Exhibit 10-14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made effective the 20th day of May, 1996, by
and between TANISYS TECHNOLOGY, INC., a Wyoming corporation, with principal
offices located at 0000 Xxxxx Xxxx 620 South, Suite B195, Austin, Texas 78734-
6342 (hereinafter referred to as the "Employer"), and XXXX X. XXXXXXXXX, a
resident of Austin, Texas (hereinafter referred to as the "Employee").
W I T N E S S E T H:
WHEREAS, the Employee has been employed by 1st Tech Corporation, a Texas
corporation which has been merged with and into the Employer, and the Employee
and Employer desire to enter into an agreement relating to future employment of
the Employee, outlining the duties and obligations of each:
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein set forth, it is agreed as follows:
1. EMPLOYMENT. The Employer agrees to employ the Employee, and the
Employee agrees to be employed by the Employer, subject to the terms and
conditions set forth herein.
2. TERM. Subject to the provisions hereof, the term of the Employee's
employment by the Employer under this Agreement shall be for a period of two (2)
years commencing on the date hereof. Subject to the mutual consent of the
Employer and the Employee, the term of this Agreement shall be automatically
extended on each anniversary of this Agreement for an additional one (1)-year
term unless, at least thirty (30) days prior to the end of the then effective
term, either party shall give the other party written notice of its/his election
to terminate this Agreement as of the end of the then effective term. The term
of the Employee's employment hereunder, including any renewal of the original
term, is hereinafter referred to as the "Employment Period."
3. POSITION AND DUTIES. During the Employment Period, the Employee shall
serve as President, Chief Operating Officer and a member of the Board of
Directors of the Employer, with
such assignments, powers and duties as are assigned or delegated to him by the
Chief Executive Officer of the Employer (which is presently Xxxx X. Xxxxxxxx).
Employee, or his Designee, will continue to serve as a member of the Board of
Directors notwithstanding that he may cease being an Employee of Employer as
long as he or his immediate family are the owners of no less than one million
(1,000,000) shares of the Common Stock of Employer of that amount of Common
Stock of Employer distributed to Employee at the closing of that Agreement and
Plan of Merger by and between Employer, Employee and 1st Tech Corporation. Such
assignments, powers and duties may, from time to time, be reasonably modified by
the Employer, as the Employer's needs may require. The Employee shall also, at
the request of the Employer, perform similar services for any Affiliate (as
hereinafter defined) of the Employer without additional compensation. The
Employee agrees to devote substantially all of his business time, skill,
attention and best efforts to the business of the Employer and its Affiliates in
the advancement of the best interests of the Employer and its Affiliates. As
used in this Agreement, the term "Affiliate" of the Employer means any person or
corporation that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under the control of the Employer. Employee
will primarily perform his duties in Austin, Texas, and will not be relocated by
Employer.
4. COMPENSATION.
A. For all services rendered by the Employee to the Employer during
the Employment Period, the Employer shall pay the Employee a salary at the rate
of One Hundred Twenty-five Thousand Dollars ($125,000) annually. The
compensation is to be payable, subject to such withholdings as are required by
law, in installments in accordance with the Employer's customary payroll
practices.
B. The Employee, in addition to the annual salary, will receive a
minimum bonus of Two Hundred Thousand Dollars ($200,000) payable pro rata on a
monthly basis during the first year of employment under this Agreement.
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C. The Employee will receive, in addition to the annual salary, a
minimum bonus of One Hundred Fifty Thousand Dollars ($150,000) payable pro rata
on a monthly basis during the second year of employment under this Agreement.
D. For subsequent years, Employer and Employee agree, in good faith,
to renegotiate salary, annual bonus and benefit options which shall be at a
minimum equal to those received by employees holding a similar position with
similar duties in comparable companies located in Texas.
E. In addition to the above bonus payments, Employee will be
entitled to receive other benefits awarded to officers and directors of Employer
such as, but not limited to, incentive or stock option programs, money purchase
pension plans, profit-sharing plans or other similar benefits.
5. OFFICE FACILITIES. During the Employment Period, the Employer will
furnish the Employee, without charge, suitable office facilities for the purpose
of performing his duties hereunder, which facilities shall include secretarial,
telephone, clerical and support personnel and services and shall be similar to
those furnished to employees of the Employer having comparable positions.
6. FRINGE BENEFITS; VACATIONS. During the Employment Period, the
Employee and Employee's family members shall be entitled to participate in or
receive benefits under such pension, medical and life insurance and other
employee benefit plans of the Employer which may be in effect from time to time,
to the extent he is eligible under the terms of those plans, on the same basis
as other employees of the Employer having comparable positions. The Employee
shall be entitled to three (3) weeks of vacation with pay annually and to all
holidays provided under Employer's regular holiday schedule. In addition, the
Employer will purchase and maintain in force during the term of this Agreement a
Two Million Dollar ($2,000,000) key-man term life insurance policy covering the
Employee, with the Employer as beneficiary. The Employer agrees to maintain in
force director and officer liability insurance during the term of this Agreement
in the amount of $1,000,000.
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7. EXPENSES. Subject to such policies regarding expenses and expense
reimbursement as may be adopted from time to time by the Employer and compliance
therewith by the Employee, the Employee is authorized to incur reasonable
expenses, including entertainment, travel, etc., in the performance of his
duties hereunder, and the Employer will reimburse Employee monthly for such
reasonable out-of-pocket expenses upon the presentation by the Employee of an
itemized account and receipts satisfactory to the Employer.
8. TERMINATION.
A. If the Employee dies or becomes disabled during the Employment
Period, the Employee's salary and other rights under this Agreement or as an
employee of the Employer (except for salary and other rights accrued prior
thereto; and except in the event of death or disability, Employer shall pay to
the estate or legal representative of Employee the salary and bonus salary, at
the annual rate then in effect, until the last to occur of the then scheduled
expiration of the term of this Agreement or the expiration of a period of one
hundred twenty (120) days following termination by death or disability) shall
terminate at the end of the month during which death or disability occurs. For
purposes of this Agreement, the Employee shall be deemed to be "disabled" if, at
any time during the Employment Period, the Employee shall have been unable to
perform the duties of his employment hereunder due to physical or mental
incapacity for a period of ninety (90) days or any ninety (90) days in a period
of two hundred seventy (270) days.
B. If the Employee fails to perform his duties hereunder or to
comply with any of the provisions hereof because he is guilty of willful and
gross neglect; gross negligence; committed an act evidencing dishonesty or fraud
or involving moral turpitude; committed an act or course of conduct which
constitutes a felony conviction under state or federal law; or is grossly
inattentive to the duties required in this Agreement, the Employment Period and
the Employee's salary and other rights under this Agreement as an employee of
the Employer, subject to 8D below, shall terminate for cause upon written notice
from the Employer to the Employee, but such termination shall not affect the
liability of the Employee by reason of these
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defined actions. Notwithstanding the above, Employer must give Employee written
notice of being grossly inattentive to the duties required under this Agreement
in sufficient detail to allow Employee the opportunity to cure the item of
default within five (5) working days or to initiate satisfactory curative action
within five (5) working days of receipt of the written notice if the curative
action will take more than five (5) days to implement.
C. If, during the initial two (20)-year employment period, the
employment relationship is terminated by Employer other than for "cause" as
defined above, Employee shall be entitled to his salary, bonus salary and other
benefits calculated for a twenty-four (24)-month period beginning with the first
day of the calendar month immediately following the month in which the
employment relationship was terminated, but to be no less than Three Hundred
Thousand Dollars ($300,000), and such amount shall be payable to Employee within
forty-five (45) days after termination date in cash or wired funds.
D. If it is determined that the Employer has terminated the Employee
without cause as determined in accordance with Section 8C above, the Employee
will not be subject to the provisions of Section 10, COVENANT NOT TO COMPETE,
herein.
9. COVENANTS NOT TO DISCLOSE. The Employee covenants and agrees that he
will not, other than in the ordinary course of business, at any time during or
for one (1) year after the termination of his employment by the Employer,
communicate or disclose to any person, or use for his own account, or advise,
discuss with, or in any way assist any other person or firm in obtaining or
learning about, without the prior written consent of the Employer, information
concerning any inventions, processes, programs, systems, flow charts or
equipment used in, or any secret or confidential information (including, without
limitation, any customer lists or trade secrets) concerning, the business and
affairs of the Employer or any of its Affiliates acquired by the Employee during
the term of his employment by the Employer. The Employee further covenants and
agrees that he shall retain all such knowledge and information concerning the
foregoing in trust for the sole benefit of the Employer and its Affiliates and
their respective successors and assigns.
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10. COVENANT NOT TO COMPETE. The Employee covenants and agrees that,
during the Employment Period and for a period of one (1) year after the
voluntary resignation of the Employee or termination for cause as outlined in 8B
herein, he will not directly render services or advice to, or be engaged in a
business during such one-year period which is in competition with the business
of the Employer in the geographic area of Employer's business, except in the
course of his employment hereunder or except upon the written consent of the
Employer.
11. ESSENTIAL NATURE OF COVENANTS. The covenants of the Employee
contained in Sections 9 and 10 shall be construed as independent of any other
provision of this Agreement; and the existence of any claim or cause of action
of the Employee against the Employer or any of its subsidiaries, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Employer of said covenants. The Employee understands that
the covenants contained in Sections 9 and 10 are essential elements of the
transactions contemplated by this Agreement and, but for the agreement of the
Employee to Sections 9 and 10, the Employer would not have agreed to enter into
such transactions.
12. REMEDIES. In the event of a breach or threatened breach by the
Employee of Section 9 or 10, the Employer shall be entitled to a temporary
restraining order and an injunction restraining the Employee from the commission
of such breach. Nothing herein contained shall be construed as prohibiting the
Employer from pursuing any other remedies available to it for such breach or
threatened breach, including the recovery of money damages.
13. WAIVER OF BREACH. The waiver by one party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the other party.
14. BINDING EFFECT. This Agreement shall inure to the benefit of and
shall be binding upon the parties hereto and their respective successors,
assigns, heirs and legal representatives. Insofar as the Employee is concerned,
this Agreement, being personal, cannot be assigned.
15. SEVERABILITY. The invalidity of all or any part of any section of
this Agreement shall not render invalid the remainder of this Agreement or the
remainder of such section. If any
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provision of this Agreement is so broad as to be unenforceable, such provision
shall be interpreted to be only so broad as is enforceable.
16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall, when executed, be deemed to be an original,
but all of which together shall constitute one and the same instrument.
17. GOVERNING LAW. This Agreement shall be construed (both as to validity
and performance) and enforced in accordance with and governed by the laws of the
State of Texas.
18. NOTICE. All Notices which are required or may be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered in person or three (3) days after being mailed by registered or
certified first-class mail, postage prepaid, return receipt requested, if to the
Employee at 0000 Xxxx Xxxx, Xxxxxx, Xxxxx 00000, or if to the Employer, at the
address listed above, or to such other address as such party shall have
specified by notice to the other party hereto as provided in this section.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and date first above written.
TANISYS TECHNOLOGY, INC.
By: /s/ XXXXX X. XXXXXXXX
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Vice President and CFO
/s/ XXXX X. XXXXXXXXX
-----------------------------------------
XXXX X. XXXXXXXXX
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