Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 83 345K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 6 25K
3: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 2 11K
4: EX-3.1(II) Articles of Incorporation/Organization or By-Laws 2 15K
5: EX-3.1(III) Articles of Incorporation/Organization or By-Laws 7 33K
6: EX-3.1(IV) Articles of Incorporation/Organization or By-Laws 1 10K
7: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 1 10K
8: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 59K
9: EX-3.2(I) Articles of Incorporation/Organization or By-Laws 1 10K
10: EX-4.1 Instrument Defining the Rights of Security Holders 1 8K
11: EX-4.1(I) Instrument Defining the Rights of Security Holders 13 68K
12: EX-10.1 Material Contract 8 37K
13: EX-10.2 Material Contract 6 31K
14: EX-10.3 Material Contract 6 31K
15: EX-10.4 Material Contract 6 31K
16: EX-10.5 Material Contract 2 13K
17: EX-10.6 Material Contract 11 61K
18: EX-10.7 Material Contract 12 63K
19: EX-10.8 Material Contract 3 21K
20: EX-10.9 Material Contract 1 8K
21: EX-23.1 Consent of Experts or Counsel 1 9K
22: EX-23.1(I) Consent of Experts or Counsel 1 9K
23: EX-27 Financial Data Schedule (Pre-XBRL) 1 12K
EX-10.4 — Material Contract
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EX-10.4
EMPLOYMENT AGREEMENT WITH RONALD STEENBERGEN
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and effective this 2nd day of January, 2000.
BETWEEN:
BEACON LIGHT HOLDING CORPORATION, Incorporated pursuant to the laws of the
State of Nevada,
(herein called the "Corporation")
OF THE FIRST PART
AND:
RONALD STEENBERGEN, a resident of Hong Kong
(herein called the "Executive")
OF THE SECOND PART
WHEREAS the Corporation is currently employing the Executive and the
parties desire to enter into this agreement (the Employment Agreement") to
review the terms of such employment.
IN CONSIDERATION of the recitals and mutual covenants contained herein and
for other good and valuable consideration, the parties agree as follows:
1. EMPLOYMENT
The Corporation hereby employs the Executive and the Executive hereby
accepts employment with the Corporation for the term of this Employment
Agreement set forth in Section 2 below, in a position and with the duties,
responsibilities and authority as the Executive has ordinarily heretofore
enjoyed and as the Corporation may, from time to time, reasonably assign to him
commensurate with his office including those duties, responsibilities and
authority more particularly set forth in Section 3 below, and upon all other
terms and conditions set forth in this Employment Agreement.
2. TERM
The term (the "term") of the Executive's employment shall commence on the
later of the date above and shall continue until December 31, 2004, subject to
those provisions of this Employment Agreement providing for earlier termination
of the Executive's employment in certain circumstances. Thereafter, the term may
be extended for additional five-year periods from and after December 31, 2,004
upon the agreement of the Executive and the Board of Directors of the
Corporation, subject always to the provisions of paragraph 9 hereof.
3. POSITION, RESPONSIBILITY
It is intended that the Executive shall serve as the Managing Director of
Operating Companies of the Corporation.
150
Throughout the term of this Employment Agreement, the Executive shall
devote substantially his full business time and attention during normal business
hours to the business and affairs of the Corporation, except for vacations and
except for illness or incapacity. Subject to Section 9, and subject to the
approval of the Board of Directors of the Corporation, which will not be
unreasonably withheld, nothing in this Employment Agreement shall preclude the
Executive from devoting reasonable periods required for serving, as appropriate,
on the Boards of Directors of other corporations, from engaging in charitable
and public service activities, and from managing his personal investments,
provided such activities do not materially interfere with the performance of his
duties and responsibilities under this Employment Agreement and do not
constitute a conflict of interest with respect to his employment herein.
4. REMUNERATION: CASH AND STOCK OPTIONS.
(a) Cash - For services rendered by the Executive during the term of
this Agreement, the Executive shall be entitled to receive aggregate annual base
pay remuneration in cash in the amount of $60,000, payable semi-monthly.
(b) Stock - The Corporation shall grant to the Executive 500,000
Rule 144 Common Shares in the capital stock of Beacon Light. For income
purposes, the company values said Rule 144 Common Shares at $0.05 per share, as
the stock is freely trading on this date at $0.12 per share. Said shares have a
total value of $25,000 for remuneration on this date. Said shares may not be
pledged, margined or sold for a period of two years and is subject to any other
conditions as may be imposed by U.S. Securities laws.
(c) Stock Options - The Corporation shall grant to the Executive a five
year Stock Option for a total of 250,000 Common Shares in the capital stock of
Beacon Light exercisable at $0.15 per share. The granting of these options is
expressly subject to the approval of the board of directors as well as all terms
and conditions as may be imposed by U.S, Securities law.
(d) Remuneration Reviews - The Executive will have annual compensation
reviews shortly after December 1st of each year. These compensation reviews will
result in an increase of no less than 15% of base pay effective on each December
1st thereafter. The review can occur before or after that date but the
compensation must be effective that date.
5. PERQUISITES AND BUSINESS EXPENSES
The Executive shall be reimbursed for all reasonable expenses incurred by
him in connection with the conduct of the Corporation's business upon
presentation of sufficient evidence of such expenditures and provided the same
are authorized expenditures pursuant to policies adopted by the Board of
Directors of the Corporation from time to time.
6. BENEFIT PROGRANS
The Executive will be entitled to participate in all Executive benefit
programs of the Corporation from time to time in effect under the terms and
conditions of such programs, including, but not limited to, pension, share
incentive and other benefit plans, group life insurance, hospitalization and
surgical and major medical coverage, dental insurance, sick leave, including
salary continuation arrangements, vacations and holidays, long-term disability,
and such other fringe benefits as are or may be available from time to time to
other executives of the Corporation.
151
7. VACATION
The Executive shall be entitled to all usual public holidays and, in
addition, 3 weeks annual vacation during each year of employment hereunder. Such
vacation time shall be utilized by the Executive at mutually reasonably
acceptable times.
8. TERMINATION OF EMPLOYMENT
For the full term of this agreement the Executive cannot be terminated by
the Corporation without cause.
(a) Death - In the event of the death of the Executive during the term
of this Employment Agreement, the Executive's salary will be paid to the
Executive's designated beneficiary, and in the absence of such designation, to
the estate or other legal representatives of the Executive, through the end of
the month in which death occurs, Rights and benefits of the Executive under the
Executive benefit plans and programs of the Corporation, including life
insurance, will be determined in accordance with the terms and conditions of
such plans and programs.
(b) Disability - The Executive's employment shall terminate
automatically upon written notice from the Corporation in the event of the
Executive's absence or inability to render the services required hereunder due
to disability, illness, incapacity or otherwise for an aggregate of one hundred
and eighty days during any 12 month period during the term, In the event of any
such absence or inability, the Executive shall be entitled to receive the
compensation provided for herein for such period, and thereafter the Executive
shall be entitled to receive compensation in accordance with the Corporation's
long-term disability plan, if any, together with such compensation, if any, as
may be determined by the Board of Directors of the Corporation.
(c) Termination by the Corporation for Cause - In the event of a
termination for cause, there will be no continued salary payments by the
Corporation to the Executive and any rights and benefits of the Executive under
the Executive benefit plans and programs of the Corporation will be determined
in accordance with the terms of such plans and programs. For the purposes of
this Sub Section and of the Executive's employment with the Corporation, "cause"
shall mean that:
(i) The Executive has committed a felony or indictable offence or
has improperly enriched himself at the expense of the Corporation or has
committed an act evidencing dishonesty or moral turpitude, including without
limitation an act of theft;
(ii) The Executive, in carrying out his duties hereunder, (A) has
been willfully or grossly negligent, or (B) has committed willful and gross
misconduct or, (C) has failed to comply with clear and reasonable, instructions
or directives from the Board of Directors of the Corporation after having been
informed in writing of a failure to so comply having been given reasonable
opportunity to comply or correct a matter;
(iii) The Executive has breached a material term of this
Employment Agreement and such breach is either not promptly remedied upon notice
or is incapable of remedy;
(iv) The Executive becomes bankrupt or in the event a receiving
order (or any analogous order under any applicable law) is made against the
Executive or in the event the Executive makes any general disposition or
assignment for the benefit of his creditors which materially interferes with his
ability to render services hereunder,
152
(v) The Executive commits any other act giving the Corporation
cause to terminate the Executive's employment, including, but not limited to
chronic alcoholism or drug addiction, material malfeasance or nonfeasance with
respect to the Executive's duties hereunder.
Prior to any termination of the Executive for cause due to the first only
of any occurrence described in subparagraphs ii), (iii), and (v) above, the
Corporation shall notify the Executive in writing of the particulars of the
occurrence upon which termination would be based and shall in such notice advise
the Executive as to whether, in that Corporation's reasonable opinion, the
default of the Executive occasioned by such occurrence is capable of being cured
or rectified in full without material loss or damage to the Corporation, in
which case the Corporation shall afford the Executive a reasonable period of not
less than five business days in which to cure or rectify such default. In such
event and provided the Executive cures or rectifies such default in full without
material loss or damage to the Corporation, the Executive's employment shall not
be terminated on the basis of such occurrence.
(d) Termination by the Executive - The Executive shall be entitled to
terminate this agreement at any time upon giving the Corporation three (3)
months written notice.
9. NON-COMPETITION
(a) The Executive agrees that during the period of the Executive's
employment with the Corporation and for a period of twelve months from the last
payment of monthly compensation to the Executive by the Corporation, the
Executive shall not engage in or participate in any business activity that
competes, directly in the Global market, with the business of the Corporation,
or that of any parent, subsidiary or affiliate companies, organizations or
entities. For purposes of this Section the business of the Corporation means
that area of telecommunications presently engaged in by the Company and includes
all future activities as may be described in the business plan of the company as
approved by the Board of Directors from time to time.
(b) For the purposes of this Section, the Executive shall be deemed to
"compete, directly or indirectly, with the business of the Corporation or its
parent, subsidiary, or affiliate companies, organizations or entities" if the
Executive is or becomes engaged, otherwise than at the request of the
Corporation, as an officer, director or the Executive of, or is or becomes
associated in a management, employee, ownership, consultancy or agency capacity
with any corporation, partnership or other enterprise or venture whose business
includes the distribution of competing services or products.
(c) It is the desire and intent of the parties that the provisions of
this Section shall be enforceable to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is
sought. Accordingly, if any particular portion of this Section is adjudicated
unenforceable in any jurisdiction such adjudication shall apply only in that
particular jurisdiction in which such adjudication is made.
10. NON-SOLICITATION
The Executive agrees that for a period of one year following the
termination of the Executive's employment with the Corporation, for any reason
whatsoever, the Executive will not, whether as principal, agent, executive,
employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or attempt to retain in any way whatsoever, any
of the Executives or employees of either of the Corporation or its parent,
subsidiary or affiliate companies, organizations or entities.
153
11. CONFIDENTIAL INFORMATION
All confidential records, material and information and copies thereof and
any and all trade secrets concerning the business or affairs of the Corporation
or any of its parent, subsidiary, or affiliate companies, organizations or
entities, obtained by the Executive in the course and by the reason of his
employment shall remain the exclusive property of that Corporation. During the
Executive's employment or at any time thereafter, the Executive shall not
divulge the contents of such confidential records or any of such confidential
information or trade secrets to any person other than to the Corporation, or to
the Corporation's qualified Officers or Executives, and the Executive shall not,
following the termination of his employment hereunder, for any reason use the
contents of such confidential records or other confidential information or trade
secrets for any purpose whatsoever.
12. WITHHOLDING
Anything to the contrary notwithstanding, all payments required to be made
by the Corporation hereunder to the Executive or his estate or beneficiaries,
shall be subject to the withholding of such amounts relating to taxes as the
Corporation may reasonably determine, after consultation with the Executive, it
should withhold pursuant to any applicable law or regulation. In lieu of
withholding such amounts, in whole or in part, the Corporation may, in its sole
discretion, accept other provisions for payment of taxes and withholdings as
required by law, provided that the Corporation is satisfied that all
requirements of law affecting the Corporation's responsibilities to withhold
have been complied with.
13. ENTIRE AGREEMENT
This Employment Agreement contains the entire agreement between the parties
hereto with respect to matters herein and supersedes all prior agreements and
understandings, oral or written, between the parties hereto relating to such
matters.
14. ASSIGNMENT
Except as herein expressly provided, the respective rights and obligations
of the Executive and the Corporation under this Employment Agreement shall not
be assignable by either party without the written consent of the other party and
shall enure to the benefit of and be binding upon the Executive and the
Corporation and their permitted successors or assigns, including, in the case of
the Corporation, any other corporation or entity with which such Corporation may
be merged or otherwise combined or which may acquire that Corporation or its
assets in whole or in substantial part, and, in the case of the Executive, his
estate or other legal representatives. Nothing herein expressed or implied is
intended to confer on any person other than the parties hereto any rights,
remedies, obligations or liabilities under or by reason of this Employment
Agreement.
15. APPLICABLE LAW
This Employment Agreement shall be deemed a contract under, and for all
purposes shall be governed by and construed in accordance with, the laws of the
State of Connecticut without regard to the conflict of laws rules thereof. The
Corporation and the Executive hereby irrevocably consent and affirm to the
jurisdiction of the courts of the State of Connecticut with respect to any
dispute or proceeding arising in connection with this Employment Agreement.
154
16. AMENDMENT OR MODIFICATION: WAIVER
No provision of this Employment Agreement may be amended or waived unless
such amendment or waiver is authorized by the Corporation (including any
authorized officer or committee of the Board of Directors) and is in writing
signed by the Executive and by a duly authorized officer of The Corporation.
Except as otherwise specifically provided in this Employment Agreement, no
waiver by any party hereto of any breach by the other parties of any condition
or provision of this Employment Agreement to be performed by such other party or
parties shall be deemed a waiver of a similar or dissimilar breach, condition or
provision at the same time or at any prior or subsequent time.
17. PROVISIONS SURVIVING TERMINATION
It is expressly agreed that notwithstanding termination of the Executive's
employment with and by the Corporation for any reason or cause or in any
circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the Corporation, in relation or
arising up to the time up to and including the date of termination; and the
provisions of Sections 9 through 12 inclusive, shall all remain and continue in
full forte and effect.
18. SEVERABILITY
In the event that any provision or portion of this Employment Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions and portions of this Employment Agreement shall be unaffected thereby
and shall remain in full force and effect to the fullest extent permitted by
law.
19. COUNTERPARTS
This Employment Agreement may be executed in counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
20. REFERENCE
In the event of the Executive's death or a judicial determination of his
incompetency, reference in this Employment Agreement to the Executive shall be
deemed, where appropriate, to refer to his beneficiary or beneficiaries.
21. CAPTIONS
Captions to the Sections of this Employment Agreement are solely for
convenience and no provision of this Agreement is to be construed by reference
to the captions of that Section.
BEACON LIGHT HOLDING CORPORATION
By: /s/Jerry Gruenbaum
--------------------------------
Jerry Gruenbaum, President
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 12/31/04 | | 1 | | | | | None on these Dates |
| Filed on: | | 3/24/00 |
| List all Filings |
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