EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement is made as of the 26th day of May, 1998 by and
between Lightbridge, Inc., a Delaware corporation (the "Company"), and Xxxxxx X.
Xxxxxxxx, Xx. of Dover, Massachusetts (the "Employee").
WHEREAS, the Company has hired the Employee to serve as the Senior Vice
President, Finance & Administration, Chief Financial Officer and Treasurer of
the Company, commencing on the date hereof; and
WHEREAS, the Company and the Employee desire to establish certain terms and
conditions governing the Employee's employment by the Company;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Company and the Employee agree as follows:
1. EMPLOYMENT. The Company hereby employs the Employee, and the Employee
accepts employment with the Company. The Employee's title and duties at the
start of this agreement shall be those of Senior Vice President, Finance &
Administration, Chief Financial Officer and Treasurer of the Company. As such,
the Employee shall report directly to the Company's President and Chief
Executive Officer.
2. TERM OF EMPLOYMENT. There shall be no definite term of employment, and
Employee shall be an employee at will. However, if prior to May 26, 1999 (a) the
Company terminates the Employee's employment hereunder without Cause or (b) the
Employee resigns from the Company for Good Reason, the Company shall make
severance payments to Employee equal to one year of Base Salary, payable over
twelve (12) months. If on or after May 26, 1999 (a) the Company terminates the
Employee's employment hereunder without Cause or (b) the Employee resigns from
the Company for Good Reason, the Company shall make severance payments to
Employee equal to six (6) months of Base Salary, payable over six (6) months.
"Cause" shall mean dishonesty or misappropriation of assets of the Company,
gross failure to perform duties to the Company, or the commission of a crime
involving moral turpitude or constituting a felony. "Good Reason" shall mean
termination of employment with the Company by the Employee upon not less than 30
days' prior written notice to the Company (to allow the Company to cure any
basis for Good Reason) as a result of (i) a material diminution in the
Employee's duties (for example, elimination of his responsibility to represent
the Company in its relationship with the public investment community), it being
understood and agreed that a Change of Control in and of itself shall not
constitute "Good Reason" hereunder, (ii) a requirement to relocate from the
greater Boston area, or (iii) a reduction in his Base Salary (other than as part
of a general reduction in Base Salary applicable to the Company's executives).
"Change of Control" shall mean a sale of the Company, including a merger of the
Company with another corporation in which the stockholders of the Company
immediately prior to the merger do not own at least 50% of the voting securities
of the surviving corporation immediately after the merger.
3. COMPENSATION.
(a) During the term of this Agreement, the Company shall pay the Employee a
Base Salary, payable in accordance with the Company's standard schedule for
salary payments to its executives (but no less frequently than monthly) in
arrears, in equal installments at an annual rate equal to $215,000. At the
beginning of each fiscal year, the Board of Directors shall consider in its
discretion increases in the Base Salary.
(b) The Board of Directors shall determine on an annual basis the amount of
any bonus to be paid to the Employee. Bonuses will be paid out over a three-year
period, with a target payout of 50% of the Employee's base salary.
(c) All payments of salary and incentive compensation to the Employee shall
be made after deduction of any taxes which are required to be withheld with
respect thereto under applicable federal and state laws.
4. OFFICE AND FRINGE BENEFITS. The Employee shall be provided with an
office, secretary and other facilities and services commensurate with his
position as a senior executive of the Company.
5. EXPENSES. The Company shall reimburse the Employee for all reasonable
business expenses incurred by the Employee in connection with his employment by
the Company, including, without limitation, expenses of travel and
entertainment. The Company shall promptly reimburse the Employee for all such
expenses upon presentation of appropriate vouchers, receipts and other
supporting documents as reasonably required by the Company.
6. DUTY TO PERFORM SERVICES. The Employee shall devote his full time
during normal business hours to rendering services to the Company hereunder, and
shall exert all reasonable efforts in the rendering of such services. Nothing in
this Agreement shall prohibit the Employee from:
(a) making and managing passive investments;
(b) serving on the Board of Directors of any company (provided the
Employee notifies the Board of Directors of the Company of any such
service);
(c) participating in professional organizations; and
(d) engaging in religious, charitable or other community or nonprofit
activities, provided none of the foregoing shall interfere with Employee's
duties hereunder.
The Employee agrees that in the rendering of all services to the Company and
in all aspects of his employment as a senior level executive of the Company, he
will comply in all material respects with all directives, policies, standards
and regulations from time to time established by the Board of Directors of the
Company to the extent they are not in conflict with this Agreement.
7. VACATIONS; HOLIDAYS; SICK TIME. The Employee shall be entitled to three
(3) weeks of vacation per year, which shall accrue at the rate of 1.25
days per month. The Employee's vacation, holiday and sick leave benefits
shall be in accordance with the Company's policies for senior executive
officers, as in effect from time to time.
8. OTHER AGREEMENTS. Nothing in this Agreement shall supersede or modify
Employee's obligations under any existing non-competition or
non-disclosure agreement with the Company or the terms of any stock
option agreement between the Employee and the Company.
9. NOTICES. All notices, requests, demands and other communications
required by or permitted under this Agreement shall be in writing and
shall be sufficiently delivered if delivered by hand or sent by
registered or certified mail, postage prepaid, to the parties at their
respective addresses listed below:
(a) if to the Employee:
Xxxxxx X. Xxxxxxxx, Xx.
000 Xxxx Xxxxxx
Xxxxx, XX 00000
(b) if to the Company:
Lightbridge, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Chief Executive Officer
Any party may change such party's address by such notice to the other party.
10. GOVERNING LAW. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of The Commonwealth of
Massachusetts.
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11. BINDING UPON SUCCESSORS. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective heirs,
legal representatives, successors and assigns.
12. WAIVERS AND AMENDMENTS.
(a) This Agreement may be amended, modified or supplemented, and any
obligation hereunder may be waived, only by a written instrument
executed by the parties hereto. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate as a
waiver of any subsequent breach.
(b) No failure on the part of any party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right
or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right or remedy. All rights and
remedies hereunder are cumulative and are in addition to all other
rights and remedies provided by law, agreement or otherwise.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
LIGHTBRIDGE, INC.
By: /s/ XXXXXX X.X. XXXXX
-----------------------------------------
Xxxxxx X.X. Xxxxx
President and CEO
/s/ XXXXXX X. XXXXXXXX, XX.
-----------------------------------------
Xxxxxx X. Xxxxxxxx, Xx.
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