f8kjuly3009ex10ii_grnenergy.htm


    Exhibit
10.2

     

     

    GREEN
ENERGY LIVE, INC.

    EMPLOYMENT
AGREEMENT

    


    In conjunction
with

    STOCK PURCHASE ACQUISITION
AGREEMENT

    Of

    COMANCHE LIVESTOCK EXCHANGE,
LLC

    By

    GREEN ENERGY LIVE,
INC.

    
    

    


    THIS EMPLOYMENT AGREEMENT (the
"Agreement") is entered into as of Final Closing Date (the "Effective Date"), by
and between GREEN ENERGY LIVE,
INC., a Nevada corporation (the "Parent Company"), Comanche Livestock Exchange,
LLC,(the
“Company”) and DEAN
CAGLE (the "Executive") (hereinafter collectively referred to as "the
parties").

    


    WHEREAS,

    


    The
Parent Company has acquired the Company under the “STOCK PURCHASE ACQUISITION
AGREEMENT

    Of
COMANCHE LIVESTOCK EXCHANGE, LLC By GREEN ENERGY LIVE, INC.”.

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and promises of the
parties contained herein, the parties, intending to be legally bound, hereby
agree as follows:

    


    
      	
              1)  

            	
              Term. The term of
      employment under this Agreement shall be for the period commencing on the
      day that the Parent Company acquires the Company (the "Commencement Date")
      and ongoing until twenty-four (24) months or by
      Termination under Section 4 (the "Term"), subject to a two (2) year
      extension.

            


    

    


    
      	
              2)  

            	
              Employment.

            


    

    


    
      	
              a)  

            	
              Position. The Executive
      shall be employed by the Company as the President of
      the Company. The Executive shall perform the duties, undertake the
      responsibilities and exercise the authority customarily performed,
      undertaken and exercised by persons employed in a similar executive
      capacity. The Executive shall report only to the Board of the Parent
      Company.

            


    

     

    
      	
              b)  

            	
              Obligations. The Executive
      agrees to devote reasonable business time and attention to the business
      and affairs of the Company. The foregoing, however, shall not preclude the
      Executive from serving on corporate, civic or charitable boards or
      committees or managing personal investments, so long as such activities do
      not interfere with the performance of the Executive's responsibilities
      hereunder.  Parent Company understands Executive operates a
      private cattle business and shall allow Executive to operate such private
      cattle business to the extent that such other business does not materially
      interfere with the operation of the
Company.

            


    

     

    
      	
              c)  

            	
              Duties. President shall have
      full use of Company or Company’s cash and accounts receivables for the
      purpose of reasonably maintaining and expanding the Company’s
      business.

            


    

    


    
      	
              3)  

            	
              Base Salary. The Company
      agrees to pay or cause to be paid to the Executive a base salary of
      $50,000 per year
      or such larger amount as the Board may from time to time determine (the
      "Base Salary"). Such Base Salary shall be payable in accordance with the
      Company's customary practices applicable to its executive
      officers.

            


    

    


    
      	
              a)  

            	
              Expenses. All Company
      related expenses incurred by Executive shall be paid by
      Company.

            


    

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    
      	
              b)  

            	
              Health Insurance.
      Executive shall continue with the Health Insurance program as currently
      provided by the Company prior to the Company being acquired by the Parent
      Company.

            


    

    


    
      	
              4)  

            	
              Termination.

            


    

     

    
      	
              a)  

            	
              Death. The Executive's
      employment hereunder shall terminate upon the Executive's
      death.  In this unlikely event, this employment contract is
      assigned to Colt Lee Cagle, son of Dean Cagle.  In the event
      that Colt Lee Cagle does not accept this position, then the next person to
      be offered this position before any other party is Douglas Gayle Jones,
      current Manager of Comanche Livestock Exchange,
  LLC.

            


    

     

    
      	
              b)  

            	
              Disability. Either the
      Executive or the Company shall be entitled to terminate the Executive's
      employment for "Disability" by giving the other party a Notice of
      Termination (as defined below). For purposes of this Agreement,
      "Disability" shall mean the Executive's inability to perform his duties
      for a period of 180 consecutive days as a result of physical or mental
      impairment, illness or injury, and such condition, in the opinion of a
      medical doctor selected by the Company and reasonably acceptable to the
      Executive or his legal representative, is total and
      permanent.  In this unlikely event, this employment contract is
      assigned to Colt Lee Cagle, son of Dean Cagle.  In the event
      that Colt Lee Cagle does not accept this position, then the next person to
      be offered this position before any other party is Douglas Gayle Jones,
      current Manager of Comanche Livestock Exchange,
  LLC.

            


    

     

    
      	
              c)  

            	
              Cause. The Company shall
      be entitled to terminate the Executive's employment for "Cause." For
      purposes of this Agreement, "Cause" shall mean that the Executive (i)
      pleads "guilty" or "no contest" to or is convicted of an act which is
      defined as a felony under federal or state law, or engages in willful
      misconduct which could reasonably be expected to harm the Company's
      business or its reputation. For this purpose, an act or failure to act
      shall be considered "willful misconduct" only if done, or omitted to be
      done, by the Executive in bad faith and without a reasonable belief that
      such act or failure to act was in the best interests of the
      Company.

            


    

     

    
      	
              d)  

            	
              Good Reason. The
      Executive may terminate his employment hereunder for "Good Reason" by
      delivering to the Company (i) a Preliminary Notice of Good Reason (as
      defined below), and (ii) not earlier than 30 days from the delivery of
      such Preliminary Notice of Good Reason, a Notice of Termination. For
      purposes of this Agreement, "Good Reason" shall mean the occurrence of any
      of the following without the Executive's prior written
      consent:

            


    

     

    
      	
              A.  

            	
              the
      failure to continue in the hired role of the
  Company;

            


    

     

    
      	
              B.  

            	
              a
      material diminution in the Executive's duties, or the assignment to the
      Executive of duties materially inconsistent with, or the failure to assign
      to the Executive duties which are materially consistent with, his duties,
      positions, authority, responsibilities and reporting requirements as set
      forth in Section 2 of this Agreement, or the assignment of duties which
      materially impair the Executive's ability to function as the Chairman and
      Chief Executive Officer of the
Company;

            


    

     

    
      	
              C.  

            	
              a
      reduction in or a material delay in payment of the Executive's total cash
      compensation and benefits from those required to be provided in accordance
      with the provisions of this
Agreement;

            


    

     

    
      	
              D.  

            	
              the
      Company, the Board or any person controlling the Company requires the
      Executive to be based outside of the United States, other than on travel
      reasonably required to carry out the Executive's obligations under this
      Agreement; or

            


    

     

    
      	
              E.  

            	
              the
      failure of the Company to obtain the assumption in writing of its
      obligation to perform this Agreement by any successor to all or
      substantially all of the assets of the Company not later than the
      effective date of a merger, consolidation, sale or similar transaction;
      provided, however, that "Good Reason" shall not include acts not taken in
      bad faith which are cured by the Company in all respects not later than 30
      days from the date of receipt by the Company of a written notice from the
      Executive identifying in reasonable detail the act or acts constituting
      "Good Reason" (a "Preliminary Notice of Good Reason") or acts taken by the
      Company to reassign the Executive's duties and/or titles to another person
      or persons if the Executive has suffered a physical or mental infirmity
      which renders him unable to substantially perform his duties under this
      Agreement, provided that any such acts may be taken by the Company
      only after receiving an opinion of a physician reasonably acceptable to
      the Executive or his legal representative stating that there is no
      reasonable likelihood that the Executive will be able to return to
      full‐time employment with the Company performing his duties hereunder
      within 180 days. A Preliminary Notice of Good Reason shall not, by itself,
      constitute a Notice of Termination.

            


    

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    
      	
              e)  

            	
              Voluntary; Retirement.
      The Executive may terminate his employment hereunder at any time and for
      any reason other than Good Reason or Disability (or for no reason) by
      giving the Company a Notice of Termination. Such voluntary termination
      shall be a "Retirement" and such termination shall not be deemed a breach
      of this Agreement.

            


    

     

    
      	
              f)  

            	
              Notice of Termination.
      For purposes of this Agreement, a "Notice of Termination" shall mean a
      notice which indicates the specific termination provision in this
      Agreement relied upon and which sets forth in reasonable detail, if
      applicable, the facts and circumstances claimed to provide a basis for
      termination of the Executive's employment under the provision so
      indicated. For purposes of this Agreement, no purported termination of
      employment which requires a Notice of Termination shall be effective
      without such Notice of Termination. The Termination Date (as defined
      below) specified in such Notice of Termination shall be no less than two
      weeks from the date the Notice of Termination is given; provided, however,
      that (i) if the Executive's employment is terminated by the Company due to
      Disability, the date specified in the Notice of Termination shall be at
      least 30 days from the date the Notice of Termination is given to the
      Executive and (ii) if the Executive terminates his employment in
      accordance with Subsection 4(f) of this Agreement, the date specified in
      the Notice of Termination shall be at least 30 days from the date the
      Notice of Termination is given to the
Company.

            


    

     

    
      	
              g)  

            	
              Termination Date.
      "Termination Date" shall mean the date of the termination of the
      Executive's employment with the Company and specifically (i) in the case
      of the Executive's death, his date of death; (ii) in the case of a
      termination of the Executive's employment for Cause, the relevant date
      specified in Section 4 of this Agreement; (iii) in the case of the
      expiration of the Term of this Agreement in accordance with Section 1, the
      date of such expiration; and (iv) in all other cases, the date specified
      in the Notice of Termination.

            


    

    


    
      	
              5)  

            	
              Compensation Upon Termination
      of Employment.  If Executive is terminated
      by the Company, Company shall pay two (2) months compensation, at the last
      base rate paid prior to
termination.

            


    

    


    
      	
              6)  

            	
              Employee
      Covenants.

            


    

     

    
      	
              a)  

            	
              Unauthorized Disclosure.
      The Executive shall not, during the term of this Agreement and thereafter,
      make any Unauthorized Disclosure. For purposes of this Agreement,
      "Unauthorized Disclosure" shall mean disclosure by the Executive without
      the prior written consent of the Board to any person, other than an
      employee of the Company or a person to whom disclosure is reasonably
      necessary or appropriate in connection with the performance by the
      Executive of his duties as an executive officer of the Company, of any
      confidential information relating to the business or prospects of the
      Company including, but not limited to, any confidential information
      with respect to any of the Company's customers, products, methods of
      distribution, strategies, business and marketing plans and business
      policies and practices, except (i) to the extent disclosure is or may be
      required by law, by a court of law or by any governmental agency or other
      person or entity with apparent jurisdiction to require him to divulge,
      disclose or make available such information or (ii) in confidence to an
      attorney or other advisor for the purpose of securing professional advice
      concerning the Executive's personal matters provided such attorney or
      other advisor agrees to observe these confidentiality provisions.
      Unauthorized Disclosure shall not include the use or disclosure by the
      Executive, without consent, of any information known generally to the
      public or known within the Company's trade or industry (other than as a
      result of disclosure by him in violation of this Subsection 6(a)). This
      confidentiality covenant has no temporal, geographical or territorial
      restriction.

            


    

     

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

     

    
      	
              b)  

            	
              Non Competition. During the
      Non‐Competition/No‐Raid Period described below, the Executive shall not,
      directly or indirectly, in the continental United States of America,
      without the prior written consent of the Company, own, manage, operate,
      join, control, be employed by, consult with or participate in the
      ownership, management, operation or control of, or be connected with (as a
      stockholder, partner, or otherwise), any business, individual, partner,
      firm, corporation or other entity that competes, directly or indirectly,
      with the Company or any affiliate of the Company; provided, however, that
      the "beneficial ownership" (as that term is defined in Rule 13d‐3 under
      the Exchange Act) by the Executive after his termination of employment
      with the Company, either individually or as a member of a "group" for
      purposes of Section 13(d)(3) under the Exchange Act and the regulations
      promulgated thereunder, of not more than two percent (2%) of the voting
      stock of any publicly‐held corporation shall not be a violation of this
      Agreement.

            


    

     

    
      	
              c)  

            	
              Non‐Solicitation. During the
      Non‐Competition/No‐Raid Period described below, the Executive shall not,
      either directly or indirectly, alone or in conjunction with another
      person, interfere with or harm, or attempt to interfere with or harm, the
      relationship of the Company, its subsidiaries and/or affiliates, with any
      person who at any time was an employee, customer or supplier of the
      Company, its subsidiaries and/or affiliates or otherwise had a business
      relationship with the Company, its subsidiaries and/or
      affiliates.

            


    

     

    
      	
              d)  

            	
              For
      purposes of this Agreement, the "Non‐Competition/No‐Raid Period" means the period
      the Executive is employed by the Company plus one year
      thereafter.

            


    

     

    
      	
              e)  

            	
              Remedies. The Executive
      agrees that any breach of the terms of this Section 6 would result in
      irreparable injury and damage to the Company for which the Company would
      have no adequate remedy at law; the Executive therefore also agrees that
      in the event of said breach or any threat of breach, the Company shall be
      entitled to an immediate injunction and restraining order to prevent such
      breach and/or threatened breach and/or continued breach by the Executive
      and/or any and all persons and/or entities acting for and/or with the
      Executive, without having to prove damages, in addition to any other
      remedies to which the Company may be entitled at law or in equity.
      The terms of this Subsection 6(d) shall not prevent the Company from
      pursuing any other available remedies for any breach or threatened breach
      hereof, including but not limited to the recovery of damages from the
      Executive. The Executive and the Company further agree that the provisions
      of the covenants not to compete and solicit are reasonable and that the
      Company would not have entered into this Agreement but for the inclusion
      of such covenants herein. Should a court or arbitrator determine, however,
      that any provision of the covenants is unreasonable, either in period of
      time, geographical area, or otherwise, the parties hereto agree that the
      covenants should be interpreted and enforced to the maximum extent which
      such court or arbitrator deems
reasonable.

            


    

    


    
      	
              7)  

            	
              Indemnification.

            


    

     

    
      	
              a)  

            	
              The
      Company agrees that if the Executive is made a party, or is threatened to
      be made a party, to any action, suit or proceeding, whether civil,
      criminal, administrative or investigative (a "Proceeding"), by reason of
      the fact that he is or was a director, officer or employee of the Company
      or is or was serving at the request of the Company as a director, officer,
      member, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise, including service with respect to
      employee benefit plans, whether or not the basis of the Proceeding is the
      Executive's alleged action in an official capacity while serving as a
      director, officer, member, employee or agent, the Executive shall be
      indemnified and held harmless by the Company to the fullest extent legally
      permitted or authorized by the Company's certificate of incorporation or
      bylaws or resolutions of the Company's Board of Directors or, if greater,
      by the laws of the incorporation state of Company, against all cost,
      expense, liability and loss (including, without limitation, attorneys'
      fees, judgments, fines, ERISA excise taxes or other liabilities or
      penalties and amounts paid or to be paid in settlement) reasonably
      incurred or suffered by the Executive in connection therewith, and such
      indemnification shall continue as to the Executive even if he has ceased
      to be a director, member, employee or agent of the Company or other entity
      and shall inure to the benefit of the Executive's heirs, executors and
      administrators. The Company shall advance to the Executive all reasonable
      costs and expenses incurred by him in connection with a Proceeding within
      20 calendar days after receipt by the Company of a written request for
      such advance. Such request shall include an undertaking by the Executive
      to repay the amount of such advance if it shall ultimately be determined
      that he is not entitled to be indemnified against such costs and expenses;
      provided that the amount of such obligation to repay shall be limited
      to the after‐tax amount of any such advance except to the extent the
      Executive is able to offset such taxes incurred on the advance by the tax
      benefit, if any, attributable to a deduction realized by him for the
      repayment.

            


    

     

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    
      	
              b)  

            	
              Neither
      the failure of the Company (including its Board of Directors, independent
      legal counsel or stockholders) to have made a determination prior to the
      commencement of any Proceeding concerning payment of amounts claimed by
      the Executive under Section 7(a) above that indemnification of the
      Executive is proper because he has met the applicable standard of conduct,
      nor a determination by the Company (including its Board of Directors,
      independent legal counsel or stockholders) that the Executive has not met
      such applicable standard of conduct, shall create a presumption in any
      judicial proceeding that the Executive has not met the applicable standard
      of conduct.

            


    

     

    
      	
              c)  

            	
              The
      Company agrees to continue and maintain a directors' and officers'
      liability insurance policy covering the Executive, until such time as
      actions against the Executive are no longer permitted by law, with terms
      and conditions no less favorable than the most favorable coverage then
      applying to any other senior level executive officer or director of the
      Company.

            


    

    


    
      	
              8)  

            	
              Successors
      and Assigns.

            


    

     

    
      	
              a)  

            	
              This
      Agreement shall be binding upon and shall inure to the benefit of the
      Company, its successors and assigns and the Company shall require any
      successor or assign to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be required to perform it if no such succession or assignment had taken
      place. The term "the Company" as used herein shall include any such
      successors and assigns. The term "successors and assigns" as
      used herein shall mean a corporation or other entity acquiring or
      otherwise succeeding to, directly or indirectly, all or substantially all
      the assets and business of the Company (including this Agreement) whether
      by operation of law or otherwise.

            


    

     

    
      	
              b)  

            	
              Neither
      this Agreement nor any right or interest hereunder shall be assignable or
      transferable by the Executive, his beneficiaries or legal representatives,
      except by will or by the laws of descent and distribution. This Agreement
      shall inure to the benefit of and be enforceable by the Executive's
      legal personal representative.

            


    

    


    
      	
              9)  

            	
              Reserved.

            


    

    


    
      	
              10)  

            	
              Notice. For the purposes
      of this Agreement, notices and all other communications provided for in
      the Agreement (including the Notice of Termination) shall be in writing
      and shall be deemed to have been duly given when personally delivered or
      sent by registered or certified mail, return receipt requested, postage
      prepaid, or upon receipt if overnight delivery service or facsimile is
      used, addressed as follows:

            


    

    


    


    
      	
              If to
      Company:

               

              Green
      Energy Live, Inc.

              Attention:
      Karen Clark

              1740
      44th
      Street, Suite 5-230

              Wyoming,
      MI  49519

               

            	
              If
      to Executive:

               

              Dean
      Cagle

              Comanche
      Livestock Exchange, LLC

              Highway
      67/377

              Comanche,
      Texas 76442

               

               

            


    

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
 

    
      	
              11)  

            	
              Settlement of Claims. The
      Company's obligation to make the payments provided for in this Agreement
      and otherwise to perform its obligations hereunder shall not be affected
      by any circumstances, including, without limitation, any set‐off,
      counterclaim, recoupment, defense or other right which the Company may
      have against the Executive or
others.

            


    

    


    
      	
              12)  

            	
              Survivorship. Except as
      otherwise set forth in this Agreement, the respective rights and
      obligations of the Executive and the Company hereunder shall survive any
      termination of the Executive's
employment.

            


    

    


    
      	
              13)  

            	
              Miscellaneous. No
      provision of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to n writing and signed
      by the Executive and the Company. No waiver by either party hereto at any
      time of any breach by the other party hereto of, or compliance with, any
      condition or provision of this Agreement to be performed by such other
      party shall be deemed a waiver of similar or dissimilar provisions or
      conditions at the same or at any prior or subsequent time. No agreement or
      representations, oral or otherwise, express or implied, with respect to
      the subject matter hereof have been made by either party which are not
      expressly set forth in this
Agreement.

            


    

    


    
      	
              14)  

            	
              Governing Law / Venue. This Agreement
      shall be governed by and construed in accordance with the laws of the
      State of Texas, without regard to the choice of law rules utilized in that
      jurisdiction.  The venue shall be Comanche County,
      Texas..

            


    

    


    
      	
              15)  

            	
              Severability. The
      provisions of this Agreement shall be deemed severable and the invalidity
      or unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions
hereof.

            


    

    


    
      	
              16)  

            	
              Entire
      Agreement. This Agreement constitutes
      the entire agreement between the parties hereto and supersedes all
      prior agreements, if any, understandings and arrangements, oral or
      written, between the parties hereto with respect to the subject matter
      hereof. This Agreement may be executed in one or more
      counterparts.

            


    

    


    
      	
              17)  

            	
              Company Representation.
      The Company represents and warrants that it has obtained or will obtain
      any corporate approvals which are necessary for the Company to enter into
      and implement this Agreement.

            


    

    


    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has executed this Agreement as of the
day and year first above written.

    


    
      
        	
                “Executive”

              	 
      	 
      	 
      	
                “Company”

              	 
      	 
      
	
                Dean
      Cagle

              	 
      	 
      	 
      	
                Green
      Energy Live, Inc.

              	 
      	 
      
	 	 	 	 	 	 	 
	/s/
      Dean Cagle	 
      	07/24/2009	 
      	/s/
      Karen Clark	 
      	 07/24/2009
	 
      	 
      	
                Date

              	 
      	
                Karen
      Clark

                CEO

              	 
      	
                Date