Unassociated Document


     

     

    Exhibit
10.1


     

    

    


    February
9, 2011

    


    Mr.
Arthur E. Nathan, SPHR

    


    
      	
              Re: 

            	
              Offer
      of Employment

            


    

    


    Dear
Arte:

    


    Xsovt
Brands, Inc., a Nevada corporation (“Xsovt”) is pleased to extend
to you an offer of employment as Xsovt’s Executive Vice President and Chief
People Officer in accordance with the following terms and
conditions.

    


    Position
Description.  As Xsovt’s Executive Vice President and Chief
People Officer, you will be responsible for establishing, expanding and
maintaining Xsovt’s human resource function.  In particular, you shall
be primarily responsible, under the supervision of the President and Chief
Executive Officer of the Company (regardless of whether such person carries such
or any other title, the “CEO”) and the Company’s board
of directors (the “Board”) for the following
Company matters: employment, compensation, employee and labor relations,
employee education and development, employee services, employee communications,
human resources information systems and employee safety.  You duties
will also include participating in meetings with potential investors in
connection with Xsovt’s financings, as well as with actual and potential
investors generally in order to explain Xsovt’s employee relations philosophy
and other matters relating to Xsovt.  In addition, you shall advise
and assist the CEO in developing and implementing the Company’s general
business, finance and strategic plan.  You will report directly to the
CEO.

    


    Start Date/Term.  If you
decide to accept this position, your starting date of full time employment will
be effective as of January 26, 2011.  Your employment will be for a term of
one year, subject to automatic renewal unless terminated.  Your
employment agreement will contain customary events of termination.

    


    Salary and
Benefits.  You will receive or be eligible to receive the
following salary and benefits:

    


    
      	
               
      

            	
              ·

            	
              Initial
      annual salary and benefits (subject to standard deductions) for calendar
      year 2011 shall be as set forth on Exhibit A hereto (the “Initial
      Salary”).

            


    

    


    
      	
               
      

            	
              ·

            	
              Sign-on
      bonus consisting of equity in Xsovt equal to restricted grant of 1,000,000
      shares of Xsovt common stock.  The vesting schedule for this
      grant will be 400,000 shares on January 26, 2011, and the remaining
      600,000 shares on January 26, 2012.  You will be responsible for
      all taxes owed with respect to the grant of such shares.  Xsovt
      will seek (without obligation, representation or warranty) to accommodate
      you by structuring the legal manner of such grant in a tax advantageous
      manner.  You should consult your own advisors in this
      regard.  In addition, as an executive officer of Xsovt, you
      acknowledge that your ability to dispose of any shares of Xsovt common
      stock may be restricted by applicable securities laws, as well as Xsovt’s
      trading policies, on which you will be
  consulted.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              ·

            	
              Grant
      of stock options with a value of $50,000 to be awarded to your existing
      company as compensation for the loss of your
  services.

            


    

    


    
      	
               
      

            	
              ·

            	
              Adjustments
      to Initial Salary, as well as bonus and stock option awards at the
      discretion of the CEO in consultation with the Board based on meeting
      personal and corporate objectives for the year.


            


    

    


    
      	
               
      

            	
              ·

            	
              Paid
      vacation and sick days on par with other senior executives of the Company
      as per Company policy established and modified by the CEO and/or the Board
      in their discretion.

            


    

    


    
      	
               
      

            	
              ·

            	
              Other
      customary benefits on par with other senior executives of the Company as
      per Company policy established and modified by the CEO and/or the Board in
      their discretion, such as health insurance and
  401(k).

            


    

    


    
      	
               
      

            	
              ·

            	
              Payment
      or reimbursement for two round trip coach airline tickets per month to
      visit with family, up to a maximum of $1,000 per
  month.

            


    

    


    Please
note that this offer is expressly contingent upon and subject to:

    


    
      	
               
      

            	
              ·

            	
              Execution
      and delivery to Xsovt of a standard employment agreement and
      confidentiality, intellectual property and non-competition agreement,
      which agreements shall provide for the terms contained in this letter and
      other standard terms; and

            


    

    


    
      	
               
      

            	
              ·

            	
              Compliance
      with all legal requirements.

            


    

    


    You
further agree that the terms of this offer of employment are strictly
confidential and that you will not effect, directly or indirectly, any
transactions involving Xsovt’s securities while in possession of material
non-public information regarding Xsovt.

    


    If the
above terms are acceptable, please sign in the appropriate place below and
return an executed copy of this letter to me.

    


    We are
excited about the future of Xsovt and your contribution to our
success.  Your position will play a key role in the continued success
of Xsovt, and we believe you will have the opportunity to benefit personally and
professionally as we meet our future milestones.  I look forward to
hearing from you regarding this offer.

     

    
      
        	 	 	 
	 	 	Regards,	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                 

              	/s/ Avi
      Koschitzki	 
	 	 	 	 
	 	 	Avi
      Koschitzki	 
	 	 	President
      and Chief Executive Officer	 
	 	 	Xsovt
      Brands, Inc.	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	Acknowledged
      and agreed to as of the date set forth below:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
      Arthur E. Nathan

              	 	 	
                 
      

              	 
	
                Arthur
      E. Nathan

              	 	 	
                 

              	 
	 	 	 	 	 
	Dated:
      February 9, 2011	 	 	 	 


      

    

    


    Exhibit
A

    


    Initial
Salary and Benefits

    


    
      	 
      	
              Actual 

            	
              Yearly

            
	
              Q1

            	
              $
      45,000.00

            	
              $ 180,000.00

            
	
              Q2

            	
              $
      54,000.00

            	
              $ 216,000.00

            
	
              Q3

            	
              $
      63,000.00

            	
              $ 252,000.00

            
	
              Q4

            	
              $ 75,000.00

            	
              $ 300,000.00

            
	 	 	 
	 
      	 
      	
              Monthly

            
	
              Housing
      per year

            	
              $
      30,000.00

            	
              $
      2,500.00

            
	
              Auto
      per year

            	
              $
      6,000.00

            	
              $
      500.00

            
	
              Other
      Benefits

            	
              $
      82,950.00