Pladeo Corp. 8-K


Exhibit
10.2


 






EXECUTIVE
EMPLOYMENT AGREEMENT


 


 


This
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated March 14, 2014 by and between Capital Growth Corporation a
company incorporated under the laws of Colorado (the “Company”), and Jose Ramirez, an individual (the “Executive”).


 


WHEREAS,
the Company, through its Board of Directors (the “Board”), considers the maintenance of competent and experienced
officers to be essential to its long term success; and


 


WHEREAS,
the Executive has been and continues to be a valuable employee of the Company; and


 


WHEREAS,
the Board believes it is in the Company’s and its shareholders’ best interests to retain the services of the Executive;
and


 


WHEREAS,
the Company and Executive desire to enter into an agreement to provide for the Executive’s employment by the Company upon
the terms and conditions set forth in this Agreement.


 


NOW
THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally
bound, agree as follows:


 


1.Employment.
The Company hereby agrees to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive’s
duties and responsibilities in accordance with the terms and conditions hereinafter set forth.


 


1.1Duties
and Responsibilities. Executive shall serve as Vice President and Chief Operating Officer. During the Employment Term, Executive
shall perform all duties and accept all responsibilities incident to such position and other appropriate duties as may be assigned
to Executive by the Company’s Board of Directors from time to time. Executive shall also serve as a director of the Company
if requested by the Company’s Board of Directors and as an officer of one or more of the Company’s subsidiaries without
any additional compensation. The Company shall retain full direction and control of the manner, means and methods by which Executive
performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered.


 


1.2Employment
Term. The initial term of employment shall be for a period of three (3) years commencing as of the date of this Agreement.
After the initial term, this Agreement shall be automatically extended for additional one year terms on the annual anniversary
date of this Agreement, unless either the Company, through its Board, or the Executive gives contrary written notice (the “Non-Renewal
Notice”) to the other not less than three (3) months in advance of such anniversary date. References herein to the term
of this Agreement, as amended, shall refer to both such initial term and such successive terms.


 




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1.3Extent
of Service. During the Employment Term, Executive agrees to use Executive’s best efforts to carry out the duties and
responsibilities under Section 1.1 hereof and to devote substantially all Executive’s business time, attention and energy
thereto. Executive further agrees not to work either on a part-time or independent contracting basis for any other business or
enterprise during the Employment Term without the prior written consent of the Company’s Board of Directors (the “Board”),
which consent shall not be unreasonably withheld.


 


1.4Compensation.
The Company shall pay the Executive a base annual salary hereunder of:


 


$100,000
through December 31, 2014


$125,000
for calendar year 2015


$150,000
for the remainder of the term of this Agreement


 


payable
in equal semi-monthly installments or at such other intervals as shall be agreed upon by the parties. The Executive’s base
annual salary may be increased from time to time as determined by the Board, and, if so increased, such base annual salary shall
not thereafter, during the Executive’s employment under the Agreement, be decreased, and the obligation of the Company hereunder
to pay the Executive’s base annual salary shall thereafter relate to such increased base annual salary.


 


1.5Car
Allowance. The Company shall provide to the Executive a car allowance of not less than $500.00 per month during the term of
this Agreement.


 





1.6Other
Benefits. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans and programs
made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs
may be in effect from time to time (the “Benefit Coverages”), including, without limitation, medical, dental, hospitalization,
short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident
insurance. Executive shall be provided office space and staff assistance appropriate for Executive’s position and adequate
for the performance of his duties.


 


1.7Reimbursement
of Expenses: Vacation. Executive shall be provided with reimbursement of expenses related to Executive’s employment
by the Company on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion,
for senior level executives as a group. Executive shall be entitled to vacation and holidays in accordance with the Company’s
normal personnel policies for senior level executives, but not less than two (2) weeks of vacation per calendar year, provided
Executive shall not utilize more than ten (10) consecutive business days without the express consent of the Board of Directors.
Unused vacation time will be forfeited as of December 31 of each calendar year of the Employment Term.


 


1.8No
Other Compensation. Except as expressly provided in Sections 1.4 through 1.7, Executive shall not be entitled to any other
compensation or benefits.




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2.Confidential
Information. Executive recognizes and acknowledges that by reason of Executive’s employment by and service to the Company
before, during and, if applicable, after the Employment Term, Executive will have access to certain confidential and proprietary
information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,”
product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and
pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information
(collectively referred to as “Confidential Information”). Executive acknowledges that such Confidential Information
is a valuable and unique asset of the Company and Executive covenants that he will not, unless expressly authorized in writing
by the Company, at any time during the course of Executive’s employment use any Confidential Information or divulge or disclose
any Confidential Information to any person, firm or corporation except in connection with the performance of Executive’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Executive
also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential
Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is
in the public domain through no fault of Executive or except when required to do so by a court of law, by any governmental agency
having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information. All written Confidential
Information (including, without limitation, in any computer or other electronic format) which comes into Executive’s possession
during the course of Executive’s employment shall remain the property of the Company. Except as required in the performance
of Executive’s duties for the Company, or unless expressly authorized in writing by the Company, Executive shall not remove
any written Confidential Information from the Company’s premises, except in connection with the performance of Executive’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination
of Executive’s employment, the Executive agrees to return immediately to the Company all written Confidential Information
(including, without limitation, in any computer or other electronic format) in Executive’s possession.


 


3.Non-Competition;
Non-Solicitation.


 


3.1Non-Compete.
The Executive hereby covenants and agrees that during the term of this Agreement and for a period of two years following the end
of the Employment Term, the Executive will not, without the prior written consent of the Company, directly or indirectly, on his
own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have
any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a
shareholder, agent, joint venturer, security holder, trustee, partner, consultant, creditor lending credit or money for the purpose
of establishing or operating any such business, partner or otherwise) which is competitive with the then existing business of
Company being conducted in the Covered Area, as defined hereinbelow. For the purpose of this Section 3.1, “Covered Area”
shall mean all geographical areas of the United States and foreign jurisdictions where Company




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then
has offices and/or sells its products directly or indirectly through distributors and/or other sales agents. Notwithstanding the
foregoing, the Executive may own shares of companies whose securities are publicly trades, so long as such securities do not constitute
more than one percent (1%) of the outstanding securities of any such company.


 


3.2Non-Solicitation.
The Executive further agrees that as long as the Agreement remains in effect and for a period of one (1) year from its termination,
the Executive will not divert any business of the Company and/or its affiliates or any customers or suppliers of the Company and/or
the Company’s and/or its affiliates’ business to any other person, entity or competitor, or induce or attempt to induce,
directly or indirectly, any person to leave his or her employment with the Company.


 


3.3Remedies.
The Executive acknowledges and agrees that his obligations provided herein are necessary and reasonable in order to protect the
Company and its affiliates and their respective business and the Executive expressly agrees that monetary damages would be inadequate
to compensate the Company and/or its affiliates for any breach by the Executive of his covenants and agreements set forth herein.
Accordingly, the Executive agrees and acknowledges that any such violation or threatened violation of this Section 3 will cause
irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise,
the Company and its affiliates shall be entitled to obtain injunctive relief against he threatened breach of this Section 3 or
the continuation of any such breach by the Executive without the necessity of proving actual damages.


 


4.Termination.


 


4.1By
Company. The Company, acting by duly adopted resolutions of the Board of Directors, may, in its discretion and at its option,
terminate the Executive’s employment with or without Cause, and without prejudice to any other right or remedy to which
the Company or Executive may be entitled at law or in equity or under this Agreement. In the event the Company desires to terminate
the Executive’s employment without Cause, the Company shall give the Executive not less than thirty (30) days advance written
notice. Termination of Executive’s employment hereunder shall be deemed to be “for Cause” in the event that
Executive violates any provisions of this Agreement, is guilty of any felony or an act of embezzlement, is guilty of willful misconduct
or gross neglect, misappropriation, concealment or conversion of any money or property of the Company or gross dereliction of
his duties hereunder or refuses to perform his duties hereunder after notice of such refusal to perform such duties or directions
was given to Executive by the Board of Directors.


 


4.2Involuntary
Termination. “Involuntary Termination” shall mean (i) the assignment to Executive of any duties or the significant
reduction of Executive’s duties, either of which is materially inconsistent with Executive’s position with the Company
and responsibilities in effect immediately prior to such assignment, or the removal of Executive from such position and responsibilities;
(ii) a material reduction by the Company in the compensation of Executive, without the Executive’s written consent, as in
effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of benefits to which
Executive is entitled immediately prior to such reduction with the result that Executive’s overall benefits package is




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significantly
reduced; (iv) the relocation of Executive to a facility or a location outside the United States on a permanent basis; (v) any
termination of Executive by the Company which is not effected for Misconduct, Cause or as a result of a Non Renewal Notice given
by the Company or Executive, or any purported termination for Misconduct or Cause for which the grounds relied upon are determined
by a court of competent jurisdiction not to be valid, unless Executive, following such purported termination, receives all compensation,
including vesting of all unvested stock options and restricted stock within five business days of such determination, or (vi)
the termination by Executive for Company’s violation of any material provision of this agreement, unless the grounds relied
upon are determined by a court of competent jurisdiction not to be valid.


 


4.3By
Executive’s Death or Disability. This Agreement shall also be terminated upon the Executive’s death and/or a finding
of permanent physical or mental disability, such disability expected to result in death or to be of a continuous duration of no
less than twelve (12) months, and the Executive is unable to perform his usual and essential duties for the Company.


 


4.4Voluntary
Termination. Executive may voluntarily terminate the Employment Term upon sixty (60) days’ prior written notice for
any reason; provided, however, that no further payments shall be due under this Agreement in that event except that Executive
shall be entitled to any benefits due under any compensation or benefit plan provided by the Company for executives or otherwise
outside of this Agreement.


 


4.5Compensation
on Termination.


 


(a)Cause
or Misconduct. In the event the Company terminates Executive for Cause or Misconduct, Executive shall not be entitled to any
compensation other than Base Salary accrued through the date of termination. Such termination shall also immediately cease the
vesting of all outstanding unvested options and restricted stock held on the date of termination and all such unvested options
shall thereupon expire.


 


(b)Voluntary
Termination. In the event Executive resigns from the Company voluntarily, Executive shall not be entitled to any compensation
other than Base Salary accrued through the effective date of his resignation.


 


(c)Involuntary
Termination. In the event Executive is terminated by the Company due to an Involuntary Termination prior to the expiration
of the Employment Term, the Company shall pay to Executive (i) the balance of Executive’s Base Salary in accordance with
the schedule such payments had been made during the six months preceding such termination for the remainder of the Employment
Term; and (ii) twenty five percent (25%) of such balance, representing an estimate of all bonuses which would have been paid during
such period, payable 60 days after such termination. In addition, the Company shall be obligated, for a period of twenty-four
(24) months after any Involuntary Termination, to continue to make available to Executive and to pay for all health, dental, vision,
life, dependent life, long-term disability, accidental death and dismemberment and other similar insurance plans existing on the
date of Executive’s termination, or to provide comparable coverage. The Company shall “gross-




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up”
Executive for any income required to be imputed by virtue of providing the benefits set forth in the preceding sentence, such
that the net economic result to Executive will be as if such benefits were provided on a tax-free basis.


 


(d)Death
or Disability. In the event of termination by reason of Executive’s death and/or permanent disability, Executive or
his executors, legal representatives or administrators, as applicable, shall be entitled to an amount equal to Executive’s
Base Salary accrued through the date of termination, plus a pro rata share of any annual bonus to which Executive would otherwise
be entitled for the year during which death or permanent disability occurs.


 


5.General
Provisions.


 


5.1Modification:
No Waiver. No modification, amendment or discharge of this Agreement shall be valid unless the same is in writing and signed
by all parties hereto. Failure of any party at any time to enforce any provisions of this Agreement or any rights or to exercise
any elections hall in no way be considered to be a waiver of such provisions, rights or elections and shall in no way affect the
validity of this Agreement. The exercise by any party of any of its rights or any of this elections under this Agreement shall
not preclude or prejudice such party from exercising the same or any other right it may have under this Agreement irrespective
of any previous action taken.


 


5.2Notices.
All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be
in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail as follows (provided
that notice of change of address shall be deemed given only when received):


 





		If to the Company, to:	Capital Growth Corporation
	 	 	21
    Alfred Road W
	 	 	Merrick, New York 11566
	 	 	 
	 	If to Executive, to:	Jose Ramirez
	 	 	1550 Larimer Street, Suite 866
	 	 	Denver, Colorado, 80202









 


Or
to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person
entitled to receive notices in the manner specified in this Section.


 


5.3Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.


 


5.4Further
Assurances. Each party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably
required to effectuate this Agreement.


 




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5.5Severability.
Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined
to be illegal or unenforceable, then such illegal or unenforceable provision shall be modified by the proper court or arbitrator
to the extent necessary and possible to make such provision enforceable, and such modified provision and all other provisions
of this Agreement and of each other agreement entered into pursuant to this Agreement shall be given effect separately from the
provisions or portion thereof determined to be illegal or unenforceable and shall not be affected thereby.


 


5.6Successors
and Assigns. Executive may not assign this Agreement without the prior written consent of the Company. The Company may assign
its rights without the written consent of the executive, so long as the Company or its assignee complies with the other material
terms of this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of the Company, and the Executive’s rights under this Agreement shall inure to
the benefit of and be binding upon his heirs and executors. The Company’s subsidiaries and controlled affiliates shall be
express third party beneficiaries of this Agreement.


 


5.7Entire
Agreement. This Agreement supersedes all prior agreements and understandings between the parties, oral or written. No modification,
termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination
or waiver is sought to be enforced.


 


5.8Counterparts;
Facsimile. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be
an original, and all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile
with original signatures to follow.


 


IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first written above.


 





	 	 	


CAPITAL
GROWTH CORPORATION



	 	 	 
	 	 	By:	/s/
    Joel C. Schneider
	 	 	Name:	Joel
    C. Schneider, CEO
	 	 		 
	 	 	/s/ Jose Ramirez
	 	 	Jose Ramirez
	 	 	 	 





 


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