Gmail - Need New Employee signup suit Page | of Grail Grissom Need New Employee signup stuff ‘message Fes Dotty pana exon ne> Sl, Mar, 2007 at 9:47 PA 5 Bon Gal ona 048nah Sa hsty: Can you send David Bun allo the information necessary to sign up as an employe of Altus Ventures, LLC. appears that hel golng to come on bead as ou project manager fr MAPLIn Colorado. Hs e-nal is avidouniacomeastnet «Also, his phone number i 970-819-1995 fs you need to commits with him va ‘hone, I beleve Bl Grisiom has afesume on him fer your personne! ef ot, 1 wil forward ko you hen etn fom Hawa III, Sorry for he Hawa ting Paul 1 1boFwbaMeMeSORsearch-q.. 8/13/2007Ginail- Document Page | of 2 Graail eee enae Document messages David Bruni ‘To! Bill Gissom “gissom bil@gmal com> bin, Don asked n Cordially, Dave David P. Brunt President Vectra Bank Steamboat Springs 2155 Resort Drive, Suite 300, ‘Steamboat Springs, CO 80487 {o] 970-870-4217 [e] 970-819-1935 [tax] 970-879-5693, david.bruni@yectraban {o email this to you. Please be aware it also includes the Note, I'll mail originals te "Messaging Security" made the following annotations on 03/06/07, 01 ‘THIS ELECTRONIC MESSAGE, INCLUDING ANY ACCOMPANYING DOCUMENTS, I8 CO attachments Devid Brutvet OR {2} NAPLun Employment Arement 347. 1 Mar , 2007 a 10:50 AM ‘To! avd Brot , AVOK:Don David, Don, Paul, Mat, ‘ntp/Hmail google. com/mail/7k-e244 1 4face&view=pt&th=111283125t6ale698search-q.. 8/13/2007Gmail - Document Page 2 of 2 ‘Thanks, Thro ar afew delate we need clricaton on. 4 Who i the employer? AV(Bankars Banas) or MAPID 2.Who Is be insurance wi? Bankers Benefits er CODI? there realy shoud ba a match hee wih #1. MAPL hha none, ut bole Ron Sis s gating Insrence for guys n COD 3 How fs the 0% interest an taxed and when? We ae researching Wit Finley Cook to determine how to ‘alee taxes on tis. 4. When does payo sta? assume fs payday ater he stat, but when does he slat? 5 Bonus pool inéudes John Price who snot an employee of MAP but West Routt How does thet work? 6, Sams san employee of COD! along vith a numberof ethare who are nt oiibe. Wht ebout ‘Ssotminaton? 1 COD insurance or Bankers Rana hie dal compl with therein eam plan for non fon? 11283125R6aLc698search-q.. 8/13/2007 tpn google convmail7ik=e244 4face&view=ptEMELOYMENT AGREEMENT. ‘This Employment Agreement (“Agreement Is enteced into as ofthe Sth day of March, 2007, by MOUNTAIN ADVENTURE PROPERTY INVESTMENTS, LLC, 1 Colorado limited bity company ("Company") and DAVID P, BRUNI ("Employee"), WITNESSETH WHBRBAS, Company desires to employ Employee and Employee desires to accept ‘employment withthe Company under the terms ofthis Agreement; NOW, THEREPORE, in consideration of the premises and the mutual terms, covenants ‘and condtonscontaned herein, Company and Employee agree as follows: 1, Employment 1.1 Aoseptance, Company heteby employs Buployes and Employee accepts such employment, st President, subject to the terms, condians and provisions of this Agreement, 1.2. ‘Term, “The term of employment shall commence withthe date of this ‘Agreement and shall continue for the (enm stated In Seodon 8.1 unless eaiier terminated ‘pursuant to Sectlons 8.2, 8.3, 84, o 8.5. 2 Duties ‘ployee agres that he wil tall ines fethfuly, industelousy, and to the best ‘of hi abiiy, experience, and talent, perform all of the duties tat may be required of end ftom him pursuant fo the express and implled terms hereof and Jn acoordaioe with the Company's Operating Agreement. Such duties shall be rendered at auch place or places tthe Inteest, needs, business, and opportunities of Company shall requle, except a8 described hereafter. Relocation of Employee fiom Steambort Springs, Colorado by Company so that uployes can perform assigned duties for any period greater than 6 months shall be by mutual ‘agreement of Company and Employes. Lack of mutual agieement between Company and Employee regarding th relocation of Employee for a period greater than six (6) months shall be considered a Termination by the Company Without Cause per section 8.5 of thls ‘Agreement. 3. Relfionshin Retween the Pavles ‘The relationship between Company and Binployes is that of an employer aud an ‘employee. ‘The power to supervise and review he acs of Employee shall be vested inthe ‘Managers of Company.4. Compensation 4.1. Base Salary, Employes shall have an annual salary of $180,000 ("Base ‘Salasy"), payable twice a month on the 1st and 15th ofthe month, subject to withholding and ‘other applicable taxes. ‘Te Base Salary willbe vevlewe for Ineveases onan annul fical year basis, Any increases asa result of such review wil be effective on te fist pay period ofthe new flea! year retroactive tothe fiscal yon stat. 4.2 Bonus and Profit Sharing, 10% of Company's net beforetax profits, as ‘determined under GAAP (ihe "Bonus Poot") will be set aside for distribution to key execative ‘and management employees (defined in Exhibit A], for purposes of providing managoment compensation incentives. Employee shall patcpate in the Bonus Pool along with other key snagement employees. Employee will etablish patcipation percentages in the Bonus Pool snmilly based upon expected management responsible. A thee member Bonus and Profit Sharing Commitee made up of F. Don Anderson, Mark Sills, and Employee wil determine ‘what percentage ofthe Bonus Pool will be distibuted each fiscal year. Such Committee will also assess the Bonus Pool percentage each fiscal year to see If It needs to be Increased shave 10% of Company's net beforetax profi, 43° Bunployes Banefts, Employee hall be eligible for allright, benefits or privileges as an employee of Company under the terms of is employee benefit plan in effect fiom tine (0 timo, which shall be no less than the rights, benefits and prlllges avallable to ‘employees of Fiat Sate Bank of Altus, Oklahoma, 44 Medical Insurance, Company shall inchude Bmployee and Employee's spouse as insuced individuals under an Insurance plan of Company's cholee, “The Company hall pay 95% of the premiums assclated with such plans for the Employee and 60% ofthe ‘remtums associated with such plas fr the Employee's spouse, 43 Baponses, Employee is authorized to Incur reasonable expenses for fentertinment, travel and similar items for promoting Company's business and in the performance of his dues pursuant fo thls Agreement pursuant to policies adopted from time to time by the Managers. "Company shall rlmburse Employee for auch expenses upon presentation by Employee of an liemized account of such expenditures. Employee agres to iain adequate records, in such deta as Company may reasonably request, of such ‘expenses. Indemnification Company shall indemnity and hold harmless Employee aginst any clan for ezore and ‘omissions or regarding eny lose, lablly, clam, damage and expense, including the cost of ‘defense, aisha out of or relating to Employee's employment under this Agreement, provided that the Company shal have no duty to indemnify Bmployee fr elie made on account of Bniplayee's gross negligence. or willful mlseonduct, Company's lily hereunder shall bo ‘eduoed by any emount of insurance proceeds pald to or on behalf of Employee with respect to ‘event giving tse to indemnitiction hereunder. This Indemnification shall be deemed tosurvive the death or other termination of employment of the Employee and the termination of this Agreement and shll be in addition to any other teh to Indemnification to whieh the Einployee may be ented 6. Macation Employee shall be entitled annually to tee @) weeks fully pald vacetion. Suah ‘vacation may be taken at thes and in a manner desired if the taking of such veeation shall not cause material Interuption of the services required to be performed by Employee for Company. | Working days solely for purposes of tha Section 6 ate defined to be Monday hough Friday, but excluding any ofthe following holidays: Christos Eve Sly dt Ciustmas Day ‘Memoria! Day New Year's Day ‘Thanksgiving Day Labor Diy, 7. ecsonal Leave Bnuployee shall be ented to two (2) weeks filly pald personal leave tobe used for any ‘Parpose Inching ines during etch calendar year. Personal leeve taken In excess of two (2) ‘weeks shall be charged to Employee's annul vacation, 8, Temand Termination 8.1 Term. ‘This contact shall be fora term of two @2) years beglanlug May 41, 2007 and ending April 30, 2009 ("Ital Term"). Unless tonmlaated as hereinafter set forth, this Agreement shall continue folowing the Intl Term for successive one year terms (Renewal Term) under the same terms as ths Agreement, lle to renew this Agreement shal bo considered tenninstion without enuse under eetion 8.5 below, unless the Agresment ‘not renewed for any reason set forth under Seaton 8.4 below. 8.2 Disabilly, If the Brployeo Is prevented fom aubsnnly end sateilly performing his principal dues and series Reeander by reason of mental or piyseal desiiy coving the Intl Term or any Renewal Teom hereof, the employment of Employes shall texmionte after 30 days prior writen rte, but te Company shall be liable forthe Base Slay to the dite of tennination. Ifthe putes cannot mutually agree tpon haber Employee Is dabled forthe purposes of thls Agreement, then the Company en Buployee el etn appoint one payin ef his rls hole Hema to price tn anya within he United States, andthe vo physi 6 apolned stall deterste if Brploye isn fact diablo forthe porpse of his Agreement. If the two pila so appointed ext ‘gree upon whether Employee is dled, sch physi sal appl hd physclan ae ‘he decision ofthe majority sal be binding onal parts. 83 Death, In the event ofthe death of Bmpoyee during the Ina Term ot ‘aay Renowal Team hereof, Company shall be lieble to the dependents for my paymentsprovided by any tife Insurance potiles provided by the Company, Base Salary to date of termination, reimbursement for expenses Incurred prior to auch termination date and ay indemnification to which Employee and his legal hers and lgal epuesentatives may be ented under Secton 5 hereof, 84 i ‘The Company shall have the lat to terminate this Agreement and the employinont of Bmployce under hs Agree Ror ‘use In the event *) Brployee mately breaches any provisions of this Agreement, ‘naitally end materially neglects his assigned duties to the Company, or grossly breaches his fdvelary dues to. the Company’ and fills to core such breach or neglect within thirty (G0) calendar days after receiving writen notice of such breach of neglect from Company; oF ¥) — Brployee emberzles, stels or otherwise mlepproprites any inaterial property, asset or right owned or under the eonttol of Company, which is esabished by conveton or judgment in a cout of competent jurisdiction, ‘The determination of whether cause for termination exits, under paragraph a) above, shall be nade bythe Manages, afer the Employee shall have been given the opportunly fora hearing ‘before tho Managers with the asistance of counsel. Upon the termination ofthis Agreement Pareuant to this Section 8.4, no father payments of exy type sll be made or shall be payable to Employee hereunder, oer than for any Base Salary duo through, and teimbureements for expenses Incurred prior to, the date upon which such termination occa. 8s r ‘This Agreement may be {exminated by the Company other than for eause upon the afimatlve vote of 73% of dhe Managers, excluding the employee tn question, who shall not vote, in which event the Company shall immediately pay the Bmployee: () the total amount of the Base Salay ‘otherwise payable trough the end ofthe Inial Term or the Renewal Term ofthe Agreements Whichover is applicable, but inno event les than one year's Base Selary atthe then current sate for a 12 month petiod; and (i) reimbursements for expentes incurred prior to the date ‘pon which euch termination occurs. Tes (I) through (v) ell be payable irmedately upon termination. “Any removal of Bnployee from the management of Company, ether than as & ‘ealt of @ termination for enute In accordance with the Conyany’s Operitng, Agreement, whether by action of the Members, amendment of the Compaiy's Operating Agreement, oF others, may, at te option of Employee, be deemed to bea termination without cause usder thls Section 8.5. All other compensation and employee Benefits which would otherwise be dae under this Agreement shall cen as of the date of such termination except at otherwise provided eliswhere in this Agreement or in the plan, instrument or grant covering: such compensation or benefits. Any libilty Company may have for indemnification under Section 5 hoof shell survive texmination under the Section 8.5,8.6 | Voluntary Termination of Employment by Emlaxee, Bnployee may Yoluntay termite his enploymen hereunder effective not lest tha sty (60) dye om ‘ton noice of termination of employment ven by Employee to Company, Which sty (50) {ay pecod may be aceierted atthe option of Compa.” As of ts efetive dato of sch teomition the Company sal fave no further obligation to Pploye undo thls Agreement tnd the Employee shal have no further rlghts of obligations unde tha Agreement except fr (9 the payment of tho Base alr, aud seladurenet for enpentes the Eto of eat G4) Brmployees obiations unde Secons 9 and 10 hetet, and i) eblpalom of the (Company under Seton $ exe, 9% Confidentiality or purposes ofthis Agretmen,“propvetay ifnmadon” shall een any infomation reliting to the business of Company or ay of is sibdaris or effin that bas nt previously bean pubily released by dy authored representatives of Company and sal ‘ned (bt sal ot be linked) Company Infomation encompassed tn all plans, proposes compote prograns, marketing. and sales plan, flaniel Information, cost, teveaeh Information, pricing infomation, caso ‘entty and tformatio, ad all anthods onze, oF Ideas ino easonsby ested to the busines of Company. Employee agrees to regard and preserve as confidential all proptietary information Deriaining to the Company's business that has been or may be obtained by Employee in the ‘course of his employment with Company whether he hus euch information fn his mem ox In {weting oF other physical form, except when such dsclooue fe made in the peformance of Bimployes's utes and in onder to accomplish the bushness purposes of the Company, ‘neludig, but not limited to, the sequisition of other business, provided the Employes takes Teasonable steps to prevent any inappropriate further disclosure of such proptleaty {nfonnation, ployee will not, without waiten authori thom Company to dos, use for his benefit or purposes, or disclose to other, either during the term of his employment hereunder (oF theveater, except as permited hereunder, ny proprietary Fnformation connected with the business of Company. “This provision shal not apply after the proptetery information has been voluntarily diselosed to the publi Independently developed and disclosed by others, ‘otherwise enters tho public domain though lawful means, of ie production 1s compelled by legal process 10, Removal of Documents ot Obits Tmployee agiees no to remove ftom the premise of Company, except es an employes of Company in purslt ofthe batiness of Company or any of its sbsiinies or afflstes, or xcept as epeifialy permite In wring by Company, any document or eject contlning ct refeting any proprietary information of Company, fachuing, but not lined to, business records and fs, busines plas, sccouting’ and’ Mnareil information, ‘Tho mployes ‘eognaes tet all such documents and objects, whether developed by him oF by someone ole, axe the exclusive propety of Company.11, Corporate Opportunies und Cons of ferest Employee agrees that during the term of his emplayient hereunder he wl not without to prior written consent of the Company based on a decision of the Managers ete full ligelosure: (I) take any action which might divert fom Company or any subsidiary of Company ay opportunity which would be within the scope of any of the present or Situ Fruinesses theveof; or (i) diectly or indizetty engage In any tanesctton or ive. ery contractual relationship with or derive auy benefit from eny suppliers, vendors, customers, Detlents or other business afiiate of Company, or have a fnanclel Interest with or in any of the foregoing, except the ownership of up (0 3% of the oustanding securities of any public compeny, mn order to Induce Company to employ Employee hereunder, Employee represents and ‘warrants to Company tat he Is not presently engaged in or has any interest In aay activiy escrbed in the foregolng paragraph, and that he hes disclosed in wting to Company any such present Interest of activity. 12, Infunetive Reiet It Is understood and agreed by and between the partes hereto thatthe serve’ to be rendered by Employee hereunder, the agreements of Employee contaied in Sections 9, 10, ‘nd 12, andthe rights and privileges grented to Company ty Employee hereunder, ere ‘of & ‘special, unique, extraordinary and infllectnl character, which gives them & pecular value, the loss of which cannot be reasonably or adequately compensated in damages In eny action atin, ‘and that breach by Employee of any ofthe provisions contained Inthe Agreement will cause Company great ireperable injury and damage. Employee hoveby expressly agrees that Company shel, in addition to any other reli? allowed at law of in equity, be entitled to the remedies of injunction, specific performance and other egutable rele to prevent a breach of this Agreement by Emplayee. This provision shall net, however, be construed as a waiver of ‘ay ofthe rights which Company may have for damages or otherwise, 13, Miseellaneous 13.1 Atslanment, Except as otherwise provided hereln this Agreement may not be assigned by eltier Company or the Employes, 13.2 Notices, Any notices required or permed to be glven under this ‘Agreement shall be suelent if In weting and sent by mall to his resKenes, In the ene of [Bmployee, orto its principal office, inthe ese of Company. 13.3 Walver of Bueach, ‘The walver by any paryy hereto ofa breach of any provisions of this Agreeient shall not operate or be construed as n waiver of any subsequent breach by any party, 134 Governing Law, This Agreement shall be governed by and construed in sccordance withthe laws ofthe State of Oklahoma