ORANGE 21 INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the Agreement) is entered effective October 12, 2006, by and between Orange 21 Inc., a Delaware corporation (Employer), and Jerry Collazo (Employee), with respect to the following facts:

A. Whereas, Employee has agreed to serve as Chief Financial Officer of Employer;

B. Whereas, Employer is a Delaware corporation engaged in the business of the design, manufacture, sale, and distribution of sunglasses and related products bearing Employers trade name; and

C. Whereas, Employer wishes to secure and Employee wishes to provide ongoing services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Employment. Employer hereby agrees to employ Employee as its Chief Financial Officer, and Employee hereby agrees to be employed by Employer in such capacity, subject to the terms and conditions in this Agreement.

2. At Will Employment. The parties acknowledge and agree that: (a) Employees employment is not for a specified term and may be terminated by Employer or Employee at any time with or without cause; (b) this provision is intended to be the complete and final expression of the parties understanding regarding the terms and conditions under which Employees employment may be terminated; (c) no representation contrary to this provision is valid; and (d) this provision may not be augmented, contradicted, or modified in any way, except by a writing signed by Employee and by Employers Chief Executive Officer. Nothing in this Agreement is intended to or shall be construed to contradict, modify or alter this at-will relationship.

3. Compensation. Employer shall pay Employee the following forms of compensation:

a. Base Salary. Employee shall be paid a gross annual salary of $250,000 (Base Salary), payable on a pro-rated basis according to Employers payroll schedule and subject to applicable withholdings and other payroll deductions. The Base Salary is subject to adjustment at the end of each calendar year by the Board of Directors of Employer (the Board) in its sole and absolute discretion.

b. Commissions, Profit Sharing and Bonuses. Each year, in the sole and absolute discretion of the Board, Employee may be entitled to participate in commission programs, profit sharing programs and bonus programs. The terms and conditions of any such programs will be established by the Board each year and Employee will be notified of such

terms and conditions for such year. For 2006, the terms and conditions of such programs as such programs apply to Employee are outlined on Exhibit A, attached hereto.

e. Stock Options; Restricted Stock.

(i) Pursuant to the terms and conditions of a Notice of Stock Option Grant and Stock Option Agreement and Employers 2004 Stock Incentive Plan, Employee shall be granted an option to purchase up to 20,000 shares of Employers common stock. Beginning in 2007, from time to time, in the sole and absolute discretion of the Board, Employee may be granted additional options to purchase shares of common stock of Employer on terms and conditions established by the Board.

(ii) Pursuant to the terms and conditions of a Notice of Restricted Share Award and Restricted Share Agreement and Employers 2004 Stock Incentive Plan, Employee shall be granted 20,000 restricted shares of Employers common stock.

d. Car; Phone. During the term of this Agreement, Employee shall be entitled to a monthly car allowance of $500.00. In addition, Employer shall either provide or pay the cost of a mobile telephone for Employees use in connection with the performance of his duties under this Agreement.

4. Duties. Employee will expend his best efforts on behalf of Employer and will abide by all applicable federal, state and local laws, regulations or ordinances. As an employee of the Company, Employee agrees: (a) to devote Employees utmost knowledge and best skill to the performance of Employees duties under this Agreement; (b) to devote Employees full business time to the rendition of such services, subject to absences for customary vacations and for temporary illness; and (c) not to engage in any other gainful occupation, business, or activity that requires Employees personal attention or creates a conflict of interest with Employees responsibilities under this Agreement without the prior approval of the Board of Directors. Notwithstanding the foregoing, Employee shall be permitted, to the extent such activities do not interfere with his performance of his duties and responsibilities and do not violate Section 11 of this Agreement, to serve on civic or charitable boards or committees and serve on the boards of other companies.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC