Exhibit 10.4


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive Employment
Agreement (“Agreement”) is entered into as of  March 21, 2005 by and between
GenuTec Business Solutions, Inc., a Montana Corporation, hereinafter
referred to as the (“Company”) and Farzad Hoorizadeh hereinafter referred to as
the (“Executive”).


 


RECITALS


 


A.            The Company is an Enhanced Communications
Provider.


 


B.            Executive
has substantial experience in financial management and has knowledge of the
business and the products of the Company.


 


C.            The
Company desires that Executive serve as its Chief Financial Officer and be
responsible for the finances of the Company and Executive desires to serve as
Chief Financial Officer of the Company.


 


D.            The Company and Executive have agreed to
enter into this Agreement upon the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of their
mutual undertakings, obligations and covenants, the Company and Executive
hereby agree as follows:


 


1.             EMPLOYMENT – TERM- DUTIES


 


1.1        Term.  Subject to the provisions of Section 4,
the Company hereby employs Executive and Executive hereby accepts
employment as Executive Vice President, Chief Financial Officer with the
Company to perform the duties described below for a term commencing as of March
31, 2005 for a period of three (3) years ending March 31, 2008. This Agreement shall be automatically renewed
for additional one year terms unless either party gives written notice of
non-renewal to the other party at least ninety (90) days prior to the end of
the initial or any renewal term.


 


1.2        Duties. Executive shall serve the Company in the capacity of
Executive Vice President, Chief Financial Officer, and subject to the direction
of the Chief Executive Officer and
Board of Directors, shall perform and discharge well and faithfully
those duties customarily performed by a Chief Financial Officer. Nothing herein
shall preclude the Board of Directors of the Company from changing the duties
of Executive if the Board concludes in its discretion that such changes are in
the Company’s best interests. If Executive is appointed or elected to serve as
a director or other officer of the Company or any subsidiary


 


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thereof during the term of this Agreement,
Executive will serve in such capacity without any additional compensation,
unless agreed to in writing by Company and Executive.


 


2.             EXTENT OF SERVICES


 


2.1        Conflict Of Interest.  During the Term, Employee
shall devote Employee’s full working
time, ability, and attention to the business of the Company, and shall
not accept other employment or engage in any other outside business activity
that materially interferes with or constitutes a conflict of interest with the
performance of Employee’s duties and responsibilities under this Agreement. The
Employee represents to the Company that he has no other outstanding commitments
inconsistent with any of the terms of this Agreement. During the Term and
during any period thereafter during which the Employee is receiving severance
or consulting payments from the Company,
the Employee shall not, either on his own behalf or as an employee, partner,
agent, employer, principal, stockholder, officer, director, consultant, or in
any other individual or representative capacity, knowingly engage in any
activity or business, or be employed in any activity or business, which is of
the same nature as, or substantially similar to, and in competition with the
activity or business of the Company, where “activity or business of the Company”
means development, marketing and selling of services or products for enablement or management of computer
telephony enhanced communications services, specifically voice messaging and
GenuTec platform services; provided that nothing set forth herein shall prohibit
the Employee from purchasing or otherwise acquiring, directly or
indirectly, up to one percent (1%) of any class of publicly traded securities.


 


3.             COMPENSATION, FRINGE BENEFITS AND EXPENSES


 


3.1        Salary.  The initial base annual salary
to be paid by the Company to Executive for services rendered under this
Agreement shall be $144,000.00, payable semi-monthly, and shall be established
from time to time by the Compensation
Committee of the Company’s Board of Directors. Each semi-monthly payment
installment shall be subject to all authorized and required payroll deductions
for taxes, social security and the like. In addition, The Boards Compensation Committee will establish a performance based
annual cash bonus program as well as a stock option program, based on the last
stock price of $2.00 per share as of 10/1/04, with a minimum of 360,000 shares.
Such options shall be subject to the terms of the stock option plan under which
they are granted and shall vest as provided in the stock option agreement evidencing such options. All
compensation due Executive under the terms of this Agreement shall be
due and payable upon termination of Executive as specified herein.


 


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3.2        Vacation.  Executive shall be entitled to a paid
annual P.T.O based on the Company’s Policy and Procedures Manual. P.T.O. shall
be taken at times mutually agreed upon by Executive and the Company.


 


3.3        Benefits.  During the term of his
employment pursuant to this Agreement, Executive shall be entitled to
participate in all Executive benefit plans or programs of the Company, which
are instituted by the Company and in which
all, or substantially all, other salaried Executives of the Company are entitled
to participate, including but not limited to, Group Health Insurance including
medical, dental and vision in accordance with the Company’s Policy and
Procedures Manual.


 


3.4        Company Travel Expenses.  All reasonable expenses
related to Company business incurred by Executive during the term of his
employment shall be paid by Company or reimbursed to Executive in the event
Executive may have paid for such expenses in advance, upon presentment of
receipts for such expenses, in accordance with Company’s expense reimbursement
policies as established from time to time.


 


4.             TERMINATION PRIOR TO EXPIRATION OF TERM


 


4.1        Breach or Neglect.  If Executive breaches any term
or provision of this Agreement or
habitually neglects the duties or obligations required of him under this
Agreement, or for other good cause, the Company may at its option
terminate this Agreement by giving written notice to Executive; provided,
however, in the event the Company contends that Executive has breached or is
not performing the services required by this Agreement or that it has good cause
to terminate Executive’s employment pursuant to this Paragraph 4.1, the Company shall provide Executive with
a written notice specifying in reasonable detail the breach or the
services or matters which it contends Executive had not been adequately performing
and why the Company has good cause to terminate this Agreement and what
Executive should do to adequately perform his obligations hereunder. If
Executive remedies such breach or performs
the required services within ten (10) business days of receipt of the
notice or modifies his performance to correct the matters complained of (if
such breach is capable of cure or if such matters can be corrected), Executive’s
breach will be deemed cured and he shall not be terminated. If Executive does
not remedy such breach or perform the required services or modify his
performance to correct the matters complained of, the Company shall have the
right to immediately terminate this
Agreement at the end of said ten (10) business day period. If such
breach is not capable of cure or such performance cannot be corrected, then
this Agreement shall be deemed terminated immediately upon written notice to
the Executive.


 


4.2        Business Closure.  If the Company ceases business


 


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operations or is unable or not permitted to
continue its business for any reason, the Company may, at its option, terminate
this Agreement by giving written notice to Executive without further obligation
to Executive.


 


4.3        Disability.  If Executive becomes disabled
during the term of this Agreement and such disability continues for a
period of ninety (90) days, the Company may, at its option, upon or after the
expiration of such ninety day period,
terminate this Agreement by giving written notice to Executive. While Executive
is so disabled, the Company shall pay to Executive his full monthly salary
installment for the first month and fifty percent (50%) of his monthly salary
for the next five months as provided in Paragraph 3.1, provided such installments
shall be reduced by all amounts paid to Executive on account of disability
insurance provided by the Company, worker’s compensation, social security, or
other payments made to Executive arising out of his disability;  provided further, however, that such payments
by the Company shall cease upon the earlier of (a) the expiration of the
term of this Agreement, or (b) the earlier termination of this Agreement
pursuant to Paragraphs 4.1 and 4.2. For the purpose of this Agreement, the term
“disabled” shall be defined as Executive’s inability, through physical or
mental illness or other such cause, to perform substantially all of the duties,
which he is required to perform under this Agreement. In determining whether
Executive is disabled, the Company may rely
upon the written statement provided by a licensed physician acceptable to the
Company. Executive shall allow himself to be examined from time to time by any
licensed physician selected by the Company in relation to the disability.


 


4.4        Effect of Termination.  If this Agreement is
terminated before the end of its then-current term under the provisions of
Paragraphs 4.1 or 4.2 or because of the Executive’s resignation, the Company
shall only pay Employee the base salary earned by him up to the date of
termination, and the Company shall have
no further obligation to Employee thereafter. Any termination of
Employee’s employment shall be without prejudice to any right or remedy to
which the Company may be entitled whether at law, in equity, or under this
Agreement.


 


4.5        Return of Company Property.  Upon termination of
this Agreement for any reason, Employee shall immediately return to the
Company, without condition, all documents, files, records, keys, and other
property of the Company in Employee’s
possession regardless of the media on which such items are stored, and
Employee shall not retain any copies or duplicates thereof. Employee has signed
a Proprietary Information and Inventors Agreement,
a copy of which is attached hereto as Exhibit A, that covers protection
of the Company’s confidential information and assignment of inventions (the “Confidentiality
Agreement). Employee hereby represents and warrants to the Company that he has
complied with all obligations under the Confidentiality Agreement and agrees to
continue to abide by the Confidentiality Agreement and further agrees that the
provisions of the


 


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Confidentiality Agreement shall survive any
termination of this Agreement or of the Employee’s employment relationship with
the Company.


 


4.6        Without Cause.  Notwithstanding any other
subparagraph of this Paragraph 4, the
Company shall have the right to terminate this Agreement at any time
during its term by written notice to that effect, delivered to Executive, whereupon
all salaries and benefits shall be paid by Company for the balance of the term of this Agreement, but not to exceed
one year. The sums shall be paid on a semi-monthly basis during such
period, in accordance with Company’s normal payroll policies and procedures;
provided that, the Company’s obligation to
pay such amounts shall cease immediately upon Executive’s breach of the
provisions of Section 5 below or of any Proprietary Invention Agreement
entered into between the Company and the Executive.


 


4.7        Separate Causes for Termination.  Except as
otherwise provided herein, the paragraphs in this Agreement providing for the
Company’s right to terminate this Agreement shall be interpreted wholly
independent from and without reference to one another. 


 


4.8        Death During Employment.  If Executive dies during
the term of this employment, the Company shall pay to the estate of Executive
the compensation which would otherwise be payable to Executive for the period remaining
under the terms of this Agreement, up to a maximum of one year. The Company
shall have no further obligations under this Agreement or otherwise in respect
of Executive’s employment.


 


5.             NONDISCLOSURE OF CONFIDENTIAL INFORMATION


 


5.1        Except
with the Company’s prior written consent, Executive agrees that he will not
disclose or use at any time, during the term of his employment with the Company
or thereafter, any confidential Information of the Company. For purposes of this Agreement, “Confidential Information”
includes, without limitation, all information which is known or intended
to be known only by Executives of the Company or by persons who are in a
confidential relationship with the Company, including, without limitation,
trade secrets, proprietary information,
unique processes, research or marketing reports, operating techniques,
licenses, trademarks and copyrights whether provided to Executive by the
Company or developed or discovered by him while at the Company, and including
further any such Confidential Information relating to any customer, vendor,
licensor, licensee or party transacting business with the Company.


 


5.2        Executive
recognizes and acknowledges that the lists of the Company’s customers,
distributors, resellers and dealers as they may exist from time to time are
valuable, confidential, special and unique assets of the Company’s business in
the nature of a trade secret and Executive will not,


 


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during the term of this Agreement or
thereafter disclose such lists or any part thereof to any person, firm,
corporation, association or entity for any purpose or reason whatsoever.


 


5.3        Executive
agrees to hold as the Company’s property, all memoranda, books, papers,
letters, formulae and other data and all copies thereof and information generated
there from, in any way relating to the Company’s business and affairs, made by
him or otherwise coming into his possession, and at termination of his
employment, or on demand of the Company
at any time, to deliver the same to the Company.


 


5.4        Non-Solicitation.  The Employee covenants and
agrees with the Company that during the Term and for a period expiring two
(2) years after the termination of this Agreement, neither the Employee
nor any of his Controlled Affiliates (as hereinafter defined) shall, directly
or indirectly, (i) solicit, encourage,
or entice, or attempt to solicit, encourage, or entice any of the
employees of the Company or any of its affiliates to terminate their employment
with the Company or to become employed by any firm, company, or other business
enterprise with which the Employee may then be connected, or (ii) solicit,
induce, or entice, or attempt to solicit, induce, or entice, any company with
which the Company has an agreement, or any company with which the Company has pursued an agreement during the Employee’s employment
period, on behalf of himself or any other person, firm, company, or business
enterprise with which the Employee may then be connected to sever, terminate or
diminish its relationship with the Company. In addition, for a period expiring two (2) years after the
termination of this Agreement, the Employee shall not, directly or
indirectly, hire any person employed by the Company during the twelve (12)
month period prior to the Employee’s date of termination. As used herein,
“Controlled Affiliate” of the Employee means any member of the Employee’s
immediate family (including, without limitation, his spouse, children, parents
and siblings) and any other person or entity which, directly or indirectly, is
at any time controlled by the Employee. For purposes of this definition, “control”
of a person or entity means the power, direct or indirect, to direct or cause
the direction of the management and policies of such person, whether by
contract or otherwise.


 


6.             GENERAL PROVISIONS


 


6.1        Notices.  All notices, requests, demands and other
communications to be given or sent pursuant to this Agreement shall be in
writing and shall be deemed to have been duly given when delivered by hand or
mailed by first class certified mail, return receipt requested, addressed as
follows:


 


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If to the Company:


GenuTec Business Solutions, Inc.


6
A Liberty, Suite 200


Aliso Viejo, CA 92656


Attention:
Board of Directors


 


If to
Executive:


Farzad Hoorizadeh


24 Spring Valley


Irvine, CA 92602


 


Either party may change its address set forth
above by notice to the other party given in accordance with this Paragraph.


 


6.2        Severability.  If any provision of this Agreement
shall, for any reason, be adjudged by any court of competent jurisdiction to be
invalid or unenforceable, such judgment shall not effect, impair or invalidate
the remainder of this Agreement but shall be confined in its operation to the
provision of this Agreement directly involved in the controversy in which such
judgment shall have been rendered.


 


6.3        Attorney’s Fees and Costs.  If any action at law
or in equity is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys’ fees, costs,
and necessary disbursements in addition to any relief to which it may be
entitled.


 


6.4        Assignment.  This Agreement shall be binding upon
and inure to the benefit of the
Company, its successors and assigns. Because of the special, unique and extraordinary
character of Executive’s services, Executive may not assign all or any part of
his obligations under this Agreement.


 


6.5        Receipt of Agreement.  Each of the parties hereto acknowledges
that it has read this Agreement in its entirety and does hereby acknowledge
receipt of a fully executed copy thereof. A fully executed copy shall be an
original for all purposes, and is a duplicate original.


 


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


 


6.7        Captions and Paragraph Headings.  Captions and
paragraph headings used herein are for convenience and shall not affect the
construction of this Agreement.


 


6.8        Entire Agreement.  This Agreement contains the
entire


 


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agreement between the parties with respect to
the employment of Executive by the Company and supersedes all prior and
contemporaneous agreements, representations and understandings of the parties,
whether written or oral. No modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless in writing signed by both parties.


 


6.9        Waiver of Breach.  The failure to enforce at any
time any of the provisions of this
Agreement, or to require at any time performance by the other party of
any of the provisions hereof, shall in no way be construed to be a waiver of
such provisions or to affect either the validity of this Agreement or any part
hereof or the right of either party thereafter to enforce each and every
provision in accordance with the terms of this Agreement.


 


6.10      Agreement Prevails.  The parties agree that in the
event of any conflict or inconsistency
between the terms of this Agreement and the Company’s personnel policies or
procedures, the terms of this Agreement shall prevail.


 


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


 


	
  GenuTec Business Solutions, Inc.

  	
  Farzod Hoorizadeh, Individually

  
	
  By: Lee J.
  Danna, CEO

  	
   

  
	
   

  	
   

  
	
  /s/ Lee J. Danna

  	
   

  	
  /s/ F.
  Hoorizadeh

  	
   

  
				



 


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