EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into in Santa
Ana, California as of July 26, 2004 by and between VitroTech Corporation, a
Nevada corporation ("Employer") and ("Employee").
Now, therefore, in consideration of the foregoing and other consideration
actually received, the parties hereto agree as follows:
1. Employment. Effective as of July 26, 2004, Employer hereby employs
Employee and Employee hereby accepts employment with Employer.
2. Term. Employee's employment is "at will", pursuant to the terms of
Paragraph 6 below.
3. Duties and Responsibilities of Employee. During the term of this
Agreement, the Employee's duties and responsibilities for the Employer shall be
to meet the obligations listed on EXHIBIT A - DUTIES AND RESPONSIBILITIES OF
EMPLOYEE attached hereto.
A. Employee shall work "full-time" for Employer conducting
business on behalf of Employer. Employee shall devote Employee's working time
and efforts to Employer's business in a professional and businesslike manner,
and shall faithfully and diligently serve Employer's interests.
B. Employee shall report on a day to day basis to Employer,
unless directed otherwise by Employer.
C. Employer shall have the right to obtain "key man" or other
types of insurance for the benefit of Employer or other third party, and
Employee agrees to cooperate with Employer in that regard.
D. In addition to the services described above, the services to
be performed by Employee for Employer may be extended or curtailed, from time to
time, at the direction of Employer, and Employee shall assume and perform such
further reasonable responsibilities and duties as may be assigned to him from
time to time by Employer.
4. Consideration. In consideration for the services provided hereunder,
Employee shall receive the compensation provided for below:
1
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
A. During the term of this Agreement, Employer shall pay to
Employee Compensation as set forth on EXHIBIT B - COMPENSATION FOR EMPLOYEE.
Employer shall pay Monthly Compensation one-half on or about the fifteenth day
and one-half on or about the last day of each month ("Payroll Date"), with the
first such payment due from the date set forth in the initial paragraph of Page
1 of the Agreement. The initial payment shall be prorated from the date of
employment through the next immediately following Payroll Date, if required.
B. In addition to Monthly Compensation, Employer may elect to
provide Employee with Incentive Compensation. The Incentive Compensation may
include a yearly bonus and/or a stock purchase plan, or such other type(s) of
incentive compensation determined by Employer. The Incentive Compensation
currently available is set forth on EXHIBIT B - COMPENSATION FOR EMPLOYEE.
C. Employer shall pay or reimburse Employee for all of Employee's
out of pocket expenses reasonably incurred in performing the services provided
for under this Agreement, including, but not limited to, overnight delivery
charges, secretarial services, long distance telephone and facsimile charges,
and travel expenses (including airfare, hotels, out of town car rental expenses
and meals) all in accordance with Employer's expense reimbursement policy.
Employer may provide Employee with a credit card to facilitate the payment of
such expenses. Any expenses not covered by the credit card, if one is provided,
shall be reimbursed by Employer to Employee on or about the fifteenth day and or
the last day of the month following the receipt of an approved expense report,
together with bills and evidence of payment by Employee.
D. During the term of this Agreement, Employer shall either cause
Employee and Employee's spouse to be included in any group medical plan obtained
by Employer or shall reimburse Employee for the cost of Employee and Employees
spouse's own medical insurance, effective as of the date of this Agreement. If
Employee declines coverage, Employer has no obligation to pay Employee any
amount as additional compensation.
E. Employee shall be included in any other group employee benefit
plan maintained by Employer that is set forth in the Employer's Employee
Handbook ("Handbook") for which the class of employees including Employee are
covered, subject to any eligibility requirements set forth in the Handbook.
F. Employee shall be entitled to reasonable periods of paid
vacation, personal and sick leave during the Term in accordance with Employer's
policies as set forth in the Handbook regarding vacation or sick leave or other
paid time off (PTO) days, which eligibility is based on duration of employment
with Employer. Modification of this paragraph, if any, will be included on
EXHIBIT B - COMPENSATION FOR EMPLOYEE.
2
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
5. Severance.
A. In the event this Agreement is terminated by Employer pursuant
to Paragraph 6.C. or 6.D. or by Employee pursuant to Paragraph 6.B. at any time
during the term of this Agreement, then as Employer's sole obligation to
compensate Employee for such termination without cause, Employer shall pay to
Employee three (3) month's salary (as described in paragraph 4.A above), due and
payable in three (3) equal monthly installments from the first day of the month
following such termination, plus any Incentive Compensation then owed to
Employee. All other compensation and benefits shall cease as of such
termination. EMPLOYEE SHALL NOT BE ELIGIBLE TO RECEIVE SEVERANCE PAYMENTS UNTIL
EMPLOYEE HAS SUCCESSFULLY COMPLETED THE FIRST SIX (6) MONTHS OF EMPLOYMENT WITH
THE COMPANY.
B. Employer shall have no obligation to pay Employee any
severance or any Incentive Compensation for the year in which this Agreement is
terminated if this Agreement is terminated by Employer pursuant to Paragraph
6.A. or Employee pursuant to Paragraph 6.D.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF THE TERMINATION OF THIS
AGREEMENT BY EMPLOYER PURSUANT TO PARAGRAPH 6.C. OR 6.D. OR BY EMPLOYEE PURSUANT
TO PARAGRAPH 6.B., THE DAMAGES WHICH EMPLOYEE WILL SUFFER AS A RESULT THEREOF
WILL BE DIFFICULT TO ASCERTAIN AND THAT THE TERMINATION PAYMENT PROVIDED FOR IN
THIS PARAGRAPH 5 IS A REASONABLE ESTIMATE OF SUCH DAMAGES AND IS NOT INTENDED TO
BE A PAYMENT TO PENALIZE EMPLOYER FOR SUCH TERMINATION.
-------------------
Employee's Initials
6. Termination.
A. With Cause by Employer. This Agreement may be terminated at
any time by Employer for cause. Any such termination shall be effective upon
Employee's receipt of written notice thereof. For purposes hereof, the term
"cause" shall refer to the following:
1. Material misrepresentation, deceit, fraud or dishonesty
by Employee in connection with Employee's performance hereunder;
2. Employee's failure or refusal for a period of thirty
(30) consecutive days to perform Employee's duties hereunder, including the
refusal on a consistent basis to implement reasonable directives of Employer,
after written notice from Employer specifying the areas in which such failure or
refusal has occurred;
3. Employee's violation during the term of the Agreement of
any provisions of federal law or state law, where such violation is punishable
as a felony and/or where such violation related to Employee's veracity or
honesty; or
4. A material breach by Employee of Employee's obligations
under this Agreement.
3
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
B. With Cause by Employee. This Agreement may be terminated by
Employee for cause effective thirty (30) days after Employer's receipt of
written notice thereof from Employee. For purposes hereof, the term "cause"
shall refer to a material breach by Employer of any of its obligations under
this Agreement.
C. Termination Due to Employee's Disability. This Agreement may
be terminated by either party in the event Employee suffers a physical or mental
disability which in the reasonable opinion of Employer renders Employee
permanently unable to perform Employee's duties under this Agreement. Employee
shall be deemed to be permanently disabled in the event Employee is unable to
perform Employee's duties for a period of ninety (90) consecutive days or more
and such termination shall automatically be effective at the end of such ninety
(90) day period.
D. Termination Without Cause. Either party may terminate this
Agreement without cause upon written notice to the other party.
7. Nondisclosure. During the course of employment Employee will have
access to certain information not generally known to the public, Employer's
competitors relating to the business of Employer, its customers, sales data,
policies and procedures, marketing strategies, prices, discounts, manufacturing
costs, future plans, inventions, ideas, discoveries, improvements, chemical
formulations, synthesis processes, knowhow, products, specifications, processes,
manufacturing techniques, procedures, equipment, trade secrets and other
proprietary and confidential material (collectively, the "Confidential
Information"). For purposes hereof, the Confidential Information shall
specifically include locations of other properties containing Mineral or other
parties seeking to sell or otherwise market the Mineral. This Confidential
Information constitutes a valuable asset of Employer, access to and knowledge of
which are essential to the performance of Employee's duties and, more
importantly, to the viability of Employer's Business. Employee acknowledges and
agrees that all such Confidential Information is and shall remain the exclusive
property of Employer. Employee agrees that, except as directed by Employer,
Employee will not at any time, during or after employment with Employer, use or
disclose to any person, directly or indirectly, for any purpose other than for
the benefit of Employer, any Confidential Information, whether prepared by the
Employee or otherwise coming into the Employee's possession or control, without
the prior written permission of Employer nor will Employee permit any person to
have access to the Confidential Information other than as directed by Employer
or in accordance with such confidentiality and limited access policies and
procedures as may be developed by Employer from time to time during the term
hereof. Employee agrees to keep records of all Confidential Information as
directed by Employer. All such records, and any copies thereof, are and shall
remain the property of Employer and shall remain on Employer's premises.
8. Ownership of Property. Employee acknowledges and agrees that a
material inducement to Employer's decision to extend to Employee employment on
the terms set forth herein is the expertise of Employee, and that during the
term of Employee's employment Employee will be required to utilize that
expertise to further the business goals and objectives of Employer. Employee
agrees that Employer owns all of the respective Confidential Information whether
4
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
or not developed by Employee and even if made on Employee's own time and without
the use of any of Employer's equipment or materials. . Employee further agrees
that all such Confidential Information shall be the property of Employer
regardless of whether or not patent applications are filed thereon and upon
request whenever made at the expense of Employer, but without additional
compensation, Employee shall assist Employer to make application for Letters
Patent on any and all such inventions, applications and patents in Employer's
name and shall give Employer all reasonable assistance and cooperation in
preparing and prosecuting all such patent applications (including but not
limited to any continuations, extensions or modifications thereof), and in
perfecting, defending, and enforcing all such patent rights. Employee further
agrees to promptly reveal to Employer all inventions and other Confidential
Information that Employee makes or receives while employed by Employer.
9. Possession. Employee agrees that upon the termination of Employee's
employment, Employee shall turn over to Employer all Confidential Information,
as applicable, then in Employee's possession or under Employee's control and any
other business related documents, files, office supplies, and any other material
or work product in Employee's possession or control which were created pursuant
to or derived from Employee's services to Employer (even if created on
Employee's own time and without the use of Employer's equipment or materials)
and shall return to Employer, as applicable, any access cards, keys, passwords,
codes or other means of entry and authorization held by Employee for access to
the Confidential Information.
10. Non-Circumvention. Employee recognizes and agrees that Employer have
many substantial, legitimate business interests that can be protected only by
Employee agreeing not to compete with Employer under certain circumstances.
These interests include, without limitation, Employer's contacts and
relationships with its customers, Employer's reputation and goodwill in the
industry, the financial and other support afforded by Employer, and Employer's
right in the Confidential Information, as applicable. Employee therefore agrees
that during the term of Employee's employment with Employer, Employee will not,
directly or indirectly, engage in any of the following activities:
A. Own, operate or manage a business that engages in a Competing
Business (as defined below);
B. Work as an employee, employer, independent contractor or
consultant for or with, or provide services as an employee, independent
contractor or consultant under the terms of a verbal or written agreement to,
any person or entity that is engaged in a Competing Business;
C. Solicit, acquire or conduct any business from or with any of
Employer's customers or potential customers (as defined below);
D. Solicit any of the employees or independent contractors of
Employer or induce any such persons to terminate their employment or contractual
relationships with any such entities;
5
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
E. Serve as an officer or director of, or hold a majority
interest in, any entity engaged in any of the foregoing prohibited activities;
or
F. Purchase in Employee's own name or in the name of any
affiliate any real property or interest in real property (including but not
limited to stock interest, LLC membership interest or partnership interest) that
contains or may contain Mineral, or advise anyone or otherwise provide technical
assistance to anyone who owns or wishes to purchase Mineral, unless approved in
writing by Employer.
For purposes of this paragraph 10, Employer's customers shall include
those persons or public, private, governmental or quasi-governmental entities,
to whom Employer was providing services, or had proposals outstanding for the
provision of services, at the time of the termination of this Agreement. For
purposes of this paragraph, a Competing Business shall be defined as any
business which competes with any line of business in which Employer is engaged
or in which Employee has actual knowledge Employer intends to engage at any time
during the term of this Agreement or at the time of Employee's termination of
employment, including, but specifically not limited to, the marketing of mineral
identical or similar in nature or use to mineral(s) marketed by Employer.
11. Saving Provision. Employer and Employee agree and stipulate that the
nondisclosure agreements set out above, are fair and reasonably necessary for
the protection of Employer's business, goodwill, Confidential Information, and
other protectable interests, in light of all of the facts and circumstances of
the relationship between Employee and Employer. In the event a court of
competent jurisdiction should decline to enforce those provisions, they shall be
deemed to be modified to restrict Employee to the maximum extent that the court
shall find enforceable; however, in no event shall the above provisions be
deemed to be more restrictive to Employee than those contained herein.
12. Injunctive Relief. Employee acknowledges that the breach or
threatened breach of any of the covenants contained in Paragraphs 7 through 10
hereof would give rise to irreparable injury to Employer which injury would be
inadequately compensable in money damages. Accordingly, Employer may seek and
obtain a restraining order and/or injunction prohibiting the breach or
threatened breach of the nondisclosure covenants of this Agreement, in addition
to and not in limitation of any other legal remedies that may be available.
Employee further acknowledges and agrees that the agreements set out above are
necessary for the protection of Employer's legitimate business interests and are
reasonable in scope and content.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS PARAGRAPH 12
SHALL BE CONSTRUED AS PRECLUDING EMPLOYER FROM SEEKING COMPENSATION
FOR ANY AND ALL DAMAGES, INCLUDING BUT NOT LIMITED TO, DIRECT,
INDIRECT AND CONSEQUENTIAL DAMAGES, SUFFERED BY EMPLOYER AS A RESULT
OF THE BREACH BY EMPLOYEE OF ANY OF THE COVENANTS CONTAINED IN
PARAGRAPHS 7 THROUGH 10.
-------------------
Employee's Initials
6
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
13. Enforcement. The provisions of this Agreement shall be enforceable
by each of Employer and Employee notwithstanding the existence of any claim or
cause of action against the party seeking to enforce the same brought by the
party against whom enforcement is sought, whether predicated on this Agreement
or otherwise.
14. Governing Law. The Agreement shall be construed in accordance with
the laws of the State of California. Venue for any action shall be in Orange
County, California.
15. Legal Expense. The prevailing party in any action to enforce this
Agreement shall be entitled to recover from the other party reasonable sums as
attorney fees and expenses in connection with such action, including appeal.
16. Waiver of Breach. The waiver of any breach of any provision of this
Agreement or failure to enforce any provision hereof shall not operate or be
construed as a waiver of any subsequent breach by any party.
17. Modification. This Agreement may be modified, supplemented and/or
amended only by a writing that is signed by both Employer and Employee.
18. Entirety. This Agreement, as it may be so amended, represents the
complete and final agreement of the parties with respect to the subject matter
hereof and shall control over any other statement, representation or agreement
by Employer. This Agreement shall, however, to the extent possible, be read in a
manner consistent with any provision of any policy manuals or handbooks now or
hereafter developed by Employer which contain terms of employment not
specifically addressed herein.
19. Survival. The provisions of paragraphs 7-14 of this Agreement shall
survive the termination of employment, however caused.
20. Captions. The captions of this Agreement are for convenience of
reference only and shall not be deemed to define or limit any of the terms
hereof.
21. Gender. As used in this Agreement, masculine, feminine or neuter
gender and the singular or plural number shall each be deemed to include the
others whenever and wherever the context so dictates.
22. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their heirs, successors, personal
representatives and assigns, including but not limited to, any successor by
acquisition or merger to the Employer.
23. Further Assurances. The parties to this Agreement shall execute and
deliver any documents or instruments in addition to those described in this
Agreement that are necessary or appropriate to carry out the terms hereof.
7
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
24. Notices. Any notice, request or other communication to be given by
any party hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid, by overnight courier guaranteeing overnight
delivery or by facsimile transmission (if confirmed verbally or in writing by
mail as aforesaid), to the following address:
To Employer: VitroTech Corporation
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
To Employee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
_________________________
_________________________
Phone:___________________
Notice shall be deemed given three (3) business days after deposit in the
mail, on the next day if sent by overnight courier and on receipt if sent by
facsimile (and confirmed verbally or by mail as aforesaid). Any party may change
its address for notice purposes by written notice delivered in accordance with
the terms hereof.
25. No Personal Liability. No officer, director, manager, member,
attorney or any other party, including any entity owned in whole or in part by
any member or manager of Employer or any Company, shall have any personal
liability for the obligations of Employer being created pursuant to this
Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date set out above.
EMPLOYER:
VitroTech Corporation
By:_________________________________
▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Its: CEO
EMPLOYEE:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
By:_________________________________
Social Security #
8
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
EXHIBIT A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
CHIEF FINANCIAL OFFICER
MISSION STATEMENT: TO PROVIDE FINANCIAL LEADERSHIP IN THE PLANNING, MANAGEMENT
AND CONTROL OF THE OPPORTUNITIES PRESENTED TO THE COMPANY AND THE ONGOING
MANAGEMENT OF THE COMPANY'S RESOURCES. TO STRIVE FOR EXCELLENCE IN THE FINANCIAL
INFORMATION PROVIDED THROUGHOUT THE ORGANIZATION, TO ITS SUBSIDIARIES AND
VENTURE RELATIONSHIPS, AND TO THE COMPANY'S SHAREHOLDERS AND OTHER INTERESTED
FINANCIAL PARTIES.
DUTIES AND RESPONSIBILITIES
1. SERVE AS A KEY MEMBER OF THE EXECUTIVE TEAM AND PROVIDE FINANCIAL LEADERSHIP,
GUIDANCE, AND ANALYSIS.
2. DIRECT FINANCE AND ACCOUNTING STAFF TO SUPPORT CORPORATE STRATEGIES,
PROFITABILITY AND COST EFFICIENT OPERATIONS.
3. OVERSEE FINANCIAL REPORTING AND ASSURE COMPLIANCE WITH SEC REGULATIONS AND
FASB ACCOUNTING STANDARDS, PROVIDING APPROPRIATE FINANCIAL INFORMATION FOR
STAKEHOLDERS.
4. OVERSEE ANNUAL OPERATING BUDGET, PROFIT PLANNING AND FORECASTS INCLUDING
PERFORMANCE MEASUREMENT.
5. ESTABLISH AND MAINTAIN ACCOUNTING POLICIES AND PROCEDURES.
6. COORDINATE THE ANNUAL OUTSIDE AUDIT.
7. PROVIDE FINANCIAL GUIDANCE IN ACQUISITIONS, MERGERS, JOINT VENTURES, ETC.
8. MAINTAIN BANKING AND OTHER FINANCIAL INSTITUTIONAL RELATIONSHIPS, AS WELL AS
OVERSIGHT FOR CASH MANAGEMENT.
9. PROVIDE LEADERSHIP AND MANAGEMENT DIRECTION FOR INFORMATION SYSTEMS TO
INCLUDE PLATFORM SELECTION AND IMPLEMENTATION.
10. SUPPORT INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATIONS.
11. OVERSEE HUMAN RELATIONS, BENEFIT PLANS AND RISK MANAGEMENT FOR COMPANY.
12. DEVELOP AND OVERSEE SHORT AND LONG RANGE COMPANY STRATEGIES FOR GROWTH AND
VALUE ENHANCEMENT, TO INCLUDE CAPITAL STRATEGIES (DEBT VS. EQUITY).
13. COMPLETE SUCH ADDITIONAL DUTIES AS ARE ASSIGNED BY COMPANY.
9
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
EXHIBIT B
COMPENSATION FOR EMPLOYEE
MONTHLY COMPENSATION - THIRTEEN THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($13,750)
PER MONTH. MONTHLY COMPENSATION SHALL BE PRORATED FOR
THE PERIOD COMMENCING WITH EMPLOYMENT AND ENDING
DECEMBER 31, 2004.
CAR ALLOWANCE - FIVE HUNDRED DOLLARS ($500) PER MONTH. CAR ALLOWANCE
SHALL BE PRORATED FOR THE PERIOD COMMENCING WITH
EMPLOYMENT AND ENDING DECEMBER 31, 2004.
TERM OF EMPLOYMENT - JULY 26, 2004 THROUGH DECEMBER 31, 2004.
STOCK OPTION GRANT - YOU WILL BE ELIGIBLE FOR PARTICIPATION IN THE VITROTECH
CORPORATION 2004 STOCK OPTION PLAN [QUALIFIED INCENTIVE
STOCK OPTION PLAN] (THE "PLAN") WITH AN INITIAL GRANT OF
OPTIONS (THE "OPTION") AS FOLLOWS: AN OPTION TO PURCHASE
FIFTY THOUSAND (50,000) SHARES OF VITROTECH CORPORATION
COMMON STOCK WILL BE GRANTED EFFECTIVE AS OF THE LATER
OF (1) THE DATE OF APPROVAL OF THIS GRANT BY THE BOARD
OF DIRECTORS, OR THE COMMITTEE (AS DEFINED IN THE PLAN),
OR (2) YOUR EMPLOYMENT START DATE (THE "GRANT DATE").
THE OPTION WILL HAVE A TERM OF 10 YEARS AND WILL BE
EXERCISABLE AT A PRICE EQUAL TO THE FAIR MARKET VALUE OF
THE COMMON STOCK OF VITROTECH CORPORATION ON THE GRANT
DATE. THE OPTION WILL VEST 1/3 ON THE FIRST ANNIVERSARY
OF YOUR EMPLOYMENT START DATE AND 1/3 ON EACH OF THE
FOLLOWING ANNIVERSARIES OF YOUR EMPLOYMENT START DATE;
PROVIDED THAT YOU CONTINUE IN THE EMPLOYMENT OF THE
COMPANY ON EACH SUCH ANNIVERSARY. THE OPTION GRANT
HEREUNDER IS SUBJECT TO FILING AND DELIVERY OF A
DEFINITIVE INFORMATION STATEMENT TO THE SHAREHOLDERS OF
VITROTECH CORPORATION AND DISCLOSING THE ADOPTION OF THE
PLAN. SHOULD A DEFINITIVE INFORMATION STATEMENT NOT BE
FILED AND DELIVERED WITHIN ONE YEAR OF THE DATE OF
ADOPTION OF THE PLAN, THIS OPTION WOULD BE GRANTED
OUTSIDE OF THE PLAN AND WOULD BE SUBJECT TO THE INTERNAL
REVENUE SERVICE RULES FOR NON-QUALIFIED PLANS.
CPE- THE COMPANY WILL REIMBURSE FOR EXPENSES INCURRED BY
EMPLOYEE TO MAINTAIN CERTIFIED PUBLIC ACCOUNTANCY
LICENSE TO INCLUDE CONTINUING EDUCATION, IF REQUIRED BY
THE STATE OF CALIFORNIA. THIS WILL ALSO INCLUDE THE
REQUIRED TIME OFF TO ATTEND SUCH EDUCATION COURSES.
10
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
INCENTIVE
COMPENSATION - TO BE DETERMINED BY THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS. IT IS ANTICIPATED THAT THE INCENTIVE
COMPENSATION THAT YOU WOULD BE ELIGIBLE TO PARTICIPATE
IN WOULD INCLUDE EITHER A CASH BONUS OR A STOCK OPTION
PLAN OR A COMBINATION OF BOTH. THE ANTICIPATED DESIGN OF
THE INCENTIVE COMPENSATION PLAN IS EXPECTED TO BE A
RANGE OF PERCENTAGES OF MONTHLY COMPENSATION WHEREBY THE
BOTTOM AND TOP OF THE RANGE WOULD BE KEYED TO THE
OVERALL FINANCIAL PERFORMANCE OF VITROTECH CORPORATION
AS WELL. THAT IS TO SAY, THAT THE BETTER THE OVERALL
FINANCIAL PERFORMANCE VITROTECH, THE LARGER THE AMOUNT
OF INCENTIVE COMPENSATION THAT WOULD BE PAID. IT IS
ANTICIPATED THAT THE PRECISE DETAILS OF THE ABOVE PLAN
WOULD BE CLEAR BY ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
AS DETERMINED BY THE BOARD OF DIRECTORS.
VACATION - THREE WEEKS (120 HOURS) PER YEAR. VACATION SHALL BE
PRORATED FOR THE PERIOD COMMENCING WITH EMPLOYMENT AND
ENDING DECEMBER 31, 2004.
11
___________________ ___________
Employer's Initials Form 10-QSB 2004 Q3 Ex 10.5 Employment Agreement (▇▇▇▇▇▇▇▇▇)
Employee's Initials
