DIVE CENTERDIVE THRU RESORTS

EMPLOYMENT CONTRACT KNOW ALL MEN BY THESE PRESENTS:

This Employment Contract is entered into this _______________ at Panglao, Bohol by and between:

DIVE THRU RESORTS., a corporation organized and existing under the laws of the Philippines, having a principal place of business at Panglao Bohol, represented in this instance by ____________ and/or _____________ (hereafter, “EMPLOYER” or “COMPANY”);

And:

Name of EMPLOYEE: JOHN MELENDRESDesignation/Position RESORT OPERATION CONSULTANT SERVICESPrimary Responsibilities To review and work with the existing development

team, Advisor, Consultants and recruited management personnel to outline and create a world-class dive facility and resort.

Address _____________________________________________Contact Details _____________________________________________

WITNESSETH:

WHEREAS, it is understood that all the benefits and privileges enumerated herein are available only to regular EMPLOYEES of the company, who have shown the requisite competence, diligence, and dedication to work. Probationary employees are not covered by this Agreement.

WHEREAS, the EMPLOYEE has been accepted for the above described position as a regular EMPLOYEE of the company, and in the course thereof represented himself/herself to be fully qualified and skilled for the said position;

WHEREAS, by reason of the aforesaid representation, the COMPANY, will engage the services of the EMPLOYEE on a regular basis starting on the date abovestated.

WHEREAS, the EMPLOYEE is willing to perform the functions for the EMPLOYER and to accept the responsibilities arising therefrom, commitment thereto subject to the terms and conditions hereinafter provided;

NOW THEREFORE, for and in consideration of the foregoing premises and terms and conditions, the parties hereto hereby agree:

ARTICLE I - EMPLOYMENT

 EMPLOYER hereby employs, engages and hires EMPLOYEE for the above described position, and for duties necessary to the operations of the Company. EMPLOYEE hereby accepts and agrees to such hiring engagement and employment, subject to the general supervision and pursuant to the orders, advice, and direction of EMPLOYER.  The EMPLOYEE shall perform such other duties as are customarily performed by one holding such position in other, same or similar businesses or enterprise as that engaged in by EMPLOYER and shall

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additionally render such other and unrelated services and duties as may be assigned to him from time to time by EMPLOYER, as the business need arises.

The EMPLOYEE shall be under the direct control and supervision of the Owner, who will instruct and supervise the EMPLOYEE with his/her daily responsibilities, including the company expectations that the EMPLOYEE must achieve.

ARTICLE II - COMPENSATION, BENEFITS AND WORKING CONDITIONS

Compensation

The EMPLOYEE shall receive a monthly compensation of ___________________, in two payments every 15th and 30th day of the month.

Moreover, the EMPLOYEE shall receive, at the minimum, the mandated benefits of the relevant labor laws of the Philippines.

Working Hours

The EMPLOYEE shall render work for the company on his own schedule whether on site or offsite, with adjustments to the schedule made according to operational demands agreed upon by both parties.

Appropriate accommodations, including full board and lodging and ancillary support services will be provided by the Resort to the consultant when onsite should an overnight stay be required.

In this case, the EMPLOYEE who sees the inability to report for work must find a suitable replacement and recommend it to his/her superior.

The COMPANY reserves the right to vary the EMPLOYEE’S normal hours of work at its discretion to meet business needs and/or improve operational efficiency.

The EMPLOYEE likewise agrees that in unforeseeable or emergency cases, the EMPLOYEE may be required to report for work with notice from the company.

Leave Benefits

After showing the requisite competence, diligence and commitment to his/her duties, the EMPLOYEE shall receive, as part of his/her benefits, a vacation leave of ________ for every one year worked, which can be redeemed one calendar year from the date of his/her regularization, and for every year thereafter. Unused vacation leaves will not be monetized.

In the same manner, regular EMPLOYEES are entitled to sick leave of _________ days for every year of employment, without need of presenting medical certificates. It is the duty of the EMPLOYEE to inform his/her superior of the availment of the sick leave at least one day before his/her shift or duty begins.

ARTICLE III – OBLIGATIONS AND BEST EFFORTS OF EMPLOYEE

  The EMPLOYEE shall devote his/her full time and efforts to the accomplishments of the duties that are assigned to him/her to the reasonable satisfaction of the COMPANY.

EMPLOYEE agrees that he will at all times faithfully, industriously, and to the best of his ability, experience and talents, perform all of the duties that may be required of him, pursuant to the express and implicit terms hereof and to the

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reasonable satisfaction of EMPLOYER.  Such duties shall be rendered at the principal office of the EMPLOYER and at such other place or places as EMPLOYER shall in good faith require or as the interest, need, business, or opportunity of EMPLOYER shall require.

The EMPLOYEE shall report directly to the owner while keeping the General Manager of Dive Thru Resorts copied in all communications.

On a day-to-day basis, the EMPLOYEE will interact and work with any Designated Owners representative, Project Manager, Advisor, Resort Management team, Consultants and other relevant resort personnel as needed.

The EMPLOYEE can interact on behalf of the Dive Center/Resort company with individuals outside the Hotel, including, but not limited to clients, suppliers, competitors, local Dive associations and other external sources of business.

ARTICLE IV – RESPONSIBILITIES OF THE EMPLOYEE

• Review and work with the existing development team, Advisor, Consultants and recruited management personnel to outline and create a world-class dive facility and resort.

• Establish an Action Plan and Checklist to achieve the development goals of the Dive Center and Resort.

• Advise and assist in the recruitment of Dive and water-sport center staff.

• The results of the Consultancy services will provide the Owner and the Senior Personnel of the resort with the direction to develop the project and operational capabilities for the Dive and Water-sport Center.

• To work closely with Marketing Director in promoting Dive Thru as a premier Dive Resort in Bohol.

• The Consultant will work with the Owners and General Manager of Dive Thru Resorts to review and provide input and recommendations for the following options:

Option 1: With the intention of running the Dive and Water-sport Center fully in-house

To provide input and recommendation for:o Organizational Structureo Licensing – to be qualified as an Official PADI dive

facility (if needed)o Staffing Guidelines and division of functional

responsibilitieso Brief review of wage and salary schedules and policyo Operating policies and procedures (including operating

manuals)o Budgets and Costso Management reportso Enticing Resort Packages that will include dive trips/

snorkel trips/ Island Hopping / Watersports (Sea Kayaking / Windsurfing / All PADI Dive courses / Camera Rentals)

o Dive related workshops in which the resort can promote and sell as team building package for companies and associations

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o Environmental Based Workshops and activities both above and below water so that the guests can actively get involved in environmentally and community based projects while staying within Dive Thru Resorts or in the surrounding areas should circumstances permit

o All experienced staff in which to safely and successfully run and manage all dive and water-sport related activities for Resort guests

o All safety standards and operating procedures to adhere to international regulations.

To source suppliers/vendors for all rental equipment required, which will include but not limited to:

o Wetsuitso Wet bootso Finso BCDso Regulatorso Dive Computerso Tankso Kayakso Maskso Snorkels

To source suppliers/vendors/prices for water vehicles/boats

Option 2: To source and work with an existing dive facility which will act as a concession within Dive Thru Resorts where as the resort will gain a percentage of the revenue

ARTICLE V - OTHER EMPLOYMENT

EMPLOYEE shall devote all his time, attention, knowledge and skills solely to the business and interest of the EMPLOYER, and EMPLOYER shall be entitled to all of benefits, profits or other issue arising from or incident to all work, services, and advice rendered by the EMPLOYEE, and EMPLOYEE shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, stockholder, advisor EMPLOYEE or in any other capacity, in any other business similar to EMPLOYER’S business or any allied trade.

ARTICLE VI – TERMINATION

Either PARTY may terminate this employment contract with 14 days notice in writing to the other party, the fee due to the EMPLOYEE should be commensurate to the work already preformed up to the date of termination in accordance to the payment schedule.

In the event that the EMPLOYER terminate the employment of the EMPLOYEE even within the effective period of this Contract if the latter, upon notice and hearing, is found to have violated any of the terms and conditions hereof, or any Company rule, regulation, policy or instruction, or for any just or authorized cause(s) under existing law and jurisprudence.

In the event the EMPLOYEE is terminated during the effective period of this Contract for reasons/causes other than the foregoing, the EMPLOYEE is entitled to receive severance pay in accordance with existing law and regulations.

ARTICLE VII – NON-DISCLOSURE

The EMPLOYEE and the EMPLOYER agree that each party will not disclose trade secrets, programs, name of customers, financial information or any other

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confidential information secured in connection with the parties’ involvement with each other.

Any information obtained about Dive Thru Resorts Company or any other related companies during the course of this agreement will be confidential and proprietary and may not be disclosed without prior written consent of either party.

ARTICLE VIII - OTHER TERMS AND CONDITIONS

Other Terms and Conditions – In addition to the foregoing duties and responsibilities:

a. The EMPLOYEE shall not, during the period of his employment with the EMPLOYER, accept any other employment or work assignment from another EMPLOYER regardless of whether such employment or work assignment is performed within or outside his working hours, without the prior written consent of the EMPLOYER.

b. The EMPLOYEE shall abide by all the Company Rules and Regulations of the EMPLOYER.

c. The EMPLOYEE shall immediately surrender all records, documents and properties of the EMPLOYER in his custody or control upon the termination of his employment.

e. The EMPLOYEE shall not, for a period of one (1) year from the date of termination of his employment with the EMPLOYER, accept employment with a competitor of the EMPLOYER or any other person or entity engaged in the same or related business or industry as that of the EMPLOYER. Neither shall the EMPLOYEE, for the same period aforementioned, engage in the same or related business or industry as that of the EMPLOYER.

f. The EMPLOYEE agrees that company policy may be proved with a copy of rules and regulations issued by the company, or through a memorandum issued by the company addressed to all EMPLOYEEs, even after the signing of this employment agreement. Thus, the EMPLOYEE, by entering into this Employment Contract, is expected to clear all company policy and company rules and regulations while in the performance of his duties.

g. For notices, demands, or other correspondence arising from this Agreement, it may be made through (a) personal service; and/or (b) service through registered mail at the stated address; and/or (c) through courier. Any of these modes of service will be deemed sufficient and conclusive upon the parties.

ARTICLE IX - AMENDMENT

Any modification or change in the terms and conditions of this Employment Contract shall not be valid unless the same is made in writing and agreed to by both parties.

IN WITNESS WHEREOF, the parties hereunto set their hands and affirm their consent to the terms of this Employment Contract, this __________________ in ________________, Philippines.

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____________________________________________For: Dive Thru Resorts.

And

____________________________________________EMPLOYEE

SIGNED IN THE PRESENCE OF:

_____________________________ _____________________________

ACKNOWLEDGMENT

Republic of the Philippines }____________ } S.S.

BEFORE ME, a Notary Public for and in ________________, this _____ day of _________________ personally appeared the following:

Name Competent Evidence of Identity and CTC

Date of Issue and Place of Issue

Known to me and to me known to be the same persons who executed the

foregoing Employment Contract and they acknowledged to me that the same is their free and voluntary act and deed as well as the free and voluntary act and deed of the Corporation herein represented. This instrument refers to an Employment Contract and consists of ___ pages, including this page on which the acknowledgment is written, duly signed by the parties and their instrumental witnesses.

WITNESS MY HAND AND SEAL, I have hereunto set my hand and seal this _____ day of _______________ at __________________________.

NOTARY PUBLICDoc. No. ______; Page No. ______; Book No. ______; Series of 2014.

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