Exhibit 10.3
Employment Agreement
This Employment Agreement (the "Agreement"), dated as of August 1, 2006 is
entered into between SkyPostal, Inc., a Delaware corporation (the "Company")
whose address is 7805 NW 15th Street, Miami, Florida 33126, and A.J. Hernandez
(the "Executive") whose address is at 7440 SW 115 St. Miami, Florida 33156.
Recitals
A.
THE COMPANY IS ENGAGED IN INTERNATIONAL
MAIL DISTRIBUTION SERVICES; AND,
B.
THE COMPANY DESIRES TO EMPLOY THE
EXECUTIVE IN CONNECTION WITH SUCH BUSINESS AND AS CHIEF OPERATING OFFICER AND
THE EXECUTIVE IS WILLING TO ACCEPT SUCH EMPLOYMENT, ON THE TERMS AND SUBJECT TO
THE CONDITIONS SET FORTH IN THIS AGREEMENT.
Agreement
IN CONSIDERATION OF THE FOREGOING AND OF THE MUTUAL PROMISES SET FORTH IN THIS
AGREEMENT, THE COMPANY AND THE EXECUTIVE AGREE AS FOLLOWS:
1.
EMPLOYMENT.
THE COMPANY HEREBY EMPLOYS
THE EXECUTIVE AS CHIEF OPERATING OFFICER OF THE COMPANY, AND THE EXECUTIVE
HEREBY ACCEPTS SUCH EMPLOYMENT, UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THIS AGREEMENT.
2.
TERM.
THE INITIAL TERM OF THIS
AGREEMENT SHALL BE FOR FIVE (5) YEARS, COMMENCING ON THE DATE HEREOF (THE
"COMMENCEMENT DATE") AND ENDING ON THE FIFTH ANNIVERSARY OF THE COMMENCEMENT
DATE, SUBJECT TO EARLIER TERMINATION PURSUANT TO THE PROVISIONS OF SECTION 10.
THIS AGREEMENT MAY BE RENEWED THEREAFTER ONLY BY A WRITING DULY EXECUTED BY BOTH
PARTIES
3.
DUTIES.
DURING THE TERM OF THIS
AGREEMENT, THE EXECUTIVE SHALL SERVE AS CHIEF OPERATING OFFICER OF THE COMPANY
AND SHALL PERFORM ALL DUTIES COMMENSURATE WITH HIS POSITION AND AS MAY
REASONABLY BE ASSIGNED TO HIM FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER
AND THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD"). THE EXECUTIVE SHALL
REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER. THE EXECUTIVE SHALL DEVOTE HIS
FULL BUSINESS TIME AND ENERGIES TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND
SHALL USE HIS REASONABLE EFFORTS, SKILLS AND ABILITIES TO PROMOTE THE INTERESTS
OF THE COMPANY AND TO DILIGENTLY AND COMPETENTLY PERFORM THE DUTIES OF HIS
POSITION.
4.
COMPENSATION AND BENEFITS.
FROM AND
AFTER THE COMMENCEMENT DATE:
(A)
BASE SALARY. THE COMPANY SHALL PAY
COMPENSATION TO THE EXECUTIVE AT A GROSS RATE OF $175,000 PER YEAR (AS IN EFFECT
FROM TIME TO TIME, THE "SALARY") LESS ALL APPLICABLE TAX WITHHOLDINGS, SUBJECT
TO PERIODIC INCREASE FROM TIME TO TIME UPON THE REVIEW AND DETERMINATION OF THE
BOARD IN ITS DISCRETION, WHICH REVIEW SHALL BE CONDUCTED NO LESS FREQUENTLY THAN
ANNUALLY ON OR ABOUT MAY 1ST OF EACH YEAR.
THE EXECUTIVE'S SALARY SHALL BE
PAYABLE IN ACCORDANCE WITH THE NORMAL PAYROLL PRACTICES AND POLICIES OF THE
COMPANY.
(B)
BONUS COMPENSATION.
THE COMPANY SHALL PAY
TO THE EXECUTIVE BONUS COMPENSATION ("BONUS COMPENSATION") EQUAL TO ONE PERCENT
(1%) OF THE NET INCOME BEFORE TAXES FOR EACH FISCAL YEAR, COMMENCING WITH THE
CURRENT FISCAL YEAR OF THE COMPANY, WHICH BONUS SHALL BE PAYABLE AT THE END OF
THE FIRST QUARTER AFTER CONCLUSION OF EACH FISCAL.
(C)
VESTING STOCK SALE.
THE EXECUTIVE SHALL
ALSO RECEIVE AN OPTION TO PURCHASE 2,226,154 SHARES OF