Executive
Employment Agreement


 


This
Executive Employment
Agreement (the
“Agreement”) is made
as of 10/15/14
between Aja
Cannafacturing Inc.
with its principal
place of
business located
at Nevada
(the "Company")
and Kendall A Smith,
located in Las
Vegas, NV (the
"Executive").


 


1.      
Terms
of Employment


 


(a)      
Position. Company
hereby
employs
the Executive
CEO as President,
and the Executive accepts
such employment with
Company subject
to the terms
and conditions
of this
Agreement.


 


(b)      
Duties.
Executive shall
have such duties
and responsibilities as
may be assigned by
the Board of
Directors not inconsistent with
the position.


 


(c)      
Dedication.
Executive shall
devote his
full business
time and
best efforts to
the business
and affairs
of the
Company.


 


(d)      
Performance.
Executive shall
faithfully and
diligently perform
Executive’s duties
in conformity
with the directions of
the Company and
serve the Company
to the best
of Executive’s
abilities.


 


(e)       
Permitted
Activities.
Executive may:


 


(i)           
Serve on
industry, trade, civic
or charitable boards or
committees;


 


(ii)          
Engage
in charitable
activities and community
affairs; and


 


(iii)      
Manage personal
investments, as long
as such activities
do not materially
interfere with
the performance
of Executive's duties
and responsibilities.


 


2.      
Compensation


 


(a)      
Base
Salary


 


(i)                 
Salary.
Executive shall
receive a base salary
in the amount
of $100,000
as a "Base
Salary".


 


(ii)               
Payment. The Base
Salary shall be payable in accordance
with the customary
payroll practices of
the Company.
Contract date recognized
as 10/15/14. Compensation
initiation will
launch based on
the date of
adequate funding.
Therefore, any
compensation not paid on
time would be corrected
through a retro-active
payments.


 


(iii)            
Adjustments. The
Base Salary may
be increased from time
to time
during the term
of this
Agreement in
the sole discretion
of the Company
Board of
Directors.


 


(b)      
Signing
Bonus. Upon
execution of
this Agreement,
Company shall
pay to
Executive an
initial signing bonus
of 1,000,000
shares of
Class A Convertible
Preferred Stock.


 


(c)      
Performance
Bonus. For
each
fiscal year during the
term of
employment, the Executive shall
be eligible to receive
a bonus
in a
range of
10 – 125%
based on performance,
and as may
be determined from
time to
time by the Board
in its discretion
based on increase
of new


business
relationships are
made operational with
transactions and
functioning business
contracts are established.
(Performance scale
TBD)


 


(d)      
Incentive Compensation.
During the
term of
employment, the Executive shall
be eligible to participate
in any equity-based
incentive compensation plan
or program.


 



    	 



    	 



    

 





Preferred
Stock Compensation.
Preferred share
of AJAC
f/k/a IDS
Solar Technologies (IDST)
stock. This
shall become
convertible to
common shares
to a maximum
of 50.1%
of the
issued and outstanding
shares of
stock based
on the date of
signing of
this contract. These
would be granted
to the Executive
in five (5)
equal increments based on
the following
milestones:


 


(i)        
the initial
increment immediately
upon initiation of
this Agreement.


 


(ii)        
the second-third
of the balance
released upon
a business plan
and intellectual
Properties being
defined and
delivered to the company.


 


(iii)      
Final third
of balance
of preferred
stock granted upon
Revenue goals
established and
approved by the
company’s new
board upon
“Change of
Control” going
to Mr. Kendall
A. Smith.


 


3.      
Expenses


 


(a)      
Reimbursement. Company
shall pay
all reasonable travel,
dining and
other ordinary,
necessary and
reasonable business
expenses incurred
by the Executive in the
performance of
his duties
under this Agreement,
subject to budget
and/or other limitations
or conditions imposed
by the Executive
Committee and/or
the Board.


 


(b)      
Substantiation.
The Executive shall,
as a condition of
any such
payment or
reimbursement, submit verification, substantiation
and documentation of
the nature and
amount of
such expenses
in accordance
with the policies
of Company
which is submittal of
an Expense Report
with associated
receipts.


 


4.      
Holiday
& Vacation.


 


(a)      
Entitlement. The
Executive shall be entitled
to 3 weeks
(15 business
days) of
vacation leave
each year during
the term of
this Agreement
without any
deduction in
his compensation,
and at such times
within each year
as the Executive may
determine, taking into account
Company's schedule
and the Executive's
duties relative
thereto, such
vacation leave which
a maximum
of 1
week of
vacation shall be carried
over at the end
of each
year if
not fully
utilized in
that year.


 


(b)      
Vacation
Benefits
upon Termination.
Upon the termination
or expiration
of the Executive's
employment by
Company under
this Agreement,
the Executive shall be entitled
to compensation
for any
unutilized vacation leave.


 


(c)      
Paid
Holidays. 
The Executive
shall be entitled
to 11 (eleven)
recognized Company
Holidays annually
that will be paid
at throughout the duration of
employment agreement.


 


5.      
Benefits.


 


(a)      
Health
& Dental Insurance:
will be offered
to employee based
on company
policy of
50% paid
contribution by company
and 50% by
employee. This
employee becomes
eligible on first
day of
the month
following the completion
of 90 days
of employment.
This will include
Health and
Dental Insurance.


 


(b)      
Term Life
Insurance.
In addition
to any
term life insurance
provided as
an optional purchase
to Executives of
Company, Company
shall purchase a term
life insurance policy
in the amount
of $1,000,000
for personal life
on the life
of the Executive
Kendall A Smith, through
the company’s
deemed Insurance
supplier AIM Professional
Services. Executive would
identify beneficiaries
and the
policy shall
remain in effect
for the duration of
Executive's employment
with Company
under this Agreement.
The obligation of
Company to
purchase such policy
shall be conditioned
on Executive's
successful completion of
any required
medical examination(s) such that
the policy
can be bought at standard
rates. The Executive
shall, in his
sole discretion, name
the beneficiaries of
the policy.


 


(c)      
Key
Man Life
Insurance. The
Company has
the right but not the
obligation for
a term life
insurance policy
for Aja
Cannafacturing as
the beneficiary in
the amount of
$1,000,000 for
personal life on
the life of
the Executive,
through the
company’s deemed
Insurance supplier
AIM Professional
Services. The policy
shall remain in
effect for the
duration of
Executive's employment
with Company under
this Agreement.
The obligation
of Company
to purchase such
policy shall
be conditioned on Executive's
successful completion of
any required
medical examination(s)
such that
the policy
can be bought at standard
rates. The Executive
shall, in
his, name
the company as
sole beneficiary
of the policy.


 


6.      
Representations and
Warranties. The Company
and the Executive respectively
represents and
warrants to
each other
that each respectively
is fully
authorized and empowered
to enter
into the
Agreement and that
their entering into
the Agreement and
to each parties'
knowledge the performance
of their respective obligations
under the Agreement
will not violate
any agreement
between the Company
or the Executive respectively
and any other
person, firm or
organization or any
law or
governmental regulation.


 



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7.      
Confidential
Information


 


(a)      
Obligation. The
Executive agrees to
maintain the
strict confidentiality of
all Confidential
Information during the
term of
this Agreement
and thereafter.


 


(b)      
Scope.
For purposes
of this
Agreement, "Confidential
Information" shall mean
all information and
materials of
Company, and
all information
and materials
received by Company
from third parties
(including but not limited
to affiliates, subsidiaries,
chapters, and
members of
Company), which are not generally
publicly available
and all other information
and materials
which are of
a proprietary
or confidential nature,
even if
they are not
marked as such.


 


(c)      
Survival. This
provision shall
survive the termination of
this Agreement
indefinitely.


 


8.      
Intellectual Property


 


(a)      
Ownership. Executive
agrees that 
all copyrights, trademarks,
patents, and other intellectual
property rights
to works
or marks arising
in from
or in connection
with the Executive's
employment by
Company are
"work made
for hire" within
the definition of
Section 101 of the
Copyright Act
(17 U.S.C. 101) and shall
remain the
sole and exclusive property
of Company.


 


(b)        
Consulting
engagements
for executive,
in any
correlation to an
Aja Cannafacturing
market, products or
intellectual expertise would need
to be performed
as part of
Aja Cannafacturing Inc.,
or an
AJAC wholly
owned subsidiary.


 


(c)      
Assignment of
Interest.
To the extent any
work product is
not deemed
to be a work
made for
hire within the definition of
the Copyright Act,
Executive with
effect from
creation of
any and
all work
product, hereby
assigns, and
agrees to assign,
to Company all
right, title and interest
in and to
such work
product, including but
not limited
to copyright, all rights
subsumed thereunder,
and all other intellectual
property rights,
including all extensions
and renewals
thereof.


 


(d)      
Moral Rights.
Executive also
agrees to
waive any
and all moral
rights relating to
the work
product, including
but not
limited to,
any and
all rights
of identification
of authorship
and any
and all
rights of
approval, restriction
or limitation on use,
and subsequent
modifications.


 


(e)       
Assistance.
Executive further
agrees
to provide all
assistance reasonably
requested by Company,
both during
and subsequent to
the Term
of this
Agreement, in the
establishment, preservation
and enforcement of
Company's rights
in the work
product.


 


(f)       
Return
of
Property.
Upon the
termination of
this Agreement,
Executive agrees
to deliver promptly
to Company all
printed, electronic, audio-visual,
and other tangible manifestations
of work
product, including
all originals
and copies
thereof.


 


9.      
Non-Competition


 


(a)      
Restrictions. During
the term
of this
Agreement and
for a period
of 2 Years
of direct
competition immediately
following the
termination of
this Agreement,
Executive shall not,
directly or indirectly,
without the prior
written consent
Company, own,
manage, operate, join, control, finance
or participate in
the ownership,
management, operation, control or financing
of, or
be connected as
an officer, director,
employee, partner,
principal, agent, representative,
or consultant
of any
Entity engaged
in the Restricted
Business of
industrial hemp, or medicinal
marijuana, development, production or
sales in to these
markets Solar.


 


(b)      
Exceptions.
Executive shall
not be deemed
to be in contravention
of the
foregoing if
Employee participates
as a passive investor
holding up
to 1% of
the equity
securities of
an Entity engaged
in the Restricted
Business, which
securities are publicly
traded.


 



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10.      
Non-Solicitation.


During
the term of
this Agreement
and for
a one
year period
after any termination
of this
Agreement, Executive
will not,
without the prior
written consent of
the Company,
either directly
or indirectly,
on Executive
's own behalf
or in the
service or on behalf
of others,
solicit or
attempt to solicit,
divert or
hire away any
person employed by
the Company.


 


11.      
Non-Disparagement.


 


(a)      
Executive
Obligation.
Executive
will not
at any time,
during or
after the
Term, disparage, defame
or denigrate the
reputation, character,
image, products
or services
of the
Company, or of
any of
its Affiliates,
or, any of
its or
its Affiliate
s directors,
officers, stockholders, members, employees
or agents.


 


(b)      
Company
Obligation.
The Company
will not, except
as may be
required by law,
issue any
official press release
or statement which is intended
to disparage
Executive.


 


12.       
Acknowledgement.


 


Executive
expressly acknowledges that
the covenants
of this
Agreement are supported
by good and
adequate consideration,
and that
such covenants
are reasonable
and necessary in terms
of duration,
scope and
geographic area to
protect the legitimate
business interests
of Company.


 


13.      
Term
of Employment


 


(a)      
Initial Term.
The term
of the Executive's
employment under
this Agreement shall commence
on the Effective Date
and continue until
8/31/15 (the "Term"), unless
his employment
is sooner
terminated pursuant
to the provisions
of the
Termination of
Employment section.


 


(b)       
Automatic
Renewal.
Commencing
on 9/1/15
and on each
anniversary of
that date
thereafter, the Term
shall be extended
for an additional one year
period.


 


(c)       
Notice
Not to
Renew. Either
party may give
notice of
the intention not
to extend the
Term in
writing at
least 120 days
prior to each such
anniversary date.


 


14.      
Termination
of Employment


 


(a)      
Termination Upon
Death. This
Agreement shall terminate
automatically upon
the death of
the Executive.


 


(b)       
Automatic
Termination Upon
Disability.
This Agreement
shall terminate automatically
upon Total Disability
of the Executive.


 


Total
Disability.
Total Disability means
the Executive is unable to perform
the duties set forth in
this Agreement
for a period of
twelve consecutive
weeks, or 90 cumulative
business days
in any 12-month
period, as
a result
of physical
or mental illness or
loss of
legal capacity.


 



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(c)       
Termination Upon
Retirement. The
Executive may voluntarily
terminate this
Agreement at
any time
by reason
of Retirement.


 


Retirement.
Retirement is the
cessation by
Executive of all
full-time employment
of any
kind.


 


(d)       
Termination by
the Company
For Cause.
The Company
shall have the
right to terminate
Executive's employment
under this Agreement
at any
time for
Cause, which termination shall
be effective immediately.
Termination for
"Cause" shall include
termination for:


(i)                 
material breach
of this
Agreement by
Executive;


 


(ii)             
intentional nonperformance
or mis-performance of
such duties,
or refusal to abide
by or comply
with the reasonable
directives of
his superior
officers, or the
Corporation's policies
and procedures;


 


(iii)           
Executive's
gross
negligence in
the performance of
his material
duties under this
Agreement;


 


(iv)           
Executive's
willful dishonesty, fraud
or misconduct
with respect to
the business
or affairs
of the Corporation,
that in the reasonable judgment
of the
President and/or
the Board of
Directors materially and
adversely affects
the Corporation;


 


(v)               
Executive's
conviction of,
or a
plea of
nolo contendere
to, a
Class I
or II
felony or other
crime involving;


 


(vi)           
the commission of
any act
in direct
or indirect competition with
or materially
detrimental to
the best interests
of Corporation
that is
in breach
of Executive s
fiduciary duties of
care, loyalty and
good faith
to Corporation.


 


Cause
will not,
however, include any
actions or circumstances
constituting Cause under
(i) or (ii) above
if Executive cures
such actions or
circumstances within 30 days
of receipt
of written
notice from
Corporation setting
forth the
actions or
circumstances constituting
Cause. In the
event Executive's
employment under
this Agreement is
terminated for
Cause, Executive shall
thereafter have
no right to receive
compensation or
other benefits under
this Agreement.


 


Exception
to be expenses
and any earned
income up to
that point in time.


 


(e)       
Termination by
the Company
Without Cause.
The Company
may upon a
majority vote
of the Board
of Directors, terminate
the Executive's
employment under
this Agreement
without Cause
at any time
upon 120
days prior
written notice to
the Executive. 
Executive shall be
entitled to Severance
Benefits as
stated in
the Termination Benefits
section.


 


(f)      
Termination
Upon a
Change in Control.
If the Executive's
employment is
terminated by
the Company
without Cause
or by the Executive
for Good
Reason in connection
with or within
two years
after Change
in Control, the
Executive shall be entitled
to Severance
Benefits as
stated in
the Termination
Benefits section.


 


(g)       
Change
in Control.
For
purposes of
this Agreement,
unless the
Board determines
otherwise, a Change
of Control of
the Company shall
be deemed to
have occurred at
such time
as:


 


(i)                 
any
person
(as the term
is used
in Sections
13(d) and
14(d) of
the Securities Exchange
Act of
1934, as
amended (the
Exchange Act)) is
or becomes the
beneficial


owner
(as defined in
Rule 13d-3 under
the Exchange
Act), directly or
indirectly, of
voting securities
of the Company
representing more
than 50%
of the
Company s
outstanding voting
securities or
rights to acquire
such securities
except for any
voting securities
issued or purchased
under any
employee benefit plan of
the Company or
its subsidiaries;
or


 


(ii)               
any
sale,
lease,
exchange
or other transfer (in one
transaction or
a series
of transactions)
of all
or substantially all
of the assets
of the Company;
or


 


(iii)            
a plan of
liquidation of
the Company
or an agreement for
the sale or
liquidation of
the Company is
approved and completed;
or


 


(iv)             
the Board determines
in its sole discretion
that a
Change in Control
has occurred,
whether or
not any
event described
above has occurred
or is contemplated.


 



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(h)       
Termination by
the Executive for
Good Reason. 
The Executive may
terminate his
employment under
this Agreement
for Good Reason,
in which case
the Executive shall be
entitled to Severance
Benefits as
stated in
the Termination Benefits
section. For
purposes of
this Agreement,
"Good Reason" shall
mean the
occurrence of
any of
the following
events without
the Executive's written
consent:


 


(i)                 
a material
diminution of
the Executive's
title, authority,
status, duties or responsibilities;


 


(ii)               
any
reduction in
the Executive's
Base Salary;


 


(iii)            
a material breach
by the Company
of this Agreement;
or


 


(iv)             
the Company
requires Executive to locate
his office
to a location
more than fifty
miles outside
of the metropolitan
area of the
Executive's home
city.


 


(i)      
Termination
by the Executive
Without Good Reason.
The Executive may
terminate his
employment under
this Agreement
at any
time for
any reason
or no
reason by
giving the
Company 30 days
prior written
notice of
the termination.
Following any
such notice, the Company
may reduce
or remove any and
all of
Executive s duties,
positions and
titles with the
Company, and any such
reduction or
removal shall not constitute
Good Reason.


 


(j)      
Notice Requirements.
Any
Termination by
the Company
for Cause,
or by
Executive for Good Reason,
shall be communicated by Notice
of Termination
to the other
party hereto
given in
accordance with the Notice
section of
this Agreement.
For purposes
of this
Agreement, a "Notice
of Termination" means a
written notice which:


 


(i)                 
indicates
the specific
termination provision in
this Agreement
relied upon,


 


(ii)               
to the extent
applicable, sets
forth in reasonable
detail the facts
and circumstances
claimed to provide
a basis for
termination of Executive's
employment under the provision
so indicated and


 


(iii)            
if the
Date of
Termination (as defined
below) is
other than the date
of receipt of
such notice, specifies
the termination
date.


 


The failure
by Executive or the Company
to set forth
in the Notice
of Termination any
fact or
circumstance which contributes
to a showing
of Good Reason
or Cause
shall not
waive any right
of Executive
or the Company,
respectively, hereunder
or preclude Executive or
the Company,
respectively, from
asserting such
fact or circumstance
in enforcing
Executive's or
the Company's
rights hereunder.


 


(k)      
Date of
Termination. "Date
of Termination" means:


 


(i)                 
if the
Executive's employment
is Terminated
by the Company
for Cause,
or by
the Executive for
Good Reason, the date
of receipt of
the Notice of
Termination or any later
date specified
therein, as the
case may be,


 


(ii)               
if the
Executive's employment
is terminated
by the Company
other than for
Cause or
Disability, the Date
of Termination
shall be the
date on which the Company
notifies the Executive
of such
termination and


 


(iii)            
if the
Executive's employment
is terminated
by reason of
death, Retirement
or Disability,
the Date of
Termination shall be
the date of
death or
Retirement of
the Executive or
the Disability Effective Date,
as the case
may be.


 


(l)      
Release.
Notwithstanding
anything
in the
Severance Benefits
section to
the contrary, in no
event shall
the Executive be entitled
to receive any
amounts, rights or
benefits under the
Severance Benefits
section unless
the Executive executes a
release of claims
against the Company.


 



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15.      
Compensation
Upon Termination


 


(a)      
Accrued Obligations.
"Accrued
Obligations" shall mean, as
of the
Date of
Termination, the sum of:


 


(i)                 
the Executive's
base salary under this
Agreement through the Date
of Termination
to the extent not
theretofore paid,


(ii)               
the amount
of any
deferred compensation and
other cash
compensation accrued
by the Executive as
of the
Date of
Termination to the extent
not theretofore paid,


 


(iii)            
any
vacation pay,
expense reimbursements
and other
cash entitlements
accrued by
the Executive as of
the Date of
Termination to the extent
not theretofore paid,


 


(iv)             
any
grants
and awards
vested or
accrued under any
equity-based incentive
compensation plan or
program and


 


(v)               
all other
benefits which have
accrued as of
the Date of
Termination. For the
purpose of
this definition, except
as provided
in the applicable
plan, program
or policy,
amounts shall be deemed to
accrue ratably
over the
period during which
they are
earned, but no discretionary compensation
shall be deemed
earned or
accrued until it
is specifically
approved by the Board
in accordance
with the applicable
plan, program or
policy.


 


With
respect to the provision
of Other
Benefits, the term Other Benefits as
utilized in this
Section shall
include, without
limitation, and Executive shall
be entitled after
the Disability Effective Date
to receive.


 


(b)         
Severance Benefits.
"Severance
Benefits" shall mean,
as of the Date
of Termination, an amount
equal to the sum
of (i)
six (6)
months of the
Executive's then-current
annual base salary.


 


(c)       
Additional
Compensation. Reimbursement
of any
and all
expenses accrued up
to that
separation date.


 


(d)       
Cause;
Without Good Reason.
If the Executive's
employment is terminated
By the
Company For
Cause or
By the Executive
Without Good Reason
during the Employment
Period, the Company
shall provide to
the Executive the Accrued
Obligations, and shall
have no other severance
obligations under
this agreement. In
such case,
all Accrued
Obligations shall
be paid to
the Executive in a lump sum
in cash within 30 days
of the Date
of Termination.


 


(e)       
Without Cause; With
Good Reason.
If the Executive's
employment is
terminated By
the Company
Without Cause or
By the Executive
With Good Reason during
the Employment
Period, the Company
shall provide to the
Executive the Accrued
Obligations and
the Severance
Benefits as
described above. 
In such case,
all Accrued
Obligations shall
be paid to
the Executive in a lump
sum in cash within
30 days
of the
Date of
Termination and all Severance
Benefits shall
be payable in substantially
equal monthly
installments for
a period of
12 months (the
"Severance Period") in
accordance with the
Company's regular
payroll practices.


 


(f)     
Death,
Disability
or Retirement.
If Executive
s employment
is terminated
by reason
of Executive’s
death, Disability or
Retirement, the Company
shall pay
to the
Executive (or the Executive’s
estate or beneficiaries) the Accrued
Obligations. In such
case, all
Accrued Obligations
shall be paid
to the Executive
in a lump sum in cash
within 30 days of
Executive’s death,
Disability or Retirement.


 


(g)       
Nature
of Payments.
Any
amounts
due under
this Section
are in the
nature of
severance payments
considered to
be reasonable by the Company
and are not
in the
nature of
a penalty.


 


16.      
Indemnification.
The Company
shall indemnify
the Executive,
to the maximum
extent permitted
by applicable law
and by its
certificate of
incorporation, against
all costs, charges and expenses
incurred or
sustained by the Executive in connection
with any action,
suit or
proceeding to which he
may be made
a party
by reason of
being an officer, director
or employee
of the Company
or of
any subsidiary or
affiliate of
the Company
or any other
corporation for
which the Executive serves
in good faith
as an officer, director,
or employee
at the Company's
request.


 



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17.      
General
Provisions


 


(a)      
Entire
Agreement.
This Agreement
constitutes the
entire agreement
between the parties, and supersedes
all prior agreements, representations
and understandings
of the parties,
written or
oral.


 


(b)       
Counterparts.
This
Agreement may
be executed in counterparts,
each of which
shall be deemed
to be an original,
but all
of which,
taken together,
shall constitute
one and the same
agreement.


 


(c)       
Amendment.
This Agreement
may be amended
only by written
agreement of
the parties.


 


(d)       
Notices.
All notices
permitted or
required under this
Agreement shall be in writing
and shall
be delivered in person or
mailed by first class, registered
or certified
mail, postage prepaid, to
the address of
the party
specified in this
Agreement or
such other address
as either party may
specify in
writing. Such notice shall
be deemed to
have been given upon
receipt.


 


(e)       
Assignment.
This
Agreement
shall not
be assigned by
either party
without the consent of
the other party.


 


(f)      
Governing Law.
This
Agreement shall be
governed by and
construed in accordance
with the laws
of the State
of California,
without regard to
its conflict of
laws rules.


 


(g)       
No
Waiver
of Rights.
A failure
or delay
in exercising any
right, power
or privilege
in respect
of this
Agreement will
not be presumed
to operate as
a waiver,
and a single
or partial exercise
of any
right, power or
privilege will not
be presumed to preclude
any subsequent
or further
exercise, of
that right, power
or privilege or
the exercise of
any other
right, power or privilege.


 


 


Aja Cannafacturing
Inc.


 


 


By:
/s/ Scott Plantinga  


Print
name: Scott Plantinga


Title:
CEO


 


  


/s/ Kendall A. Smith 


Kendall
A. Smith




 






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