Exhibit 10.3


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


This Executive Employment Agreement (“Agreement”) is
entered into as of January 2, 2003, by and between GenuTec Business Solutions,
Inc., a Montana Corporation (hereinafter referred to as “the Company) and Lee Danna
(hereinafter referred to as “the Executive).


 


RECITALS


 


A.            The
Company is a Business-To-Business Enhanced Communications Provider.


 


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


 


C.            The
Company desires that Executive continue as its Chief Executive Officer and be
responsible for the management of the Company and Executive desires to continue
as the Chief Executive 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  Company
hereby employs Executive and Executive hereby accepts employment as Chief
Executive Officer with the Company to perform the duties described below for a
term commencing as of January 2, 2003 for a period of four (4) years ending December
31, 2006. 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 Chief Executive Officer and, subject
to the direction of the Board of Directors, shall perform and discharge well
and faithfully those duties customarily performed by a Chief Executive Officer
of a business similarly situated to that of Company or which may otherwise be
assigned from time to time by the Company in connection with the conduct of its
business.  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 elected
a director/officer of the Company or any subsidiary 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. In his
capacity, Executive shall be permitted to enter into employment agreements with
any officer of Company who has one (1) year or more of service to Company,
subject to approval of


 


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the Compensation Committee


 


2.             EXTENT
OF SERVICES


 


2.1           Executive
agrees to devote his entire working time, attention and energies to the
business of the Company and shall faithfully and diligently serve the Company’s
interest and shall not during the term of this Agreement be engaged (whether or
not during normal business hours) in any other substantial business or
professional activity, whether or not such activity is pursued for gain, profit
or other pecuniary advantage. Nothing contained herein shall prevent Executive
from investing his personal assets in businesses which do not compete with the
Company and in which his participation is solely that of an investor, or purchasing
securities in any corporation whose securities are publicly-traded, provided
that such purchase shall not result in Executive owning beneficially at any
time 1% or more of the outstanding securities of any corporation engaged in
activities competitive to that of the Company.


 


3.             COMPENSATION,
FRINGE BENEFITS AND EXPENSES


 


3.1           Salary.
 The base annual salary to be paid by the
Company to Executive for services rendered under this Agreement shall be no
less than twenty percent (20%) more than the next highest paid executive in
Company payable semi-monthly. However, in no event shall Executive’s
compensation hereunder be less than Twelve Thousand Dollars ($12,000.00) per
month with a minimum increase to Fifteen Thousand Dollars ($15,000.00) per
month as soon as Company attains a positive cash flow based upon generally
accepted accounting principles. Each monthly payment installment shall be
subject to all authorized and required payroll deductions for taxes, social
security and the like. All compensation due Executive under the terms of this
Agreement shall be due and payable upon termination of Executive as specified
herein.


 


3.2           Vacation Executive shall be entitled to a paid
annual vacation of at least twenty percent (20%) more than vacations received
by Department Managers. Vacation shall be taken at times mutually agreed upon
by Executive and the Company. It is hereby acknowledged that Executive has
built-up additional vacation from previous two years, but could not use the
vacation time due to the position of the Company. Executive and the Company
will work out the best time to take Executive’s back vacation time.


 


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 program 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 minimum coverage, short
and long term disability insurance and automobile insurance for a Company
automobile or an allowance for automobile insurance if Executive is not
provided with a Company owned automobile, if any, all in accordance with
Company’s Policy And Procedures Manual.


 


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3.4           Company
Travel Expenses   All 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.


 


3.5           Performance
Bonus   Executive shall be entitled to receive a
yearly performance bonus based upon certain pre-established criteria of the
Compensation Committee and surveys of revenue and profitability of other
companies in like industries.


 


3.6           Compensation
For Past Contributions And Services   Company acknowledges that Executive has over
the course of years loaned money to Company, guaranteed certain Company
obligations and has performed services on behalf of Company, along with his
wife, Pat, deferred this compensation, all to the Company’s benefit. Company’s
Board of Directors has established various stock options for Executive for
certain past contributions made by Executive and his wife, however, it is
agreed that such stock options do not represent complete and full compensation.
Therefore, the Compensation Committee shall review such past contributions,
i.e. personal guarantees on behalf of Company, lack of financial remuneration,
etc., and compensate Executive and his wife therefore. See attached Exhibit “A”
for complete analysis of paid and unpaid services performed by the Executive.


 


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 thirty (30) days of receipt of the notice or modifies
his performance to correct the matters complained of, 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 thirty (30) day period.
Except the Company shall pay all back salary and release Guarantees. Per
Section 4.8.


 


4.2           Business Closure  If
the Company ceases business 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. Except, back salary shall be due and payable and Guarantees
removed.


 


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Per Section 4.8.


 


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 four (4) year term under the provisions of Paragraphs 4.1, 4.2, 4.3 the
Company shall pay Employee the base salary earned by him up to the date of
termination and for the remainder of the term of this Agreement, 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. The Company agrees to remove all personal Guarantees.  Per Section 4.8.


 


4.5           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 and for a period of one (1) year
thereafter, which sums shall be paid in full by Company at the time of
termination.  This includes back salary
owed to Executive, Executive’s Wife, and removal of personal Guarantees. Per
Section 4.8.


 


4.6           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.


 


4.7           Death
During Employment   If Executive dies during the term of this
employment, the Company shall pay to the estate of Executive the compensation
which


 


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would otherwise be payable to Executive up to the end
of the period remaining under the terms of this Agreement, and the Company
shall have no further obligations under this Agreement or otherwise in respect
of Executive’s employment. All back salary, if owed, would be due and payable,
plus personal Guarantees would be removed. Per Section 4.8.


 


4.8           Personal
Obligations And Compensation Upon Termination   In the event
Executive’s employment shall be terminated as specified herein, Company shall
pay all back salaries owed and remove him as personal guarantor for all Company
obligations and hold him harmless from any liability therefore.


 


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, 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.


 


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:


 


	
  (a)

  	
  if to the Company:

  	
  GenuTec Business Solutions, Inc.

  
	
   

  	
  74-980 Highway 111

  
	
   

  	
  Indian Wells, CA 92210

  



 


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  Attention: Board of Directors

  



 


	
  (b)

  	
  if to Executive:

  	
  Lee Danna

  
	
   

  	
  P.O. Box 3140

  
	
   

  	
  Rancho Mirage, CA 92270

  



 


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 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


 


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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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Bert Roberts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Bert Roberts

  	
   

  
	
   

  	
   

  
	
  /s/ Lee Danna

  	
   

  	
   

  
	
  Lee Danna, Individually

  	
  Title:

  	
  Chair Compensation Committee by full vote of
  Committee

  
							



 


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