mcig_ex10z1.htm - Generated by SEC Publisher for SEC Filing







 





EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT ("Agreement") is made and entered into on July 10, 2014,
between mCig Inc., hereinafter
referred to as “The Company” or "Employer", and Patrick J. Lucey,
hereinafter referred to as "Employee".


 


RECITALS


 


WHEREAS, the Employer desires to obtain
the services of Chief Technology Officer on its own behalf and on behalf
of all future Affiliated Companies (defined as any corporation or other
business entity or entities that directly or indirectly controls, is controlled
by, or is under common control with the Company); and 


 


WHEREAS, the Employee desires to accept
employment with Employer as the Chief Technology Officer (CTO), on the terms
and conditions set forth herein. 


 


THEREFORE, in consideration of the mutual
promises, terms and conditions set forth herein, and at the performance of
each, the parties hereto agree to be legally bound as follows:


 


1.       
Term. The Company agrees to employ Employee, and Employee
accepts such employment on
July 1, 2014 and terminates on December 31, 2015 (the “Term”). At the end of the Initial Term,
this Agreement shall automatically renew for additional one (1) year terms, on
substantially the same terms and provisions as contained herein, unless the
Company provides Employee with written notice of its intent to terminate this
Agreement at the will of the Board of Directors (the "Board"), or at
the will of the Chief Executive Officer (the "CEO") of the Company
within 30 days prior to termination. The period from the commencement of the
term of this Agreement to the date of its termination, after giving effect to
any renewal, shall be considered the "Employment Period" hereunder.


 


2.       
Duties. During the Employment Period,
Employee shall serve as a Chief
Technology Officer
of the Company and shall have the duties, responsibilities and authority
consistent with such position as are assigned to him by the Board or the Chief
Executive Officer. The Chief
Technology Officer's
is responsible for the company's technology strategy,
engineering and quality assurance operations as well as product research and
development.


 


3.       Compensation. The Company and Employee agree to
apply shares received in a transaction between the Company and Vapolution Inc.
where consultant previously served as CEO, as compensation for the services to
be rendered for the next 1.5 years, ending on December 31, 2015.


 


4.       
Termination. At any time, either party may terminate, without
liability, the Employment Period for any reason.  Employee shall provide the Company with 30 days
prior written notice of such Employee's intent to terminate this Agreement.


 


5. 
Employee's loyalty to employer's interests. Employee shall devote all of his
time, attention, knowledge, and skill solely and exclusively to the business
and interests of employer, and employer shall be entitled to all benefits,
emoluments, profits, or other issues arising from or incident to any and all
work, services, and advice of employee. Employee expressly agrees that during
the term hereof he will not be interested, directly or indirectly, in any form,
fashion, or manner, as partner, officer, director, stockholder, advisor,
employee, or in any other form or capacity, in any other business similar to
employer's business or any allied trade, except that nothing herein contained
shall be deemed to prevent or limit the right of employee to invest any of his
surplus funds in the capital stock or other securities of any corporation whose
stock or securities are publicly owned or are regularly traded on any public
exchange, nor shall anything herein contained by deemed to prevent employee
from investing or limit employee's right to invest his surplus funds in real
estate.


6.   
Confidential Information. Employee acknowledges that the
information, observations and data obtained by or available to Employee during
the course of employment with the Company concerning the business
and affairs of the Company are and will be the property of the Company.
Therefore, Employee agrees, during the Employment Period and following the
termination of Employee's employment for any reason whatsoever, not to disclose
or induce or assist in the use or disclosure, to any person or entity, or use
for the account of any person or entity other than the Company, any such
information, observations or data including, without limitation, any business
secrets or methods, processes, professional techniques, marketing plans,
strategies, and revenue information all of which are of great value to the
Company. In the event Employee's employment with the Company is terminated for
any reason whatsoever, Employee will promptly return and surrender to the
Company any and all Confidential Information made available to Employee by the
Company or otherwise in the possession of Employee in the course of employment
with the Company.





 






 





 







 


7.     
Option to terminate on permanent disability of employee


 


(i)         
Notwithstanding
anything in this Contract to the contrary, employer is hereby given the option
to terminate this Agreement in the event that during the term hereof employee
shall become permanently disabled, as the term "permanently disabled"
is hereinafter fixed and defined.


(ii)            
Such option
shall be exercised by employer giving notice to employee by registered mail,
addressed to him in care of employer at the above stated address, or at such
other address as employee shall designate in writing, of its intention to
terminate this Agreement on the last day of the month during which such notice
is mailed. On the giving of such notice this Agreement and the term hereof
shall cease and come to an end on the last day of the month in which the notice
is mailed, with the same force and effect as if such last day of the month were
the date originally set forth as the termination date. 


(iii)          
For purposes
of this Contract, employee shall be deemed to have become permanently disabled
if, during any year of the term hereof, because of ill health, physical or
mental disability, or for other causes beyond his control, he shall have been
continuously unable or unwilling or have failed to perform his duties hereunder
for thirty consecutive days, or if, during any year of the term hereof, he
shall have been unable or unwilling or have failed to perform his duties for a
total period of thirty days, whether consecutive or not. 


 


8.              
Discontinuance
of business as termination of employment. Anything herein contained to the
contrary notwithstanding, in the event that employer shall discontinue
operations at the premises mentioned above, then this Agreement shall cease and
terminate as of the last day of the month in which operations cease with the same
force and effect as if such last day of the month were originally set forth as
the termination date hereof.


 


9.              
Employee's
commitments binding on employer only on written consent. Employee shall not have the right
to make any contracts or other commitments for or on behalf of employer within
the written consent of Employer.


 


10.           
Contract
terms to be exclusive. This written Agreement contains
the sole and entire Agreement between the parties, and supersedes any and all
other Contracts between them. The parties acknowledge and agree that neither of
them has made any representation with respect to the subject matter of this
Agreement or any representations inducing the execution and delivery hereof
except such representations as are specifically set forth herein, and each
party acknowledges that he or it has relied on his or its own judgment in
entering into the Agreement. The parties further acknowledge that any
statements or representations that may have heretofore been made by either of
them to the other are void and of no effect and that neither of them has relied
thereon in connection with his or its dealings with the other.


 


11.           
Waiver
or modification ineffective unless in writing. No waiver or modification of
this Agreement or of any covenant, condition, or limitation herein contained
shall be valid unless in writing and duly executed by the party to be charged
therewith. Furthermore, no evidence of any waiver or modification shall be
offered or received in evidence in any proceeding, arbitration, or litigation between
the parties arising out of or affecting this Contract, or the rights or
obligations of any party hereunder, unless such waiver or modification is in
writing, duly executed as aforesaid. The provisions of this paragraph may not
be waived except as herein set forth. 






 







 





 





 


12.           
Governing
Law. This Agreement and performance
hereunder and all suits and special proceedings hereunder shall be construed in
accordance with the laws of the United States of America.


 


13.           
Ability
to Enter Into Agreement.
Each party
represents and warrants to the other party that this Agreement has been duly
authorized, executed and delivered and that the performance of its obligations
under this Agreement does not conflict with any order, law, rule or regulation
or any agreement or understanding by which such party is bound.


 


13.           
Entire
Agreement. 
This Agreement is supersedes all prior employment or other agreements,
negotiations and understandings of any kind with respect to the subject matter
of this Agreement and contains all of the terms and provisions of this
Agreement between the parties hereto with respect to such subject matter. Any
representation, promise or condition. Whether written or oral, not specifically
incorporated herein, shall have no binding effect upon the parties.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date first written above.


 


mCig,
Inc. 


 


 


  
By:   /s/  Paul Rosenberg


  
-----------------------------------------


  
Name: Paul Rosenberg


  
Title: President&CEO


 


  
/s/ Patrick J. Lucey


   -----------------------------------------


  
Name: Patrick J. Lucey