any other term, condition or right of any party
      hereto, nor shall it preclude the party from subsequently asserting or
      relying upon such term, condition or
right.

              


      

       

      
        	
                20.  

              	
                Severability.  The
      invalidity or enforceability of any provision hereof shall in no way
      affect the validity or enforceability of any other
    provision.

              


      

       

      
        	
                21.  

              	
                Modification.  There
      are no verbal understandings between the Parties.  This
      Agreement contains the entire agreement of the Parties and shall not be
      changed, modified, or terminated, except in writing signed by the
      Parties.

              


      

       

      
        	
                22.  

              	
                Construction.  This
      Agreement shall be construed in accordance with the laws of the State of
      Georgia.

              


      

       

      
        	
                23.  

              	
                Assignment.  The
      rights and obligations of the Company under this Agreement shall inure to
      the benefit of and shall be binding upon the successors and assigns of the
      Company.  The Employee’s rights, powers, privileges and
      immunities under this Agreement shall not be assignable by the Employee
      without the prior written consent of the
  Company.

              


      

       

      
        	
                24.  

              	
                Binding
      Effect.  This Agreement shall be binding upon and shall
      inure to the benefit of the Parties and their respective heirs, legal
      representatives, successors and
assigns.

              


      

       

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      IN WITNESS WHEREOF, the
Parties have hereto set their hands on the day and year first above
written.

       

       

      
        
          	 
      	
                  COMPANY:
      Advanced Growing Systems, Inc.

                	 
      
	 
      	 
      	 
      	 
      


        

      

       

      This
agreement is hereby ratified by a majority of the Advanced Growing Systems, Inc.
Board of Directors on this 29th day of
August, 2008.

       

      
        
          
            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Chris
      J. Nichols

                  	 
      
	 
      	
                    Name:

                  	
                    Chris
      J. Nichols

                  	 
      
	 
      	
                    Title:

                  	
                    Chairman/CEO

                  	 
      
	 
      	 
      	 
      	 
      


          

        

      

       

       

       

      
        
          
            	
                     EMPLOYEE:

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Dan
      K. Dunn

                  	 
      
	 
      	
                    Name:

                  	
                    Dan
      K. Dunn

                  	 
      
	 
      	 
      	 
      	 
      


          

        

      

      
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