ex10_14.htm


    
      

    

    
       

      Exhibit
        No. 10.14

      EMPLOYMENT
        AGREEMENT

      


      


      THIS
        EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 1, 2006 by
        and between Shearson Financial Network, Inc., a Nevada corporation (the
“Company”) and Theresa Carlise (“Executive”).

      


      WITNESSETH:

      


      WHEREAS,
        the Company and Executive desire to enter into this Agreement to assure the
        Company of the continuing and exclusive service of Executive and to set forth
        the terms and conditions of Executive’s employment with the
        Company.

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants set forth
        herein, the parties agree as follows:

      


      
        	
                 

              	
                1.

              	
                Term:  The
                  Company agrees to employ Executive and Executive hereby accepts
                  such
                  employment, in accordance with the terms of this Agreement, commencing
                  as
                  of the date hereof and ending on the third anniversary of the date
                  hereof
                  unless this Agreement is earlier terminated as provided
                  herein.  Notwithstanding any other provision of this Agreement,
                  the Company shall have an obligation to make any payments to Executive
                  for
                  Base Salary and Bonuses, as defined below and as required by this
                  Agreement.

              


      

      


      
        	
                 

              	
                2.

              	
                Services
                  and Exclusivity of Services: So long as this Agreement shall
                  continue in effect, Executive shall devote Executive’s full business time,
                  energy and ability to the matters related thereto in order to perform
                  duties as assigned by the Board of directors of the Company (the
“Board”),
                  Executive shall use Executive’s best efforts and abilities to promote the
                  Company’s interests and shall perform the services contemplated by this
                  Agreement in accordance with policies established by and under
                  the
                  direction of the Board.  Executive agrees to serve without
                  additional remuneration in such executive capacities for one or
                  more
                  direct or indirect Affiliates of the Company as the Board may from
                  time to
                  time request, subject to appropriate authorization by the Affiliate
                  or
                  Affiliates involved and any limitations under applicable
                  law.  Executive agrees to faithfully and diligently promote the
                  business, affairs and interests of the Company and its
                  Affiliates.

              


      

      


      Without
        the prior express written authorization of the Board, Executive shall not,
        directly or indirectly, during the term of this Agreement engage in any activity
        competitive with or adverse to the Company’s business, whether alone, as a
        partner, officer, director, employee or significant investor of or in any
        other
        entity.  (An investment of greater than 5% of the outstanding capital
        or equity securities of an entity shall be deemed significant for these
        purposes.)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Executive
        represents to the Company that Executive has no other outstanding commitments
        inconsistent with any of the terms of this Agreement or the services to be
        rendered hereunder.

      


      3
        Duties and Responsibilities:  In addition to his/her
        duties as an employee as discussed herein, Executive shall serve as Chief
        Financial Officer of the Company for the duration of this
        Agreement.  Executive’s duties as an Executive shall be overall
        responsibility and authority, subject to authorities and limitations as
        established by the “Board”, to implement and continue to develop the business
        strategies of the Company.  In the performance of Executive’s duties,
        Executive shall report directly to and shall be subject to the direction
        of the
        Chief Executive Officer and/or the Board.

      


      Executive
        agrees to observe and comply with the rules and regulations of the Company
        as
        adopted by the Board respecting the performance of Executive’s duties and agrees
        to carry out and perform orders, directions and policies of the Company and
        its
        Board as they may be, from time to time, stated either orally or in
        writing.  The Company agrees that the duties which may be assigned to
        Executive shall be usual and customary duties of the position(s) to which
        Executive may from time to time be appointed or elected and shall not be
        inconsistent with the provisions of the charter documents of the Company
        or
        applicable law.  Executive shall have such corporate power and
        authority as shall reasonably be required to enable Executive to perform
        the
        duties required in any office that may be held, subject to the limitations
        on
        such powers imposed by the Chief Executive Officer or the Board.

      


      4
        Compensation:

      


      Base
        Compensation:

      


      During
        the term of this Agreement, the Company agrees to pay Executive a base salary
        at
        the rate of $196,800.00 per year from the date hereof to October 1
        2009, subject to increases at the discretion of the
        Compensation Committee of the Board, payable in accordance with the Company
        practices in effect from time to time.

      


      Bonuses:

      


      Executive
        shall be eligible for General Bonuses (as defined below) and Performance
        Bonuses
        (as defined below) as follows (collectively, “Bonuses”):

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      General
        Bonuses:  Executive shall be eligible for bonuses in accordance
        with any bonus or other incentive compensation plans adopted by the Board
        (“General Bonuses”).

      
        	
                 

              	
                (i)

              	
                Performance
                  Bonuses:  With respect to each fiscal year in which the
                  actual revenues and net income of Shearson Financial Network Inc.
                  after
                  taxes (as determined by the Company’s public accountants) equal or exceed
                  the actual projected revenue and net income amounts set forth in
                  the
                  budget projections approved by the Board for such fiscal year,
                  the Company
                  shall pay the Executive a bonus (the “Performance Bonus”).  The
                  Performance Bonus shall be in an amount equal to (a) 50% of the
                  Base
                  Salary on the last day of such fiscal year plus (b) the product
                  of the
                  Base Salary on the last day of such fiscal year, multiplied by
                  the
                  percentage by which the Company’s actual net income for such fiscal year
                  exceeded it projected net income for such fiscal year, if
                  any.

              


      

      
        	
                 

              	
                (ii)

              	
                Deferral
                  of Performance Bonuses: Notwithstanding anything else contained herein
                  to the contrary, Executive may elect in writing on forms provided
                  by the
                  Company to receive the entire Performance Bonus in the form of
                  restricted
                  stock if Executive makes such election prior to December 31 of
                  the fiscal
                  year to which the Performance Bonus
                  relates.

              


      

      
        	
                 

              	
                (iii)

              	
                Restricted
                  Stock:  All shares of restricted stock awarded pursuant to
                  this Agreement will be granted subject to the terms and restrictions
                  on
                  the actual certificate as issued at time of signing this Agreement.
                  Executive shall be eligible under the plan as approved by the Board
                  of
                  Directors to receive Ten Million (10) shares. Such shares shall
                  vest over
                  a 3 year period and only upon satisfaction of Executives performance,
                  the
                  shares shall be exercisable in part for each month of employment
                  completed
                  or in whole after 3 years from initial date of July 1, 2006. Said
                  shares
                  shall be subject to adjustments such as stock splits and other
                  modifications such that the number of shares stated above shall
                  adjust
                  according to such forward or reverse splits in the Company’s
                  stock.

              


      

      


      Additional
        Benefits:  The Company agrees to provide the following “Additional
        Benefits” to Executive:

      


      Medical
        plan coverage for Executive, his spouse and dependents, if any, at the expense
        of the Company, with such coverage (or comparable coverage) to continue
        following termination of employment (other than for “Cause” or without “Good
        Reason” as each term is defined in this Agreement) until Executive and spouse
        are eligible for Medicare; and

      


      All
        rights and benefits for which Executive is otherwise eligible under any pension
        plan, profit-sharing plan, dental, disability, or insurance plan or policy
        or
        other plan or benefit that the Company or its Affiliates may provide for
        Executive or (provided Executive is eligible to participate therein) for
        employees of the Company generally, as from time to time in effect, during
        the
        term of this Agreement.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Stock
        Options:  Executive shall be eligible for stock option grants
        under the Company’s stock option plans as administered by the Board or the
        Compensation Committee of the Board. Affirmatively, Executive shall have
        the
        right to purchase Ten Million  (10,000,000) shares of the $.01 par
        value common stock at a purchase price of Five Cents ($.0.05) or the price
        of
        the initial Registration Statement to be filed with the Securities and Exchange
        Commission Form SB-2. The purchase price shall be determined based on the
        lower
        of the two prices. The Company at its option and sole discretion shall establish
        the exercise period in accordance with the Company stock option
        plan.

      


      Perquisites:
        Executive shall be entitled to four weeks paid vacation and other perquisites
        in
        accordance with the plans, policies, programs and practices which are at
        least
        as favorable as those in effect with respect to other peer employees of the
        Company.

      


      5.
        Termination: This Agreement and all obligations hereunder (except
        the obligations contained in Sections 4, 7, 8, 9 and 10 (Additional Benefits,
        Confidential Information, Non-Competition, No Solicitation of Customers and
        Noninterference with Executives) which shall survive any termination hereunder)
        shall terminate upon the earliest to occur of any of the following:

      


      Expiration
        of Term:  The expiration of the term provided for in Section 1 or
        the voluntary termination by Executive or retirement from the Company in
        accordance with the normal retirement policies of the Company.

      


      Death
        or Disability of Executive: The death or disability of
        Executive.  For the purposes of this Agreement, disability shall mean
        the absence of Executive performing Executive’s duties with the Company on a
        full-time basis for a period of six months period, as a result of incapacity
        due
        to mental or physical illness which is determined to be total and
        permanent by a physician selected by the Company or its insurers and
        acceptable to Executive or Executive’s legal representative (such agreement as
        to acceptability not to be withheld unreasonably).  If Executive shall
        become disabled, Executive’s employment may be terminated by written notice from
        the Company to Executive.

      


      For
        Cause or Without Good Reason:  The Company may terminate
        Executive’s employment and all of Executive’s rights to receive Base Salary and
        Bonuses hereunder for Cause or upon the resignation of Executive without
        Good
        Reason.  For purposes of this Agreement, the term “Cause” shall be
        limited to the willful commission of a felony or other act of moral turpitude
        which directly and demonstrably causes material, tangible harm to the Company,
        and “Good Reason” shall be defined as (i) demotion of Executive from the
        position of Chairman and President without the consent of Executive; (ii)
        any
        attempt to decrease Executive’s Base Salary or Bonuses; (iii) any breach of this
        Agreement by the Company; or (iv) any requirement that Executive relocate
        to an
        office more than 30 miles further from Executive’s current home address than the
        Company’s current office.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Notwithstanding
        the foregoing, Executive shall not be terminated for Cause pursuant to this
        Section 5(c) unless and until Executive has received notice of a proposed
        termination for Cause and Executive has had an opportunity to be heard before
        at
        least a majority of the members of the Board.  Executive shall be
        deemed to have had such an opportunity if given written or telephonic notice
        at
        least 72 hours in advance of a meeting.  The initial determination
        that Cause or Good Reason exists shall be made by the Board.  Any
        dispute regarding such determination shall be resolved in accordance with
        Section 20 of this Agreement.

      


      Without
        Cause or With Good Reason:  Notwithstanding any other provision of
        this Section 5, the Board shall have the right to terminate Executive’s
        employment with the Company without Cause, and Executive shall have the right
        to
        resign with Good Reason, at any time.  If the Company terminates
        Executive without Cause or Executive terminates for Good Reason, then the
        Company shall, within 10 days of such termination, make an immediate lump
        sum
        payment in the amount of (i) two times the applicable Base Salary, net of
        applicable taxes, plus (ii) the present value of the Base Salary and Bonuses
        (based on the assumption that the Company would achieve all performance targets
        for a 100% bonus), and the Company shall provide the Additional Benefits
        provided for under Section 4(c) for the remainder of the term, including
        the
        full vesting of Stock Options and any gross up of lump sum distributions
        due to
        tax effect.  The present value of the aggregate unpaid Base Salary and
        Bonuses shall be determined under the then applicable federal rates under
        the
        Internal Revenue Code.  Further, if Executive is terminated without
        Cause or resigns with Good Reason, all stock options held by Executive shall
        become fully vested.

      


      6.
        Business Expenses:  During the term of this Agreement,
        the Company shall reimburse Executive promptly for business expenditures
        made
        and substantiated in accordance with policies, practices and procedures
        established from time to time by the Company generally with respect to other
        employees and incurred in the pursuit and furtherance of the Company’s business
        and good will.

      


      7.
        Confidential Information: Executive acknowledges that the nature of
        Executive’s engagement by the Company is such that Executive shall have access
        to information of a confidential and/or trade secret nature which has great
        value to the Company and which constitutes a substantial basis and foundation
        upon which the business of the Company is based.  Such information
        includes financial, manufacturing and marketing data, techniques, processes,
        formulas, developmental or experimental work, work in process, methods, trade
        secrets (including, without limitation, customer lists and lists of customer
        sources), or any other secret or confidential information relating to the
        products, services, customers, sales or business affairs of the Company or
        its
        Affiliates (the “Confidential Information”).  Executive shall keep all
        such Confidential Information in confidence during the term of this Agreement
        and at any time thereafter and shall not disclose any of such Confidential
        Information to any other person, except to the extend such disclosure is
        (i)
        required by applicable law, (ii) lawfully obtainable from other sources,
        or
        (iii) authorized in writing by the Company.  Upon termination of
        Executive’s employment with the Company, Executive shall deliver to the Company
        all documents, records, notebooks, work papers, and all similar material
        containing any of the foregoing information, whether prepared by Executive,
        the
        Company or anyone else.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.
        Non-Competition: In order to protect the
        Confidential Information, Executive agrees that during the term of Executive’s
        employment, and for a period of one year thereafter if Executive employment
        is
        terminated by the Company with Cause or by Executive without Good Reason,
        Executive shall not, directly or indirectly, whether as an owner, partner,
        shareholder, agent, employee, creditor or otherwise, promote, participate
        or
        engage in any activity or other business competitive with the Company’s business
        or the business of any present Affiliate of the Company in Orange or Los
        Angeles
        Counties if such activity or other business involves any use by Executive
        of any
        of the Confidential Information.  The Company shall notify Executive
        of any perceived violation of this Section 9, and Executive shall have 30
        days
        to cure such violation.

      


      9.
        Non-Solicitation of Customers: Executive agrees that for a period
        of one year after the termination of employment with the Company, Executive
        will
        not, on behalf of any other individual, association or entity, call on any
        of
        the customers of the Company or any Affiliate of the Company for the purpose
        of
        soliciting or inducing any of such customers to acquire (or providing to
        any of
        such customers) any product or service provided by the Company or any Affiliate
        of the Company, nor will Executive in any way, directly or indirectly, as
        agent
        or otherwise, in any other manner solicit, influence or encourage such customers
        to take away or to divert or direct their business to Executive or any other
        person or entity by or with which Executive is employed, associated, affiliated
        or otherwise related if such business is competitive with the
        Company.

      


      10.
        Noninterference with Executives:  In order to protect the
        Confidential Information, Executive agrees that during the term hereof and
        for a
        period of one year thereafter, Executive will not, directly or indirectly,
        induce or entice any employee of the Company or its Affiliates to leave such
        employment or cause anyone else to leave such employment.

      


      11.
        Indemnity:  To the fullest extend permitted by applicable
        law and the bylaws of the Company, as from time to time in effect, the Company
        shall indemnify Executive and hold Executive harmless for any acts or decisions
        made in good faith while performing services for the Company, and the Company
        shall use its best efforts to obtain coverage for Executive (provided the
        same
        may be obtained at reasonable cost) under any liability insurance policy
        or
        policies now in force or hereafter obtained during the term of this Agreement
        that cover other officers of the Company having comparable or lesser status
        and
        responsibility.  The Company will pay and, subject to any legal
        limitations, advance all expenses, including reasonable attorneys’ fees and
        costs of court approved settlements, actually and necessarily incurred by
        Executive in connection with the defense of any action, suit or proceeding
        and
        in connection with any appeal thereon, which has been brought against Executive
        by reason of Executive’s service as an officer or agent of the Company or of any
        Affiliate of the Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      12.
        Severability:  If any provision of this Agreement is held
        to be unenforceable for any reason, it shall be adjusted rather than voided,
        if
        possible, to achieve the intent of the parties to the extent
        possible.  In any event, all other provisions of this Agreement shall
        be deemed valid and enforceable to the extent possible.

      


      13
        Succession:  This Agreement shall inure to the benefit of
        and be binding upon the Company and its successors and assigns and any such
        successor or assignee shall be deemed substituted for the Company under the
        terms of this Agreement for all purposes.  As used herein, “successor”
and “assignee” shall include any person, firm, corporation or other business
        entity which at any time, whether by purchase, merger or otherwise, directly
        or
        indirectly acquires the stock of the Company or to which the Company assigns
        this Agreement by operation of law or otherwise.  The obligations and
        duties of Executive hereunder are personal and otherwise not
        assignable.  Executive’s obligations and representations under this
        Agreement will survive the termination of Executive’s employment, regardless of
        the manner of such termination.

      


      14.
        Notices: Any notice or other communication provided for in this
        Agreement shall be in writing and sent if to the Company to its office
        at:

      


      6330
        S.
        Sandhill Road, Suite # 8

      Las
        Vegas, Nevada 89120

      (702)
        868-7900

      


      or
        at
        such other address as the Company may from time to time in writing designate,
        and if to Executive at such address as Executive may from time to time in
        writing designate. Each such notice or other communication shall be effective
        (i) if given by telecommunication, when transmitted to the applicable number
        so
        specified in (or pursuant to) this Section 16 and a verification of receipt
        is
        received, (ii) if given by mail, three days after such communication is
        deposited in the mails with first class postage prepaid, addressed as aforesaid
        or (iii) if given by any other means, when actually delivered at such
        address.

      


      15.
        Entire Agreement:  This Agreement contains the entire
        agreement of the parties relating to the subject matter hereof and supersedes
        any prior agreements, undertakings, commitments and practices relating to
        Executive'’ employment by the Company.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      16.
        Amendments:  No amendment or modification of the terms of
        this Agreement shall be valid unless made in writing and duly executed by
        both
        parties.

      


      17.
        Waiver:  No failure on the part of any party to exercise
        or delay in exercising any right hereunder shall be deemed a waiver thereof
        or
        of any other right, nor shall any single or partial exercise preclude any
        further or other exercise of such right or any other right.

      


      18.
        Governing Law:  This Agreement, and the legal relations
        between the parties, shall be governed by and construed in accordance with
        the
        laws of the State of Nevada without regard to conflicts of law doctrines,
        and
        any court action arising out of this Agreement shall be brought in any court
        of
        competent jurisdiction within the State of Nevada.

      


      19.
        Arbitration:  Executive may, if he desires, submit any
        claim for payment under this Agreement or any dispute regarding the
        interpretation of this Agreement to arbitration.  This right to select
        arbitration shall be solely that of Executive, and Executive may decide whether
        or not to arbitrate in his discretion.  The “right to select
        arbitration” does not impose on Executive a requirement to submit a dispute for
        arbitration.  Executive may, in lieu of arbitration, bring an action
        in appropriate civil court.  Executive retains the right to select
        arbitration, even if a civil action (including, without limitation, an action
        for declamatory relief) if brought by the Company prior to the commencement
        of
        arbitration.  If arbitration is selected by Executive after a civil
        action concerning Executive’s dispute has been brought by a person other than
        Executive, the Company and Executive shall take such actions as are necessary
        or
        appropriate, including dismissal of the civil action, so that the arbitration
        can be timely heard.  Once arbitration is commenced, it may not be
        discontinued without the unanimous consent of all parties to the
        arbitration.

      


      Any
        Claim
        for arbitration may be submitted as follows:  If Executive disagrees
        with an interpretation of this Agreement by the Company, or disagrees with
        the
        calculation of his benefits under this Agreement, such claim may be filed
        in
        writing with an arbitrator of Executive’s choice who is selected by the method
        described in the next four sentences.  The first step of the selection
        shall consist of Executive submitting in writing a list of five potential
        arbitrators to the Company.  Each of the five arbitrators must be
        either (1) a member of the National Academy of Arbitrators located in the
        state
        of Executive’s principal residence or (2) a retired California Superior Court or
        Appellate Court judge.  Within one week after receipt of the list, the
        Company shall select one of the five arbitrators as the arbitrator of the
        dispute in question.  If the Company fails to select an arbitrator in
        a timely manner, Executive then shall designate one of the five arbitrators
        as
        the arbitrator of the dispute in question.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        arbitration hearing shall be held within seven days (or as soon thereafter
        as
        possible) after the selection of the arbitrator.  No continuance of
        said hearing shall be allowed without the mutual consent of Executive and
        the
        Company.  Absence from or non-participation at the hearing by any
        party shall not prevent the issuance of an award.  Hearing procedures
        that will expedite the hearing may be ordered at the arbitrator’s discretion,
        and the arbitrator may close the hearing in his sole discretion when he decides
        he has heard sufficient evidence to justify issuance of an award.

      


      The
        arbitrator’s award shall be rendered as expeditiously as possible and in no
        event later than one week after the close of the hearing.  In the
        event the arbitrator finds that Executive is entitled to the benefits he
        claimed, the arbitrator shall order the Company to pay such benefits, in
        the
        amounts and at such time as the arbitrator determines.  The award of
        the arbitrator shall be final and binding on the parties.  The Company
        shall thereupon pay Executive immediately the amount that the arbitrator
        orders
        to be paid in the manner described in the award.  The award may be
        enforced in any appropriate court as soon as possible after its
        rendition.  If any action is brought to confirm the award, no appeal
        shall be taken by any party from any decision rendered in such
        action.

      


      If
        the
        arbitrator determines either that Executive is entitled to the claimed benefits
        or that the claim by Executive was made in good faith, the arbitrator shall
        direct the Company to pay to Executive, and the Company agrees to pay to
        Executive in accordance with such order, an amount equal to Executive’s expenses
        in pursuing the claim, including attorneys’ fees.

      


      20.
        Withholding:  All compensation payable hereunder,
        including salary and other benefits, shall be subject to applicable taxes,
        withholding and other required, normal or elected employee
        deductions.

      


      21.
        Counterparts:  This Agreement and any amendment hereto
        may be executed in one or more counterparts.  All of such counterparts
        shall constitute one and the same agreement and shall become effective when
        a
        copy signed by each party has been delivered to the other party.

      


      22.
        Headings:  Section and other headings contained in this
        Agreement are for convenience of reference only and shall not affect in any
        way
        the meaning or interpretation of this Agreement.

      


      23.
        Representation By Counsel; Interpretation:  The Company
        and Executive each acknowledges that each party to this Agreement has been
        represented by counsel in connection with this Agreement and the matters
        contemplated by this Agreement.  Accordingly, any rule of law,
        including but not limited to Section 1654 of the California civil Code, or
        any
        legal decision that would require interpretation of any claimed ambiguities
        in
        this Agreement against the party that drafted it has no application and is
        expressly waived.  The provision of this Agreement shall be
        interpreted in a reasonable manner to effect the intent of the
        parties.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.

       

      
        	 	
                THE
                  COMPANY

              
	 	 
	 	
                Shearson
                  Financial Network, Inc.

              
	 	 
	 	
                /s/  Michael
                  A. Barron

              
	 	
                By:  Michael
                  A. Barron

              
	 	
                Its:   CEO

              
	 	 
	 	 
	 	
                EXECUTIVE

              
	 	 
	 	
                Theresa
                  Carlise

              
	 	 
	 	
                /s/  Theresa
                  Carlise

              
	 	
                Theresa
                  Carlise

              
	 	
                November
                  20, 2006