EMPLOYMENT AGREEMENT AND PLAN (“Agreement and Plan”) made and entered into as of
January 15, 2008 by and between Solomon Technologies, Inc. (the “Company”), a
Delaware corporation located at 1224 Mill Street, Bldg. B, East Berlin, CT
06023, and Gary M. Laskowski (the “Employee”).
the Company desires to employ Employee on an at will basis upon and subject
the terms herein provided; and
Employee is willing to agree to be employed by the Company on an at will basis
upon and subject to the terms herein provided;
THEREFORE, in consideration of the premises, the parties hereto covenant and
agree as follows:
Company agrees to employ Employee effective January 2, 2008 as non-executive
Chairman of the Board. The Company will pay Employee for his services during
term of the Employee’s employment hereunder as provided in Exhibit
Capitalized terms not defined herein shall have the meanings ascribed to them
Employee shall advise the Company principally with respect to (a) strategic
planning for the Company including, but not limited to, acquisitions, and (b)
funding of the Company’s current operations, acquisition opportunities and
strategic plan. In addition, Employee shall advise the Company with respect
the its business and operations and shall perform such specific other tasks,
may from time to time be assigned to the Employee by the Board of Directors.
Employee shall devote such business time, labor, skill, attention and best
ability to the performance of his duties hereunder in a manner which will
faithfully and diligently further the business and interests of the Company.
Employee shall be entitled to reimbursement for expenses incurred by him in
connection with the performance of his duties hereunder upon receipt of vouchers
therefore in accordance with such procedures as the Company has heretofore
may hereafter establish.
Company acknowledges that it owes Employee accrued compensation in the aggregate
amount of $57,500 (“Accrued Compensation”) and agrees to pay such amount to
employee as provided in Exhibit
herein contained shall preclude Employee, to the extent he is otherwise
eligible, from participation in all group insurance programs or other fringe
benefit plans which the Company may hereafter in its sole and absolute
discretion make available generally to its employees, but the Company shall
required to establish or maintain any such program or plan.
employment shall be “at will” and may be terminated by the Company at any time
upon payment of three months Salary.
notices and other communications under this Agreement and Plan shall be in
writing and may be given by any of the following methods: (a) personal delivery;
(b) facsimile transmission; (c) registered or certified mail, postage prepaid,
return receipt requested; or (d) reputable overnight delivery service. Notices
shall be sent to the appropriate party at its address or facsimile number given
below (or at such other address or facsimile number as specified by notice
under this Section
Chief Executive Officer
Street, Bldg. B
Berlin, CT 06023
address as set forth on the signature page.
notices and communications shall be deemed received upon (a) actual receipt
the addressee, (b) actual delivery to the appropriate address or (c) in the
of a facsimile transmission, upon transmission by the sender and issuance by
transmitting machine of a confirmation slip confirming that the number of pages
constituting the notice have been transmitted without error. In the case of
notices sent by facsimile transmission, the sender shall contemporaneously
a copy of the notice to the addressee at the address provided above; however,
that mailing shall not alter the time at which the facsimile notice is deemed
event that the Company shall be merged with, or consolidated into, any other
entity, or in the event that it shall sell and transfer substantially all of
assets to another entity, the terms of this Agreement and Plan shall inure
the benefit of, and be assumed by, the entity resulting from such merger or
consolidation, or to which the Company’s assets shall be sold and transferred.
This Agreement and Plan shall not be assignable by Employee, but it shall be
binding upon, and to the extent provided in Section
inure to the benefit of, his heirs, executors, administrators and legal
Agreement and Plan (which for all purposes shall include Exhibit
contains the entire agreement between the Company and Employee with respect
the subject matter thereof and supersedes any other previous oral or written
agreement relating to the subject matter hereof, and there has been no oral
other agreement of any kind whatsoever as a condition precedent or inducement
the signing of this Agreement and Plan or otherwise concerning this Agreement
and Plan or the subject matter hereof.
party shall pay its own expenses incident to the performance or enforcement
this Agreement and Plan, including all fees and expenses of its counsel for
activities of such counsel undertaken pursuant to this Agreement and Plan,
except as otherwise herein specifically provided.
and Further Agreements.
waiver of any terms or conditions of this Agreement and Plan shall not operate
as a waiver of any other breach of such terms or conditions or any other term
condition, nor shall any failure to enforce any provision hereof operate as
waiver of such provision or of any other provision hereof; provided,
such written waiver, unless it, by its own terms, explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes
require full compliance with such provision. Each of the parties hereto agrees
to execute all such further instruments and documents and to take all such
further action as the other party may reasonably require in order to effectuate
the terms and purposes of this Agreement and Plan.
Agreement and Plan may not be amended, nor shall any waiver, change,
modification, consent or discharge be effected except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
waiver, change, modification, consent or discharge is sought.
provision of this Agreement and Plan shall be held or deemed to be, or shall
fact be, invalid, inoperative or unenforceable as applied to any particular
in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases,
because of the conflicting of any provision with any constitution or statute
rule of public policy or for any other reason, such circumstance shall not
the effect of rendering the provision or provisions in question, invalid,
inoperative or unenforceable in any other jurisdiction or in any other case
circumstance or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute or
of public policy, but this Agreement and Plan shall be reformed and construed
any such jurisdiction or case as if such invalid, inoperative or unenforceable
provision had never been contained herein and such provision reformed so that
would be valid, operative and enforceable to the maximum extent permitted in
such jurisdiction or in such case.
Agreement and Plan may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
the same instrument, and in pleading or proving any provision of this Agreement
and Plan, it shall not be necessary to produce more than one of such
headings contained in this Agreement and Plan are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement
Whenever used herein, the singular number shall include the plural, the plural
shall include the singular, and the use of any gender shall include all
Agreement and Plan shall be governed by and construed and enforced in accordance
with the law (other than the law governing conflict of law questions) of the
State of Connecticut.
WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement and Plan as of the date first above written.
Jonathan D. Betts
Venture Partners Ltd.
Berlin, CT 06023
constitutes an integral part of the 2008 Employment Agreement and Plan
(“Agreement and Plan”) between Solomon Technologies, Inc. (the “Company”) and
Gary M. Laskowski (“Employee) dated January 11, 2007.
as of January 2, 2008, the Company will pay compensation to Employee during
term of the Agreement and Plan or as otherwise set forth herein:
payroll period of the Company that the Employee remains employed by the Company,
the Company will pay Employee for his services a Salary at an annual rate of
$150,000, payable in arrears in equal installments in accordance with standard
Company practice, subject only to such payroll and withholding deductions as
required by law.
Company shall pay Employee the Accrued Compensation at the rate of $4,230 per
biweekly payroll period until such amount has been reduced to zero.
in Shares of Common Stock.
Whenever in the opinion of the Chief Financial Officer of the Company that
is insufficient cash available to pay the Salary or Accrued Compensation, or
both, in whole or in part, the Salary and Accrued Compensation or any portion
thereof shall be paid in Shares registered on Form S-8 or equivalent at a value
equal to their closing price on each Valuation Date, provided
if as of
a Salary payment date, the Company is prohibited from filing a Form S-8 or
equivalent due to a third party loan covenant or agreement the Company has
such third party lender in effect as of such Salary payment date, then the
Shares otherwise due the Employee on such Salary payment date shall not be
to him on such date and instead shall be paid to him in the aggregate in a
sum payment of Shares on the date the Company is able to file a Form S-8 or
equivalent that will allow for said payments to him, provided
any such event, the number of Shares to be issued and paid to the Employee
be determined by reference to the Valuation Date that would have applied had
prohibition so existed. The Valuation Date shall be the last day in which Shares
traded preceding the current Salary payment date.
Company agrees with Employee that a bonus for 2008 will be negotiated and agreed
to for Employee no later than March1, 2008.