Exhibit 10.32
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is between XELR8, Inc. (the
"Company") and John Pougnet ("Employee"), and is executed effective as of
February 1, 2008 (the "Effective Date") in connection with and consideration of
the compensation set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged.
1.
SERVICES TO BE RENDERED BY EMPLOYEE.
THE COMPANY HEREBY EMPLOYS, ENGAGES AND HIRES EMPLOYEE IN THE CAPACITY OF CHIEF
EXECUTIVE AND CHIEF FINANCIAL OFFICER, AND EMPLOYEE HEREBY ACCEPTS AND AGREES TO
SUCH HIRING, ENGAGEMENT AND EMPLOYMENT.
EMPLOYEE AGREES TO PERFORM ANY AND ALL
DUTIES AND TO ASSUME ANY AND ALL RESPONSIBILITIES THAT MAY BE ASSIGNED FROM TIME
TO TIME BY THE COMPANY OR ITS AUTHORIZED AGENTS.
EMPLOYEE WILL DEVOTE HIS
FULL-TIME, ENERGY AND SKILL TO THE PERFORMANCE OF THESE DUTIES AND FOR THE
BENEFIT OF THE COMPANY.
EMPLOYEE SHALL ALSO EXERCISE DUE DILIGENCE AND CARE IN
THE PERFORMANCE OF ALL DUTIES PERFORMED FOR THE COMPANY UNDER THIS AGREEMENT.
2.
TERM; TERMINATION.
A.
TERM.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
COMPANY WILL EMPLOY EMPLOYEE, AND EMPLOYEE WILL SERVE THE COMPANY, FOR TWO YEARS
FROM THE EFFECTIVE DATE OF THIS AGREEMENT (THE "INITIAL TERM").
UPON THE
EXPIRATION OF THE INITIAL TERM, THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR
SUCCESSIVE PERIODS OF ONE YEAR EACH (EACH, A "RENEWAL TERM" AND TOGETHER WITH
THE INITIAL TERM, THE "TERM"), UNLESS THE COMPANY PROVIDES WRITTEN NOTICE TO
EMPLOYEE OF ITS INTENTION NOT TO RENEW THE AGREEMENT AT LEAST 90 DAYS PRIOR TO
THE EXPIRATION OF THE THEN-CURRENT TERM IN ACCORDANCE WITH
SECTION 2(B)(II) BELOW.
THE INITIAL 12-MONTH PERIOD AND EACH SUCCEEDING
12-MONTH PERIOD DURING THE TERM IS REFERRED TO HEREIN AS AN "EMPLOYMENT YEAR."
B.
TERMINATION BY THE COMPANY.
EMPLOYEE'S
EMPLOYMENT MAY BE TERMINATED BY THE COMPANY DURING THE TERM OF THIS AGREEMENT
ONLY AS FOLLOWS:
I.
AT ANY TIME WITHOUT CAUSE UPON 90 DAYS PRIOR WRITTEN NOTICE TO
EMPLOYEE;
II.
IN CONNECTION WITH THE EXPIRATION OF THE THEN-CURRENT TERM OF THIS
AGREEMENT WITH WRITTEN NOTICE TO EMPLOYEE AT LEAST 90 DAYS PRIOR TO SUCH
EXPIRATION DATE; AND
III.
AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE TO EMPLOYEE FOR "CAUSE".
TERMINATION FOR CAUSE SHALL BE DEFINED AS ANY OF THE FOLLOWING FROM AND AFTER
THE EFFECTIVE DATE:
(a)
Any willful breach of any material written policy of the Company
that results in material and demonstrable liability or loss to the Company or
that continues after written notice;
(b)
Willful failure to perform or gross negligence in connection with
the performance of Employee's duties;
(c)
The engaging by Employee in conduct involving moral turpitude that
causes material and demonstrable injury, monetarily or otherwise, to the
Company, including, but not limited to, misappropriation or conversion of assets
of the Company (other than immaterial assets);
(d)
Conviction of or entry of a plea of nolo contendere to a felony;
(e)
A material breach of this Agreement, including by engaging in
action in violation of the restrictive covenants