EMPLOYMENT AGREEMENT
This Agreement made and entered into this first day of March 1997 by and
between ASHA Corporation, a Corporation duly organized and existing under and
pursuant to the laws of the State of Delaware (hereinafter referred to as
"ASHA") and Xxxx X. XxXxxxxxx, an individual residing in the city of Saint
Ynez, State of California (hereinafter referred to as XxXxxxxxx).
Witnesseth:
Whereas, ASHA is engaged in the development, marketing and sale of
intellectual properties and has employed XxXxxxxxx since February 1, 1995, in
the position of President and Chief Operating Officer.
Whereas, both ASHA and XxXxxxxxx wish to formalize this relationship in
contractual form it hereby is agreed that ASHA will employ XxXxxxxxx and
XxXxxxxxx will accept employment by AHSA, as its President and Chief Operating
Officer, pursuant to the terms hereof;
Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. ASHA agrees to employ XxXxxxxxx and XxXxxxxxx agrees to work for
ASHA for a term of two years (2) with a two year (2) automatic renewal as more
fully defined herein under the Term clause of this agreement.
2. SCOPE OF EMPLOYMENT. XxXxxxxxx will manage and direct ASHA and will
have full authority for the proper execution of his responsibilities as
provided by the laws of the State of Delaware, subject to the appropriate
review and direction of the Chief Executive Officer and the Board of Directors
of ASHA. XxXxxxxxx will also continue to serve as Secretary/Treasurer of ASHA
and will attend and record all Board of Directors' meetings and be expected to
attend to any other matters generally falling within the scope of the
President and Chief Operating Officer.
3. TERM. The initial term of XxXxxxxxx'x employment shall be from the
first day of March 1997 to the twenty eighth day of February 1999. Thereafter
XxXxxxxxx'x employment shall be automatically renewed for an additional two
(2) year term unless either party gives to the other no less than six (6)
months or more than nine (9) months notice that the employment or this
agreement in its then current form will not be renewed at the end of the term.
4. COMPENSATION. (a) ASHA shall pay to XxXxxxxxx as compensation for
the services to be rendered by XxXxxxxxx hereunder an annual base salary of
Ninety Thousand dollars ($90,000.00), payable in 24 equal consecutive
installments of Three Thousand Seven Hundred and Fifty Dollars ($3,750) each
on the sixteenth (16) and last day of the month. Such installments to be
subject to all legally required Federal and State withholding amounts.
As part of XxXxxxxxx'x base salary XxXxxxxxx shall receive 25,000
options to purchase common stock in ASHA annually. These options shall be in
addition to any other options or shares of ASHA's common stock that XxXxxxxxx
may otherwise be entitled. Thereafter XxXxxxxxx'x base salary shall be
adjusted annually as of the anniversary date hereof to fully reflect any
percentage increase in the cost-of-living index published by the United States
Government for the Greater Los Angeles-Long Beach area. ASHA's Chief
Executive Officer and the ASHA Board of Directors shall review XxXxxxxxx'x
base salary at least annually and may adjust it, depending on ASHA's size and
profitability and the
general level of compensation in similar companies; provided that XxXxxxxxx'x
base salary shall not be reduced during the initial two years of this
agreement.
(b) In addition to the compensation hereinabove set forth, XxXxxxxxx
shall be entitled to participate in such other fringe benefit programs from
ASHA as may be made available to other executives of ASHA, including, but not
limited to, bonuses, stock options, profit sharing, merit increases, medical
and health insurance programs and vacation and other such programs as may be
determined by ASHA's Chief Executive Officer and/or its Board of Directors,
and shall have, in addition, a reasonable expense account.
(c) XxXxxxxxx shall participate in an ISOP program established for
senior management of ASHA. The initial number of Options that XxXxxxxxx shall
receive under this plan is 100,000 at a price of $4.00 per share.
5. ARBITRATION. Any controversy or claim arising out of or relating to
this agreement, or a breach thereof, shall be settled by arbitration in Santa
Barbara, California before a panel of Arbitrators selected as follows: within
ten (10) days of demand by either party for arbitration, each party will
select one arbitrator and those two will select a third arbitrator, and those
three shall constitute the panel. The arbitrator's decision will be by a
majority vote. The arbitration shall not be appealable de novo by either
party.
6. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement
between the parties and no modification of any of the provisions hereof shall
be binding upon either XxXxxxxxx or ASHA unless in writing signed by the party
against whom such modification is sought to be enforced.
7. INTERPRETATION. This agreement has been submitted to the scrutiny
of all parties hereto and of counsel. This agreement shall be controlled by
the laws of the State of California.
ASHA CORPORATION "XxXxxxxxx"
By: /s/ Alain X-X Xxxxxx /s/ Xxxx X. XxXxxxxxx
Alain X-X Xxxxxx Xxxx X. XxXxxxxxx
Chief Executive Officer