Exhibit 4.8
EMPLOYMENT AGREEMENT
AGREEMENT dated 13 January 2003.
BETWEEN METAL STORM LIMITED (ACN 064 270 006)
(`Company')
AND XXXXXX XXXXX-XXXXXX
(`Employee')
IT IS AGREED
1. COMMENCEMENT OF EMPLOYMENT
1.1 The Employee shall commence employment as specified in Item A of the
Schedule.
2. DUTIES
2.1 The Employee must perform all the functions of the position set out in
Item B of the Schedule and such other duties as may be determined by the
Company from time to time.
2.2 The Employee must carry out the Employer's duties as the Company may from
time to time reasonably direct to a standard the Company may reasonably
require.
3. REMUNERATION
3.1 The Company must pay to the Employee the Remuneration package specified in
Item C, the components of which may be varied.
3.2 The Employee is not entitled to payment of overtime.
3.3 The Employee's salary will be initially reviewed by 1 July 2003.
3.4 The Company may, as part of the review provided in clause 3.3 and subject
to performance, offer the Employee the issue of options in the Company.
4. ANNUAL LEAVE
4.1 The Employee is entitled to be paid annual leave of 4 weeks pursuant to
the Industrial Relations Xxx 0000.
4.2 Annual leave is to be taken within 12 months of it accruing.
Employment Agreement
4.3 The Employee is not entitled to leave loading.
4.4 The Company may request the Employee to take accrued annual leave on 14
days' written notice to the Employee.
5. SICK LEAVE
5.1 The Employee is entitled to paid sick leave of 8 working days for each 12
months of service.
5.2 Any accrued but not taken sick leave in one year may be taken in another
year.
5.3 The Employee may use up to 5 days of sick leave to care for and support
members of the Employee's immediate family or members of the Employee's
household when they are ill.
5.4 The Employee must when the absence due to sickness (including that
specified in 5.3) exceeds 2 days, provide a doctor's certificate or other
evidence of the need for sick leave.
6. GENERAL OBLIGATIONS
6.1 The Employee must:
(a) devote the whole of the Employee's time during usual business hours
to the Company's business unless otherwise approved in writing; and
(b) diligently and faithfully devote themself to the business of the
Company.
7. TERMINATION OF EMPLOYMENT
7.1 The employment is terminated automatically on the Employee's death or
Significant Disability.
7.2 The term `Significant Injury' means any injury or illness which would
preclude the Employee from performing the inherent requirements of the
Employee's job and,
(a) if the illness or injury arises out of a work-related activity at
least 6 months has elapsed since the Employee first became ill or
incapacitated;
(b) in any other case the Employee has been absent for a period of more
than 3 months in any period of 12 consecutive months.
7.3 The employment may be terminated immediately by the Company if the
Employee:
(a) is guilty of any criminal or indictable offence or of any dishonesty
in relation to the affairs of the Company;
(b) is guilty of any serious breach of faith, or serious neglect or
default or wilful disregard of directions or serious professional
misconduct or gross misconduct;
(c) is precluded or suspended from acting in the role of a Director
pursuant to Corporations Law.
7.4 The Company may at any time terminate employment (other than for reasons
described in clauses 7.1 and 7.3) on 60 days notice or payment in lieu.
Employment Agreement Page 2
8. COMPLIANCE WITH OBLIGATIONS ON TERMINATION
8.1 The Company will pay the Employee all entitlements accrued to the date of
termination.
8.2 The Employee agrees that any amounts owing to the Company may be deducted
from any entitlements to be paid under clause 8.1.
8.3 Termination of the employment does not relieve the Employee from payment
in full of all sums then owing to the Company or which may become owing in
respect of any period prior to termination and is without prejudice to the
rights of the Company to xxx for antecedent breach by the Employee of the
terms and conditions of this agreement.
9. DUTY TO DELIVER UP
9.1 The Employee must:
(a) whenever requested by the Company;
(b) without demand as soon as no longer needed; and
(c) immediately on termination
deliver up to the Company all papers, writings, disks, access keys
(including computer and other information technology access codes and
passwords) and any other material which are in the possession or custody
or under the control of the Employee relating in whole or in part to the
affairs of the Company or its business.
10. INTELLECTUAL PROPERTY
10.1 The Employee assigns to the Company:
(a) all inventions, discoveries and novel designs, whether or not
registrable as designs under the Designs Xxx 0000, patents under the
Patents Xxx 0000 and trademarks under the Xxxxx Xxxxx Xxx 0000; and
(b) the entire copyright in all works, including but not limited to all
literary and other works as defined in the Copyright Xxx 0000;
created by the Employee as a result of and/or in the course of employment,
either solely or jointly with others.
10.2 The assignment under clause 10.1 does not restrict the Employee's right to
utilise the general expertise and knowledge accumulated by the Employee in
the performance of services under this agreement, and the Employee is
entitled to use routine procedures developed by the Employee in the
performance of those services, but the Employee may not subject to 10.3
make any reproduction or substantial reproduction of any of the
intellectual property assigned by clause 10.1 without the written licence
of the Company.
10.3 Where the Employee makes a design as a result of and in the course of the
performance of the Employee's services, the design is owned by the
Company.
10.4 Where the Employee makes any patentable process or article as a result of
and in the course of the performance of the Employees services, the patent
is owned by the Company.
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11. FURTHER ASSURANCES AS TO INTELLECTUAL PROPERTY
11.1 The Employee must during and after the term of this agreement do all acts
and things and sign all documents which the Company may reasonably request
to secure the Company's ownership of rights in the intellectual property
referred to in clause 10.
12. RESTRAINT DURING EMPLOYMENT
12.1 Without the prior consent of the Company, the Employee must not during
employment by the Company:
(a) act as an officer or Employee of or as a consultant or adviser to
any other corporation, firm or person;
(b) take up any other position with any other corporation, firm or
person; or
(c) hold any shares or securities which create or may create a conflict
between the interests of the Company and the interests of the
Employee.
13. CONFIDENTIALITY
13.1 The Employee must not directly or indirectly make use of any intellectual
property of the Company except with the authority and for the benefit of
the Company.
13.2 The Employee must not without the written consent of the Company publish
or disclose any information concerning the business, transactions, or
affairs of the Company or of any related body corporate of the Company
within the meaning of the Corporations Law unless such publication or
disclosure is made in the normal course of employment.
13.3 The information referred to in clause 13 includes information disclosed to
the Company or the Employee by any existing or potential customer,
supplier, contractor, agent, licensor or licensee of the Company.
13.4 The Employee must at the request of the Company sign a confidentiality
agreement containing provisions similar to the provisions in this clause
13 in favour of any person referred to in clause 13.3.
13.5 The Employee acknowledges that:
(a) a breach of clause 13.1 or clause 13.2 of this agreement would be
harmful to the business of the Company;
(b) monetary damages alone would not be a sufficient remedy for the
breach; and
(c) in addition to any other remedy which may be available in law or
equity, the Company is entitled to interim, interlocutory and
permanent injunctions or any of them to prevent the breach.
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14. FURTHER ASSURANCE
14.1 Each party must promptly at its own cost do all things (including
executing all documents) necessary or desirable to give full effect to
this agreement.
15. SEVERABILITY
15.1 If anything in this agreement is unenforceable, illegal or void then it is
severed and the rest of this agreement remains in force.
16. ENTIRE UNDERSTANDING
16.1 This agreement:
(a) is the entire agreement and understanding between the parties on
everything connected with the subject matter of this agreement; and
(b) supersedes any prior agreement or understanding on anything
connected with that subject matter.
16.2 Each party has entered into this agreement without relying on any
representation by any other party or any person purporting to represent
that party.
17. VARIATION
17.1 An amendment or variation to this agreement is not effective unless it is
in writing and signed by the parties.
18. WAIVER
18.1 A party's failure or delay to exercise a power or right does not operate
as a waiver of that power or right.
18.2 The exercise of a power or right does not preclude either its exercise in
the future or the exercise of any other power or right.
18.3 A waiver is not effective unless it is in writing.
18.4 Waiver of a power or right is effective only in respect of the specific
instance to which it relates and for the specific purpose for which it is
given.
19. GOVERNING LAW AND JURISDICTION
19.1 The law of Queensland governs this agreement.
19.2 The parties submit to the non-exclusive jurisdiction of the courts of
Queensland and the Federal Court of Australia.
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EXECUTED as an agreement in Queensland.
EXECUTED for and on behalf of )
METAL STORM LIMITED )
ACN 064 270 006 by authority of the directors )
in the presence of: )
/S/ XXXXX XXXXXXX X'XXXXX /S/ XXXXX XXXXX XXXXXX XXXXXX
------------------------------- -------------------------------------
Director Director/Secretary
XXXXX XXXXXXX X'XXXXX XXXXX XXXXX XXXXXX XXXXXX
------------------------------- -------------------------------------
Full Name of Director Full Name of Director/Secretary
SIGNED by Xxxxxx Xxxxx-Xxxxxx )
in the presence of: ) /S/ XXXXXX XXXXX-XXXXXX
-------------------------------------
Signature of Xxxxxx Xxxxx-Xxxxxx
/S/ XXXXX XXX XXXX
-------------------------------
Signature of Witness
XXXXX XXX XXXX
----------------------------
Name of Witness (Print)
Employment Agreement
THE SCHEDULE
Item A: Commencement Date: 13 January 2003
Item B: Position: Company Secretary
Item C: Remuneration: A$95,000 per annum inclusive of the
Company's superannuation obligation. The employee is entitled to
make salary sacrifice arrangements with the Company as desired in
relation to remuneration. The Company will provide a fully supported
laptop computer and mobile phone for business purposes, and will
cover car parking costs.
Employment Agreement
Metal Storm Limited (acn 064 270 006)
(`Company')
XXXXXX XXXXX-XXXXXX
(`Employee')
EMPLOYMENT AGREEMENT
