Registration of Securities by a Small-Business Issuer — Form SB-2 Filing Table of Contents
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1: SB-2 Registration of Securities by a Small-Business HTML 932K
Issuer -- phoenixsb2
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 25K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 76K
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 12K
16: EX-5.1 Opinion re: Legality HTML 15K
5: EX-10.1 Material Contract HTML 72K
6: EX-10.2 Material Contract HTML 32K
7: EX-10.3 Material Contract HTML 42K
8: EX-10.4 Material Contract HTML 42K
9: EX-10.5 Material Contract HTML 42K
10: EX-10.6 Material Contract HTML 51K
11: EX-10.7 Material Contract HTML 49K
12: EX-10.8 Material Contract HTML 46K
13: EX-14.1 Code of Ethics HTML 40K
14: EX-21.1 Subsidiaries of the Registrant HTML 9K
15: EX-23.1 Consent of Experts or Counsel HTML 12K
EMPLOYMENT
AGREEMENT
(this
“Agreement”)
made
as of this 14th
day of
December, 2006 by and between
PHOENIX INTERNATIONAL VENTURES, INC.,
a
Nevada corporation, having an office at 2201 Lockheed Way, Carson City, Nevada89706 ("Employer")
and
Teja
N. Shariff,
an
individual with an address at 388 East Main Street, Branford, CT06405
("Executive");
W
I T N E S S E T H:
WHEREAS,
Employer desires to employ Executive as the Chief Financial Officer of Employer;
and
WHEREAS,
Executive is willing to be employed as the Chief Financial Officer of Employer
in the manner provided for herein, and to perform the duties of the Chief
Financial Officer of Employer upon the terms and conditions herein set
forth;
NOW,
THEREFORE,
in
consideration of the promises and mutual covenants herein set forth it is agreed
as follows:
1.Employment.
Effective the Effective Date (herein defined), Employer hereby employs Executive
as the Chief Financial Officer.
2.Term.
Subject
to Section 9 and Section 10 below, the term of this Agreement shall be for
a
period of twenty-four (24) months commencing on the Effective Date (the
“Term”).
The
Term of this Agreement shall be automatically extended for additional one (1)
year periods, unless either party notifies the other in writing at least ninety
(90) days prior to the expiration of the then existing Term of its intention
not
to extend the Term.
The
Effective Date shall mean the earlier of (i) ninety (90) days after filing
of a
registration statement concerning Employer’s common stock with the Securities
and Exchange Commission (“SEC”)
and
(ii) the SEC’s declaration of the effectiveness of such registration
statement.
3.Duties.
(a) The
Executive shall perform those functions assigned to him from time to time by
the
Board and/or the Employer’s Chief Executive Officer and President, and shall be
available to confer and consult with and advise the officers and directors
of
Employer at such times that may be required by Employer. Executive shall report
directly and solely to Chief Executive Officer and President. The Executive,
for
no extra consideration, will act as Employer’s Principal Accounting and
Financial Officer.
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(b) Executive’s
employment by Employer and its affiliates shall be on an as needed basis during
the Term, Executive agrees that he will (i) devote so much of his business
time
and attention as Employer may require, his best efforts, and all his skill
and
ability to promote the interests of Employer, and if, as, and when requested,
the interests of Employer’s affiliates, and (ii) carry out his duties and work
with other employees of Employer in a competent and professional
manner.
(c) Executive
agrees that, for no additional compensation, he will serve as a member of
Employer’s Board or serving as Employer’s secretary.
4.Compensation.
(a) (i)
Executive shall be paid $60,000 per year during the Term. Executive shall be
paid periodically in accordance with the policies and procedures of the Employer
during the Term, but not less than monthly. In this regard, if Employer does
not
have sufficient cash flow to pay Executive his compensation that is due and
payable hereunder in accordance with this Agreement’s terms, Employer shall so
notify Executive of this circumstance and shall be entitled to suspend periodic
payments of Executive’s compensation. Executive’s compensation will nevertheless
continue to accrue and will be shown on Employer’s books and financial
statements as a debt of Employer. When Employer has sufficient cash flow, it
shall promptly pay Executive his accrued but unpaid compensation and recommence
periodic payments of compensation under this Agreement.
(ii) Executive
is eligible for an annual increase (but not decrease) in his base compensation,
which will be determined by the Board and paid in accordance with policies
and
procedures set from time-to-time by the Board.
(iii) The
Board
shall from time-to-time consider other incentive programs, without duplication,
for Executive, which are customary for executive officers similarly situated
in
Employer’s industry.
(b) Employer
shall include Executive in its health insurance program available to Employer's
executive officers and shall pay 100% of the premiums for such
program.
(c) Executive
shall have the right to participate in any other employee benefit plans
established by Employer.
(d) Executive
shall receive such other benefits such as life insurance and disability
insurance, which are customary for executive officers similarly situated in
Employer’s industry, as deemed appropriate by the Board.
5.Expenses.
Executive shall be reimbursed for all of his actual, out-of-pocket, ordinary
and
necessary expenses incurred in the performance of his duties hereunder. Such
expenses must be previously approved by Employer and must be otherwise
acceptable to Employer, which approval shall not be unreasonably withheld.
Executive shall submit to Employer reasonably detailed receipts with respect
thereto.
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6.Vacation. Executive
shall not be entitled to any paid vacation time.
7.Secrecy.
At no
time shall Executive disclose to anyone any confidential or secret information
(not already constituting information available to the public) concerning the
internal affairs, business operations, and trade secrets of Employer. To this
end, Executive shall execute and deliver Employer’s Agreement Relating to
Inventions, Patents, Copyrights, and Confidential Information (Including
Covenant against Competing Employment).
8.Covenant
Not to Compete.
(a) Subject
to, and limited by, Section 10(b), Executive will not, at any time, during
the
Term, and for one (1) year thereafter, either directly or indirectly, engage
in,
with or for any enterprise, institution, whether or not for profit, business,
or
company, competitive with the business (as identified herein) of Employer as
such business may be conducted on the date thereof or on the date of the
termination of this Agreement for any reason, as a creditor, guarantor, or
financial backer, stockholder, director, officer, consultant, advisor, employee,
member, or otherwise of or through any corporation, partnership, association,
sole proprietorship or other entity; provided, that an investment by Executive,
his spouse or his children is permitted if such investment is not more than
two
percent (2%) of the total debt or equity capital of any such competitive
enterprise or business and further provided that said competitive enterprise
or
business is a publicly held entity whose stock is listed and traded on a
national stock exchange, the NASDAQ Stock Market, or the over-the-counter
bulletin board or any successor thereto. As used in this Agreement, the business
of Employer shall be the business of manufacturing, upgrading and
remanufacturing of ground support equipment for the defense-aerospace
industry.
(b) For
a
period one (1) year from the date of termination of this agreement Executive
shall not contact or solicit any of the Employer’s dealers, customers, employees
or suppliers.
9.Termination.
(a)Termination
by Employer
(i) Employer
may terminate this Agreement upon written notice for Cause. For purposes hereof,
"Cause" shall mean (A) Executive's misconduct as could reasonably be expected
to
have a material adverse effect on the business and affairs of Employer, (B)
the
Executive's disregard of lawful instructions of Employer’s Board of Directors
and/or Chief Executive Officer and President consistent with Executive's
position relating to the business of Employer or neglect of duties or failure
to
act, which, in each case, could reasonably be expected to have a material
adverse effect on the business and affairs of Employer, (C) engaging by the
Executive in conduct that constitutes activity in competition with Employer,
(D)
the conviction of Executive for the commission of a felony, and/or (E) the
habitual abuse of alcohol or controlled substances. Notwithstanding anything
to
the contrary in this Section 9(a)(i), Employer may not terminate Executive's
employment under this Agreement for Cause unless Executive shall have first
received notice from the Board advising Executive of the specific acts or
omissions alleged to constitute Cause, and such acts or omissions continue
after
Executive shall have had a reasonable opportunity (at least 10 days from the
date Executive receives the notice from the Board) to correct the acts or
omissions so complained of. If this Agreement is terminated for Cause, Employer
shall have no further obligation to compensate Executive pursuant to Section
4
above as of the date of termination, except for salary and bonus accrued by
the
Executive as of the date of termination.
(ii) This
Agreement automatically shall terminate upon the death of Executive, except
that
Executive's estate shall be entitled to receive any amount accrued under Section
4.
-3-
(b)Termination
by Executive
(i) Executive
shall have the right to terminate his employment under this Agreement upon
30
days' notice to Employer given within 90 days following the occurrence of any
of
the following events (A) through (E):
(A) Executive
is not elected or retained as the Chief Financial Officer.
(B) Employer
acts to materially reduce Executive's duties and responsibilities hereunder.
Executive's duties and responsibilities shall not be deemed materially reduced
for purposes hereof solely by virtue of the fact that Employer is (or
substantially all of its assets are) sold to, or is combined with, another
entity, provided that Executive shall continue to have the same duties and
responsibilities with respect to Employer's business, and Executive shall report
directly to the chief executive officer and/or board of directors of the entity
(or individual) that acquires Employer or its assets.
(C) A
Material Reduction (as hereinafter defined) in Executive's rate of base
compensation, or Executive's other benefits. "Material
Reduction"
shall
mean a ten percent (10%) differential;
(D) A
failure
by Employer to obtain the assumption of this Agreement by any successor;
or
(E) A
material breach of this Agreement by Employer, which is not cured within thirty
(30) days of written notice of such breach by Employer.
(ii) Anything
herein to the contrary notwithstanding, Executive may terminate this Agreement
upon ninety (90) days written notice.
(iii) If
Executive shall terminate this Agreement under Section 9(b)(i)(A)-(E), Executive
shall be entitled to receive six (6) months salary. Other than the foregoing
payment, Employer shall have no further obligation to compensate Executive
pursuant to Section 4 above.If
Executive shall terminate this Agreement pursuant to Section 9(b)(ii), Executive
shall only be entitled to any accrued and unpaid base compensation as of the
date of termination as provided in Section 4(a).
10.
Consequences
of Breach by Employer; Employment
Termination
(a) If
Employer shall terminate Executive's employment under this Agreement, without
Cause, or in any way that is a breach of this Agreement by Employer, the
following shall apply:
(i) Executive
shall be entitled to payment of six (6) months salary; and
(ii) Executive
shall be entitled to payment of any previously declared bonus as provided in
Section 4 above.
(b) In
the
event of termination of Executive's employment pursuant to Section 9(b)(i)
of
this Agreement, the provisions of Section 8 shall not apply to
Executive.
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11.Enforceability.
Executive
acknowledges that certain of the provisions contained in this Agreement,
including but not limited to those contained in Section 7 and Section 8 hereof,
are intended to protect Employer, and accordingly each employee of Employer
shall be deemed a third party beneficiary with respect to such provisions and
shall have the right to enforce such provisions as appropriate. The failure
of
any party at any time to require performance by another party of any provision
hereunder shall in no way affect the right of that party thereafter to enforce
the same, nor shall it affect any other party’s right to enforce the same, or to
enforce any of the other provisions in this Agreement; nor shall the waiver
by
any party of the breach of any provision hereof be taken or held to be a waiver
of any subsequent breach of such provision or as a waiver of the provision
itself.
12.No
Conflict.
Executive
represents and warrants that Executive is not subject to any agreement,
instrument, order, judgment or decree of any kind, or any other restrictive
agreement of any character, which would prevent him from entering into this
Agreement or which would be breached by Executive upon his/her performance
of
his/her duties pursuant to this Agreement.
13.Attorneys'
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 attorney's
fees, costs and necessary disbursements in addition to any other relief to
which
he may be entitled.
14.Entire
Agreement; Survival.
This
Agreement contains the entire agreement between the parties with respect to
the
transactions contemplated herein and supersedes, effective as of the date hereof
any prior agreement or understanding between Employer and Executive with respect
to Executive's employment by Employer. The unenforceability of any provision
of
this Agreement shall not effect the enforceability of any other provision.
This
Agreement may not be amended except by an agreement in writing signed by the
Executive and the Employer, or any waiver, change, discharge or modification
as
sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future
rights.
15.Assignment.
This
Agreement shall not be assigned to other parties, except in the event of the
sale of all of Employer’s business and the assumption in writing of Employer’s
obligations hereunder by the purchaser of Employer’s business. Notwithstanding
the foregoing, Executive may assign his right to receive compensation hereunder
to one of his affiliates.
16.Governing
Law.
This
Agreement and all the amendments hereof, and waivers and consents with respect
thereto shall be governed by the internal laws of the State of Nevada, without
regard to the conflicts of laws principles thereof.
17.Notices.
All
notices, responses, demands or other communications under this Agreement shall
be in writing and shall be deemed to have been given when
(a) delivered
by hand;
(b) three
business days after being sent by registered or certified mail, return receipt
requested; or
(c) received
by the addressee as sent be express delivery service (receipt requested) in
each
case to the appropriate addresses as the party may designate to itself by notice
to the other parties:
18.Severability
of Agreement.
Should
any part of this Agreement for any reason be declared invalid by a court of
competent jurisdiction, such decision shall not affect the validity of any
remaining portion, which remaining provisions shall remain in full force and
effect as if this Agreement had been executed with the invalid portion thereof
eliminated, and it is hereby declared the intention of the parties that they
would have executed the remaining portions of this Agreement without including
any such part, parts or portions which may, for any reason, be hereafter
declared invalid.
19.Withholdings.
Employer
may withhold from any amounts payable under this Agreement such Federal, state
or local taxes as shall be required to be withheld pursuant to any applicable
law or regulation.
-6-
IN
WITNESS WHEREOF,
each of
the undersigned has executed this Employment Agreement as of the day and year
first above written.
