EXHIBIT 10.9 EMPLOYMENT AGREEMENT OF XXXXXXXX XXXXXXXX
WHEREAS, Employer is a corporation, duly organized under the laws of the state
of Colorado; and
WHEREAS, Consultant/Employee has expertise in Employer's business which is
engaged in the business of high technology and light manufacturer; and
WHEREAS, Employer desires to employ Consultant/Employee, and
Consultant/Employee desires to accept employment with Employer upon the terms
and conditions herein set forth; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein, and intending to be legally bound hereby, the parties
mutually agree as follows:
1. Employment and Term Employer hereby employs Consultant/Employee and
Consultant/Employee hereby accepts employment from Employer to perform the
duties set forth below, for an initial term of Three (3) years, subject to the
further provisions of this Agreement, and thereafter shall be automatically
extended for subsequent two (2) year terms unless terminated as provided
herein. Consultant/Employee's employment hereunder shall be continued
thereafter from term to term until either party shall give sixty (60) days
prior written notice of termination. Notwithstanding the foregoing, this
Agreement may be sooner terminated as provided in paragraph 8 hereof.
2. Duties. Consultant/Employee shall devote his full time and efforts to the
business of Employer, and shall be an officer of Conectisys, holding the titles
of Chief Technical Officer, performing the duties of such offices for Employer.
Consultant/Employee shall further have the power Disclosure of such
consultation services will conform to section 7 herein
3. Compensation. During the initial term of this Agreement, Consultant/Employee
shall receive as compensation for his services, an annual base salary of One
Hundred and Fifty Thousand Dollars ($150,000). Base salary shall be paid at a
minimum Ninety Thousand Dollars ($90,000) in cash annually and the balance paid
at the option of the employer in cash or restricted common stock under rule
144. During the subsequent terms of employment under this agreement, Employer
shall negotiate Consultant/Employee's annual base salary in good faith;
provided, however, that Employer shall pay Consultant/Employee an annual base
salary in such subsequent terms of employment in an amount no less than the
annual base salary paid Consultant/Employee during the initial term hereunder.
Consultant/Employee shall further receive a bonus, paid at year-end, equal to
One percent (1%) of all net profits before taxes earned by Conectisys.
Consultant/Employee shall have an option to purchase up to 500,000 shares of
Conectisys Corporation restricted stock under rule 144 at a cost of Sixty (60%)
of the average market value during the prior 180 days of trading; this option
shall remain open for Three (3) years with an option to renew said option for
an additional two (2) years.
4. Fringe Benefits.
a. Fringe Benefits. Consultant/Employee shall be entitled to participate in all
qualified or unqualified Consultant/Employee benefit plans subject only to
those prerequisites required of other officers and Consultant/Employees.
Consultant/Employee shall receive such other fringe benefits as Employer may
determine from time to time in its sole discretion. Consultant/Employee shall
be entitled to Three (3) weeks paid vacation each fiscal year. If
Consultant/Employee is unable to perform Consultant/Employee's duties by reason
of illness or incapacity for a consecutive period of more than two weeks, the
compensation payable after the aforesaid period shall be two Thousand Dollars
($2,000), per month. Upon return to full employment, full compensation shall be
reinstated. If Consultant/Employee is unable to perform or is absent from
employment for a period of more than Three (3), months, Employer may terminate
this Employment Agreement, without further cause.
b. Insurance Benefits. Employer shall provide full medical insurance coverage
to the Consultant/Employee and his dependent or the company will reimburse the
Consultant/Employee for coverage up to Three Hundred Dollars ($300) per month,
at the discretion of the Consultant/Employee.
c. Hire-on Bonus. Consultant/Employee shall receive Seventy-five Thousand
(75,000) Dollars worth of Conectisys Corporation restricted stock under rule
144, at one-half market price, upon execution of this agreement.
d. Performance Bonuses. Consultant/Employee shall receive performance bonuses
for the successful completion of the milestones listed below. The dollar values
are to be converted to Conectisys Corporation restricted stock under rule 144
at one-half market price.
i. Upon successful demonstration prior to December 15, 1998 of a working alpha
unit, the Consultant/Employee shall receive Thirty-Seven Thousand Five Hundred
Dollars ($37,500) worth of shares of Conectisys Corporation.
ii. Upon successful completion of the beta server software, the
Consultant/Employee shall receive Thirty- Seven Thousand Five Hundred Dollars
($37,500).
iii. Upon successful completion of the beta base station software, the
Consultant/Employee shall receive Seventy-Five Thousand Dollars ($75,000).
iv. Upon successful completion of the beta node software, the
Consultant/Employee shall receive Seventy- Five Thousand Dollars ($75,000).
v. Upon successful deployment of a beta network, the Consultant/Employee shall
receive One Hundred Fifty Thousand Dollars ($150,000).
vi. Upon successful completion of the gamma server software, the
Consultant/Employee shall receive Thirty- Seven Thousand Five Hundred Dollars
($37,500).
vii. Upon successful completion of the gamma base station software, the
Consultant/Employee shall receive Seventy-Five Thousand Dollars ($75,000).
viii. Upon successful completion of the gamma node software, the
Consultant/Employee shall receive Seventy- Five Thousand Dollars ($75,000).
ix. Upon successful deployment of a gamma network, the Consultant/Employee
shall receive One Hundred Fifty Thousand Dollars ($150,000).
x. Upon successful deployment of a gamma network containing more than 10,000
nodes, the Consultant/Employee shall receive One Hundred Fifty Thousand Dollars
($150,000).
xi. Upon successful completion of performance criteria i through ix,
Consultant/Employee shall have an option to purchase up to 500,000 shares of
Conectisys Corporation restricted stock under Rule 144 at a cost of sixty (60%)
of the average market value during the prior 180 days of trading.
xii. Consultant/Employee's maximum number of restricted common stock issuance
shall not exceed 1.6 million shares for Performance Bonus criteria i. through
ix and Consultant/Employee's Hiring Bonus combined.
xiii. Consultant/Employee's minimum number of restricted common stock issuance
shall not be less than 1.5 million shares for Performance Bonus criteria i.
through ix and Consultant/Employee's Hiring Bonus combined.
5. Reimbursement for expenses. Employer shall reimburse Consultant/Employee for
all ordinary and reasonable expenses incurred by Consultant/Employee in
connection with the business of Employer,. Reimbursement shall be made to
Consultant/Employee by
Employer no later than within thirty (30) business days following
Consultant/Employee's submittal to Employer of a reasonable itemization and
documentation of such expenses incurred by Consultant/Employee within the prior
approval procedures established by the E employer. In the event that
reimbursement is made after the thirty (30) business day period, the employer
shall also pay the Consultant/Employee interest at 20% per annum for the period
between the expiration of the thirty business day period and the date of
reimbursement. through Conectisys.
6. Employer's Documents. Consultant/Employee shall upon termination of
employment with Employer, for any reason whatsoever, deliver to Employer any
and all records, forms, manuals, notebooks, instructional materials, contracts,
lists of names or other customer data and any other documents, computer
software or the like which have come into Consultant/Employee's possession by
reason of employment with Employer or which Consultant/Employee holds for
Employer, irrespective of whether or not any of said items were prepared by
Consultant/Employee. Consultant/Employee shall not retain memoranda or copies
of any said items; nor shall Consultant/Employee disclose such records forms,
contracts lists or names or other customer data or trade secrets to any other
person, firm or entity, either before or after termination of employment with
Employer.
7. Disclosure of Information. Consultant/Employee recognizes and acknowledges
that Employer's documents, techniques, procedures and processes as they exist
from time to time, are valuable, special and unique assets of Employers
business. Consultant/Employee, will not, during the term of employment or after
the termination thereof, carry away, utilize or disclose any of the technique,
procedures, processes or any of the information contained in said
Consultant/Employees documents or computer data or any part thereof to any
person, firm, corporation, association or other entity for any reason for
purpose whatsoever. In the event of a breach or threatened breach by
Consultant/Employee of the provisions of this paragraph, Employer shall be
entitled to injunction restraining Consultant/Employee from disclosing or
utilizing, in whole or in part, any of the above information. Nothing herein
shall be construed as prohibiting Employer from pursuing any other remedies
available for such breach or threatened breach, including the recovery of
damages.
Consultant/Employee shall disclose to employer all outside consulting services
performed by Consultant/Employee. Disclosure in the prior sentence only is
defined as: the firm or individual whom the services are being performed for
and the general scope of work being performed. The employer's Board of
Directors shall determine at such time if a conflict of interest occurs.
8. Termination of Employment. Employer may not terminate Consultant/Employee's
employment hereunder during the initial period, except for cause, as defined
herein. Thereafter, either party hereto may terminate this Agreement without
cause upon sixty (60) days written notice to the other party.
a. Termination for Cause - By Employer. Employer may terminate this Agreement
for cause, which shall be defined as:
i. In the event that Consultant/Employee refuses to carry out the reasonable
and lawful directions of Employer or Consultant/Employee shall defraud
Employer, embezzle funds of Employer, engage in willful misconduct, proven
fraud or dishonesty in the performance of Consultant/Employee's duties
hereunder;
ii. In the event that Consultant/Employee breaches any of the covenants
contained in this Agreement and such breach has not been cured to the
reasonable satisfaction of Employer; or
iii. In the event that Consultant/Employee is materially incapacitated from
performing Consultant/Employee's duties hereunder by reason of illness or other
disability, but only in the event that such incapacity or disability continues
for a continuous period of at least Ninety (90) days.
iv. Consultant/Employee's failure to follow Employer's the rules and
regulations regarding non- disclosure and disclosure of Employer's trade
secrets.
b. Termination for cause-By Consultant/Employee. Consultant/Employee may
terminate this Agreement for cause, which shall be defined as being in the
event that Employer breaches any of the covenants contained in this Agreement
and such breach has not been cured to the reasonable satisfaction of
Consultant/Employee.
c. Termination on Death of Consultant/Employee. This Agreement shall terminate
upon the death of Consultant/Employee.
x. Xxxxxxxxx Pay. In the event of the termination for cause of
Consultant/Employee as provided in this Agreement, Consultant/Employee shall
not receive any severance or termination pay, except for salary, bonuses and
benefits accrued or earned, but unpaid as of the date of Consultant/Employee's
termination. In the event of termination by employer for any other reason as
provided herein, Consultant/Employee shall receive, at the time of termination,
a lump sum severance payment, in addition to salary, bonuses and benefits
accrued or earned, but unpaid as of the date of Consultant/Employee's
termination, in an amount equal to Consultant/Employee's salary and benefits
payable under the terms hereof for a period of One Hundred Eighty (180) days.
All stock options are vested and are irrevocable at the start of this
agreement. In the event that termination for cause pursuant to Section 8(a)(i)
occurs then all stock options are automatically revoked upon discovery.
9. Notice. All demands, notices and other communications to be given hereunder
shall be in writing and shall be deemed received when personally delivered or
sent by registered or certified United States mail, return receipt requested,
postage prepaid, and addressed as follows:
Consultant/Employee:
Xxxxxxxx Xxxxxxxx
Employer:
Conectisys, Inc.
00000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxx #00
Xxxxxxxx, XX 00000
or at such other address the parties may from time to time designate by written
notice hereunder.
10. Waiver. Waiver by Employer of a breach of any provision of this Agreement
by Consultant/Employee shall not construe Consultant/Employee as a waiver of
any subsequent breach. Waiver by Consultant/Employee of a breach of any
provision of this Agreement by Employer shall not be construed as a waiver of
any subsequent breach by Employer. Waiver by Employer of a breach of any
provision of this Agreement by Consultant/Employee shall not be construed as a
waiver of any subsequent breach by Consultant/Employee.
11. Assignment. All rights and obligations under this Agreement shall be
personal to Consultant/Employee and shall not be assignable by
Consultant/Employee. The rights and obligations of Employer under this
Agreement shall inure to the benefit of and shall be binding upon Employer, its
successors and assigns.
12. Confidentiality of this Agreement. Employer and Consultant/Employee agree
to keep and maintain the terms and provisions of this agreement absolutely
confidential and shall not disclose its terms to any person or entity.
13. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the state of California. Venue for any legal action
arising from this Agreement shall lie only in Los Angeles County, California.
14. Heading's. Any headings preceding the text of the paragraphs hereof are
inserted solely for convenience of reference and shall not constitute a part of
this Agreement nor shall they affect its meaning, construction or effect.
15. Saving Clause. If any provision or clause of his Agreement, or application
thereof to any person or circumstances is held invalid or unlawful, such
invalidity or unlawfulness shall not effect any other provision or cause of
this Agreement or application thereof which can be given effect without the
invalid or unlawful provision, clause or application.
16. Entire Agreement. This Agreement contains the entire understanding between
the parties hereto. There have been no oral or other agreements of any kind
whatsoever as a condition precedent or inducement to the signing of this
Agreement or otherwise concerning this Agreement or the subject matter hereof
No changes, modifications or alterations of any of the terms and provisions,
contained in this Agreement, shall be effective unless changed, modified, or
altered in writing and signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Consultant/Employee:
By: /s/ Xxxxxxxx Xxxxxxxx
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Xxxxxxxx Xxxxxxxx
Employer:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President & CEO
