GEOVAX INC. EMPLOYMENT AGREEMENT--ANDREW KANDALEPAS
GEOVAX
INC.
EMPLOYMENT
AGREEMENT--XXXXXX
XXXXXXXXXX
1
February 2007
This
EMPLOYMENT
AGREEMENT
(the
"Agreement") by and between GeoVax
Inc.,
a
Georgia Corporation ("Company"), and XXXXXX
XXXXXXXXXX ("Employee";
and with the Company, collectively, the "Parties"), is entered into and
effective as of:
1 February 2007
(the
"Effective Date”).
Employee
will serve as a SENIOR VICE
PRESIDENT of
the
Company. The Company and Employee desire that Employee be employed by the
Company in the above capacity under the terms of this Agreement. Therefore,
in
consideration of the mutual covenants and agreements set forth herein, it
is
agreed:
1. Employment;
Duties.
Employee is hereby employed by the Company under the terms of this Agreement,
and Employee accepts such employment. Employee shall serve in the position
as
defined above and shall perform the following duties (“Employees Duties”): such
duties as are customary for someone in that position and duties that may
be
reasonably assigned from time to time by the President and CEO and in the
absence of the President/CEO, the Company’s Board of Directors (BOD]. Primary
duties include but are not limited to: specified
corporate functions, coordination/management of financial activities inclusive
of private placements of stock in both domestic and international markets;
fund
raising via sales of securities and other means of fund raising inclusive
of
grants, business contracts and any other activities that may be assigned
from
time to time.
2. Term
of Agreement.
The term
of Employee’s employment under this Agreement commences on the “effective date”
and shall end upon the termination of Employee’s employment with the Company as
provided herein. The Company may terminate this Agreement upon at least 30
days
prior written notice to Employee, and such termination shall be effective
on the
termination date described in such notice (or such earlier time as the Company
and Employee may agree).
Notwithstanding the foregoing, the termination of this Agreement shall not
terminate the Company’s obligation to make any payments to Employee for services
performed and expenses incurred prior to the date of such termination, or
as set
forth below; and shall not terminate Employee’s obligations under Section 14, 15
and 16 below.
3. Base
Salary.
The
Company shall pay Employee $210,000
annually,
payable
at least monthly, with annual reviews. Performance and salary reviews are
at the
discretion of the President/CEO or Board of Directors and may occur more
often
than annually in line with job responsibility changes. Employee accepts direct
deposit of compensation to his/her bank account. Employee agrees to accept
electronic payroll transfer and deposits to a bank account of their
choice.
4. Performance
Reviews.
Performance reviews will be conducted at least annually
by the
President/CEO.
5. Annual
Bonus Potential.
An
annual fiscal year bonus will be considered and recommended, if appropriate,
by
the President/CEO and must be BOD approved. The actual amount shall be at
the
discretion
of the
President/BOD based on Employee’s and the Company’s performance and achievement.
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6. Equity
Stock Incentive.
The
Company shall consider the grant of stock options to Employee under the
Company’s then current stock option plan. These options would allow employee the
right to purchase shares of the Company’s common stock at an exercise price per
share yet to be determined. The options will have an expiration date and
vesting
schedule which will be set by the Board of Directors.
7. Moving
Expenses.
N/A
8. Temporary
Living Expense.
N/A
9. Travel
Expenses.
The
Company shall reimburse Employee for usual and customary business travel
expenses reasonably incurred in the performance of Employee’s Duties, based on
receipted expense reports, including reimbursement for all general business
use
of personal auto, based on a per mile rate as set for the by the Company
from
time to time (currently $0.40 per mile). Employee will use best efforts to
minimize all travel and travel expenses and use alternative less expensive
forms
of travel when possible. Pre-approval of travel expenses exceeding $1000
for an
individual trip is required. Employee agrees to adhere to Company policies
regarding documentation and limitation of travel expenses as may be established
or amended from time to time.
10.
Other
Business Expenses.
a. Office:
Company
will reimburse for office expenses up to $2,000 per month upon receipt and
approval of an expense report. Expense report should include receipts for
each
individual office expense exceeding $300 but all expenses up to $2000 should
be
reported.
b. Other:
TBD
11. Benefits.
Employee will be entitled to the following benefits in line with the company’s
ongoing benefits program administered through an HR employment agency
[Administaff Inc.] or other company selected benefits administrator. Benefit
details are provided in an information packet available from the
Company.
a. Life
Insurance Benefits: $50,000
in term life insurance. Additional insurance is available through the
HR
agency.
b. Long-Term
Disability Insurance:
As
provided
c. Medical
& Dental Insurance
As
provided
d. Vacation: Four
(4) weeks paid vacation.
e. Holidays:
Nine
(9) paid holidays.
f. Retirement
Plan:
Company
provides an Administaff [employment agency] administered Company 401(k)
Retirement Plan that allows Employee to contribute up to 15% of salary
on a
pre-tax basis up to a maximum as prescribed under federal law. Employer
matching
and/or profit contribution will be at the discretion of the Company and
approved
annually by the Board. Company matching is currently
$0.25 for each $1.00 of employee 401(k) contribution
up to a
maximum. [See Plan for details]
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12. Termination
Provision---Non Voluntary
a. With
Cause.
If
Employee is terminated with cause, Employee’s employment, compensation and
benefits will terminate immediately (unless otherwise provided by law), and
Employee shall not receive any severance payments.
b. Without
Cause.
If
Employee is terminated without cause, Employee must be given 30 days notice,
and
his salary will continue to be paid for 1 week for each full year of
service.
13. Termination
Provision---Voluntary.
Employee
may voluntarily terminate his employment on 60 day written notice to the
Company, and Employee’s employment, compensation and benefits will terminate on
the effective date of termination (unless otherwise provided by law), and
Employee shall not receive any severance payments.
14. Record
Keeping and Payment.
Employee shall keep and file with the Company an expense report for all business
expenses for which Employee seeks reimbursement, and Employee shall be
reimbursed for such documented business expenses within thirty (30) days
of
submitting a request for reimbursement.
15. Restrictive
Covenants.
Employee
acknowledges that the restrictions contained herein are reasonable and necessary
to protect the legitimate business interests of the Company, and will not
impair
or infringe upon his right to work or earn a living after his employment
with
the Company ends. The restrictions imposed herein shall apply during Employee’s
employment with the Company and, except for the longer period specified below
for the protection of Trade
Secrets,
thereafter for a period of two (2) years after the termination of employment
for
any reason (the “Restricted Period”).
a. Trade
Secrets and Confidential Information.
Employee
represents and warrants that: (i) he is not subject to any agreement that
would
prevent him from performing Employ ee’s Duties for the Company or otherwise
complying with this Agreement, and (ii) he is not subject to or in breach
of any
non-disclosure agreement, including any agreement concerning trade secrets
or
confidential information owned by any other party.
Employee
agrees that he will not: (i) use, disclose, or reverse engineer the Trade
Secrets
or the
Confidential
Information
(as
defined below), except as authorized by the Company; (ii) or during his
employment with the Company, use, disclose, or reverse engineer (a) any
confidential information or trade secrets of any former employer or third
party,
or (b) any works of authorship developed in whole or in part by him during
any
former employment or for any other party, unless authorized in writing by
the
former employer or third party; or (iii) upon his resignation or termination
(a)
retain Trade
Secrets or Confidential Information,
including any copies existing in any form (including electronic form), which
are
in his possession or control, or (b) destroy, delete, or alter the Trade
Secrets or Confidential Information
without
the Company’s consent. Notwithstanding the above, such information may be
disclosed to authorized representatives of the US government in federal grant
applications and to third parties in connection with licensing, financing
and
other commercial agreements, in each case to the extent the failure to provide
such information would materially prejudice the Company’s ability to secure the
grant or enter into the desired commercial relationship, and provided that
in
each case Employee uses his best efforts to cause the person(s) receiving
such
information to protect its confidentiality and limit its use, including securing
a written confidentiality agreement where possible.
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The
obligations under this subsection 15.a shall: (i) with regard to the
Trade
Secrets,
remain
in effect as long as the information constitutes a trade secret under applicable
law, and (ii) with regard to the Confidential
Information,
remain
in effect during the Restricted Period.
b. “Confidential
Information”
means
information of the Company, to the extent not considered a Trade
Secret
under
applicable law, that (i) relates to the business of the Company, (ii) possesses
an element of value to the Company, (iii) is not generally known to the
Company’s competitors, and (iv) would damage the Company if disclosed.
Confidential
Information
includes, but is not limited to, (i) future business plans, (ii) the
composition, description, schematic or design of products, future products
or
equipment of the Company, (iii) communication systems, audio systems, system
designs and related documentation, (iv) advertising or marketing plans, (v)
information regarding independent contractors, employees, clients and customers
of the Company, and (vi) information concerning the Company’s financial
structure and methods and procedures of operation. Confidential Information
shall not include any information that (i) is or becomes generally available
to
the public other than as a result of an unauthorized disclosure, (ii) has
been
independently developed and disclosed by others without violating this Agreement
or the legal rights of any party, or (iii) otherwise enters the public domain
through lawful means.
c. “Trade
Secrets”
means
information of the Company, and its licensors, suppliers, clients and customers,
without regard to form, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device,
a
method, a technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential customers or suppliers which
is
not commonly known by or available to the public and which information (i)
derives economic value, actual or potential, from not being generally known
to,
and not being readily ascertainable by proper means by, other persons who
can
obtain economic value from its disclosure or use, and (ii) is the subject
of
efforts that are reasonable under the circumstances to maintain its
secrecy.
d. Non-Solicitation
of Customers and Business Partners.
During
the Restricted Period, Employee will not solicit any customer of the Company,
or
any for-profit or not-for-profit enterprise in a commercial or research
relationship with the Company, on his own behalf or on behalf of any other
person or entity, for the purpose of providing any goods or services competitive
with the business of the Company as described in the Company’s Business Plan or
thereafter (the “Business”), or for the purpose of diverting the benefits of any
such relationship away from the Company. The restrictions set forth in this
Section apply only to the customers and enterprises with whom Employee had
interaction (i) in an effort to establish, maintain, and/or further a business
relationship on behalf of the Company, and (ii) which occurs during the last
year of Employee’s employment with the Company (or during his employment if
employed less than a year).
e. Non-Recruitment
of Employees.
During
the Restricted Period, Employee will not, directly or indirectly, solicit,
recruit or induce any employee of the Company or any affiliate of the Company
either to terminate his or her employment relationship with the Company,
or work
for any other person or entity engaged in a business like the Business.
16. Work
Product.
Employee’s Duties may include creation of inventions in areas directly or
indirectly related to the business of the Company or to a line of business
that
the Company may reasonably be interested in pursuing. All Work Product (as
defined below) shall constitute work made for hire. If (i) any of the Work
Product may not be considered work made for hire, or (ii) ownership of all
right, title, and interest to the legal rights in and to the Work Product
will
not vest exclusively in the Company, then, without further consideration,
Employee assigns all presently-existing Work Product to the Company, and
agrees
to assign, and automatically assigns, all future Work Product to the Company.
4
The
Company will have the right to obtain and hold in its own name copyrights,
patents, design registrations, proprietary database rights, trademarks, rights
of publicity, and any other protection available in the Work Product. At
the
Company's request, Employee will perform, during or after his employment
with
the Company, any acts to transfer, perfect and defend the Company's ownership
of
the Work Product, including, but not limited to: (i) executing all documents
(including a formal assignment to the Company) necessary for filing an
application or registration for protection of the Work Product (an
"Application"), (ii) explaining the nature of the Work Product to persons
designated by the Company, (iii) reviewing Applications and other related
papers, or (iv) providing any other assistance reasonably required for the
orderly prosecution of Applications. Employee will provide the Company with
a
written description of any Work Product in which he is involved (solely or
jointly with others) and the circumstances surrounding the creation of such
Work
Product.
"Work
Product"
means
(a) any data, databases, materials, documentation, computer programs, inventions
(whether or not patentable), designs, and/or works of authorship, including
but
not limited to, discoveries, ideas, concepts, properties, formulas,
compositions, methods, programs, procedures, systems, techniques, products,
improvements, innovations, writings, pictures, and artistic works, and (b)
any
subject matter protected under patent, copyright, proprietary database,
trademark, trade secret, rights of publicity, confidential information, or
other
property rights, including all worldwide rights therein, that is or was
conceived, created or developed in whole or in part by Employee while employed
by the Company and that either (i) is created within the scope of his
employment, (ii) is based on, results from, or is suggested by any work
performed within the scope of his employment, (iii) is directly or indirectly
related to the business of the Company or a line of business that the Company
may reasonably be interested in pursuing, (iv) has been or will be paid for
by
the Company, or (iv) was created or improved in whole or in part by using
the
Company's time, resources, data, facilities, or equipment.
17. Arbitration.
a. Any
controversy, claim or dispute arising from, out of or relating to this
Agreement, or any breach thereof, including but not limited to any dispute
concerning the scope of this arbitration clause, claims based in tort or
contract, claims for discrimination under federal, state or local law, and/
or
claims for violation of any federal, state or local law (any such controversy,
claim or dispute being referred to herein as a “Claim”) shall be resolved in
accordance with the National Rules for the Resolution of Employment Disputes
of
the American Arbitration Association then in effect. Such arbitration shall
take
place in Atlanta, Georgia. The arbitrator’s award shall be final and binding
upon both parties.
b. A
demand
for arbitration shall be made within a reasonable time after the Claim has
arisen. In no event shall the demand for arbitration be made after the date
when
an institution of legal and/or equitable proceedings based on such Claim
would
be barred by the applicable statute of limitations. Each party to the
arbitration will be entitled to be represented by counsel and shall have
the
right to subpoena witnesses and documents for the arbitration hearing. The
arbitrator shall be experienced in employment arbitration and licensed to
practice law in the state of Georgia. The arbitrator shall have the authority
to
hear and grant a motion to dismiss and/ or motion for summary judgment, applying
the standards governing such motions under the Federal Rules of Civil Procedure.
5
c. Except
as
otherwise awarded by the arbitrator, each party shall pay the fees of its
respective attorneys, the expenses of its witnesses and any other expenses
connected with presenting its Claim or defense. To the extent permitted by
law,
the prevailing party shall be entitled to receive, in addition to all other
relief, payment of all expenses of litigation and arbitration, including
attorney’s fees.
d. The
parties indicate their acceptance of the foregoing arbitration requirement
by
initialing below:
|
/s/
Xxxxxx Xxxxxxxxxx
|
/s/
Xxxxxx Xxxxxxxxxx
|
|
For
the Company
|
Employee
|
18. Miscellaneous.
This
Agreement constitutes the entire agreement between the Parties concerning
the
subject matter of this Agreement. This Agreement supersedes any prior
communications, agreements or understandings, whether oral or written, between
the Parties relating to the subject matter of this Agreement. This Agreement
may
not be amended or modified except in writing signed by both Parties. This
Agreement shall be assignable to, and shall inure to the benefit of, the
Company's successors and assigns, including, without limitation, successors
through merger, consolidation, or sale of a majority of the Company's assets.
Employee shall not have the right to assign Employee’s rights or obligations
under this Agreement, except as permitted under the laws of descent and
distribution. The
laws
of the State of Georgia shall govern this Agreement
The
Parties hereto have executed this Agreement as of the day and year first
written
below.
|
GEOVAX,
INC.
|
|
|
By:
/s/
Xxxxxx Xxxxxxxxxx
|
Date:
1
February 2007
|
|
Xxxxxx
Xxxxxxxxxx
|
|
|
President/CEO
|
|
|
EMPLOYEE:
|
|
|
By:
/s/
Xxxxxx Xxxxxxxxxx
|
Date:
1
February 2007
|
|
Xxxxxx
Xxxxxxxxxx
|
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