EXHIBIT 10.1
VERDISYS, INC.
EMPLOYMENT AGREEMENT
XXXXXX XXXXXXXX
PRESIDENT & CHIEF EXECUTIVE OFFICER
This Employment Agreement ("Agreement") is made and effective as of June ___,
2003 by and between Verdisys, Inc. ("Verdisys" or the "Company"), and Mr. Xxxxxx
Xxxxxxxx ("Xxxxxxxx") to serve as President and Chief Executive Officer of the
Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT.
Verdisys hereby agrees to employ Xxx Xxxxxxxx as its President and Chief
Executive Officer. Xxxxxxxx hereby accepts such employment in accordance with
the terms of this Agreement and the terms of employment applicable to regular
employees of Verdisys. In the event of any conflict or ambiguity between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control. Election or appointment of Xxxxxxxx
to another office or position, regardless of whether such office or position is
inferior to Xxxxxxxx' initial office or position, shall not be a breach of this
Agreement.
2. DUTIES.
The duties of Xxxxxxxx shall include the performance of all of the duties
typical of the office held by President & CEO as described in the bylaws of the
Verdisys and such other duties and projects as may be assigned by a superior
officer of Verdisys, if any, or the board of directors of the Company. Xxxxxxxx
shall devote his entire productive time, ability and attention to the business
of the Verdisys and shall perform all duties in a professional, ethical and
businesslike manner. Xxxxxxxx will not, during the term of this Agreement,
directly or indirectly engage in any other business, either as an employee,
employer, consultant, principal, officer, director, advisor, or in any other
capacity, either with or without compensation, without the prior written consent
of a duly authorized officer of Verdisys.
3. COMPENSATION.
Xxxxxxxx will be paid compensation during this Agreement as follows:
A. A base salary of $170,000 per year during the first twelve months; $190,000
per year during the second twelve months; and $210,000 per year during the third
twelve months after the date of this agreement; payable in installments on the
15th and last day of each month according to Verdisys' regular payroll schedule.
B. A Management By Objectives (MBO) plan will be established by the Company,
with a bonus of up to $100,000 per year based upon meeting or exceeding
objectives.
X. Xxxxxxxx has received stock options under the Company's stock option plan, as
approved by the board of directors of the Company. A listing of vested and
unvested options, including date of issuance, vesting, term for exercise, and
exercise price shall be attached hereto as Exhibit A
and initialed by both parties. Exhibit A shall be updated upon any additional
issuance of options to Xxxxxxxx by the Company.
4. BENEFITS.
A. Holidays. Xxxxxxxx will be entitled to 10 paid holidays each calendar year
and 5 personal days. Verdisys will notify Xxxxxxxx on or about the beginning of
each calendar year with respect to the holiday schedule for the coming year.
Personal holidays, if any, will be scheduled in advance subject to requirements
of Verdisys. Such holidays must be taken during the calendar year and cannot be
carried forward into the next year. Xxxxxxxx is not entitled to any personal
holidays during the first six months of employment.
B. Vacation. Xxxxxxxx shall be entitled to 21 days paid vacation each year,
accruing if not used to a maximum of 30 days over the period of this contract.
C. Sick Leave. Xxxxxxxx shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Verdisys. Additional sick
leave or emergency leave over and above paid leave provided by the Verdisys, if
any, shall be unpaid and shall be granted at the discretion of the board of
directors.
D. Medical and Group Life Insurance. Verdisys agrees to include Xxxxxxxx in the
group medical and hospital plan of Verdisys and to provide term life insurance
for Xxxxxxxx at no charge to Xxxxxxxx in the amount of $1,000,000 during this
Agreement. Xxxxxxxx shall be responsible for payment of any federal or state
income tax imposed upon these benefits.
E. Pension and Profit Sharing Plans. Xxxxxxxx shall be entitled to participate
in any pension or profit sharing plan or other type of plan adopted by Verdisys
for the benefit of its officers and/or regular employees.
F. Expense Reimbursement. Xxxxxxxx shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, incurred by Xxxxxxxx in
the performance of Xxxxxxxx' duties. Xxxxxxxx will maintain records and written
receipts as required by the Verdisys expense policy and reasonably requested by
the board of directors to substantiate such expenses.
5. TERM AND TERMINATION.
A. The Initial Term of this Agreement shall commence on 6/01/03 and it shall
continue in effect for a period of 36 months. Thereafter, the Agreement shall be
renewed upon the mutual agreement of Xxxxxxxx and Verdisys. This Agreement and
Xxxxxxxx' employment may be terminated at Verdisys' discretion without cause
during the Initial Term, provided that Verdisys shall pay to Xxxxxxxx an amount
equal to payment of Xxxxxxxx base salary rate for the remaining period of
Initial Term. In the event this Agreement or Xxxxxxxx' employment is terminated
by Verdisys at its discretion without cause at any time during the last year of
the Initial Term or after the completion of the Initial Term, Xxxxxxxx shall
continue to receive bi-monthly payments equal to the then-annual base salary for
a period of twelve months after termination.
C. This Agreement may be terminated by Xxxxxxxx at Xxxxxxxx' discretion by
providing at least thirty (30) days prior written notice to Verdisys. In the
event of termination by Xxxxxxxx pursuant to this subsection, Verdisys may
immediately relieve Xxxxxxxx of all duties and immediately terminate this
Agreement, provided that Verdisys shall pay Xxxxxxxx at the then applicable base
salary rate to the termination date included in original termination notice.
D. In the event that Xxxxxxxx is in breach of any material obligation owed
Verdisys in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of Verdisys, or is convicted of any criminal act or
engages in any act of moral turpitude, then Verdisys may terminate this
Agreement for cause upon five (5) days notice to Xxxxxxxx. In event of
termination of the agreement pursuant to this subsection, Xxxxxxxx shall be paid
only at the then applicable base salary rate up to and including the date of
termination. Xxxxxxxx shall not be paid any incentive salary payments or other
compensation, prorated or otherwise.
D. In the event that Verdisys is acquired, is the non-surviving party in a
merger, or sells all or substantially all of its assets, this Agreement shall
not be terminated and Verdisys agrees to use its best efforts to ensure that the
transferee or surviving entity is bound by the provisions of this Agreement.
F. In the event that the Company is acquired, is the non-surviving party in a
merger, or sells all or substantially all of its assets and Xxx Xxxxxxxx
employment under this agreement is terminated without cause at the date of sale
or any time thereafter, all unvested options shall be immediately vested upon
the date of such termination.
G. This Agreement and Xxx Xxxxxxxx employment may be terminated by Verdisys at
its sole discretion, without cause, provided that in such case, Xxx Xxxxxxxx
shall be paid 100% of Xxx Xxxxxxxx' then applicable annual base salary. At the
election of the Company, such base salary may be paid along with payroll
disbursements for one year after the date of such discretionary termination.
6. NOTICES.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Verdisys: If to Xxx Xxxxxxxx:
Verdisys, Inc. Xxx Xxxxxxxx
00000 X-00 Xxxxx, Xxxxx 000 00000 Xxxxxxx Xx., #0000
Xxx Xxxxxxxxx, XX 00000 Xxx Xxxxxxxxx, XX 00000
7. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
8. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the laws of
the State of Texas.
9. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
10. NO ASSIGNMENT.
Neither this Agreement nor any or interest in this Agreement may be assigned by
Xxxxxxxx without the prior express written approval of Verdisys, which may be
withheld by Verdisys at Verdisys' absolute discretion.
11. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
12. ARBITRATION.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in Texas, or such other place as may be mutually agreed upon by the
parties. Within fifteen (15) days after the commencement of the arbitration,
each party shall select one person to act arbitrator, and the two arbitrators so
selected shall select a third arbitrator within ten (10) days of their
appointment. Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
VERDISYS, INC. XXXXXXXX
___________________________ _____________________________
By: Xxx Xxxxxxxx, Chairman Xxxxxx Xxxxxxxx
