CONTRACT FOR EMPLOYMENT
TELEGEN CORPORATION, a California corporation, located at 000 Xxxxxxx
Xxxx Xxxxx, Xxxxx X, Xxxxxx Xxxx, Xxxxxxxxxx, hereinafter referred to as
Employer, and XXXXXX XXXXXXX, hereinafter referred to as the Employee, in
consideration of the mutual promises made herein, agree as of May 4, 1990, as
follows:
ARTICLE 1. EMPLOYMENT
SECTION 1.01. Employer hereby employs Employee and Employee hereby
accepts employment with Employer until terminated as provided herein beginning
on May 4, 1990.
SECTION 1.02. This agreement may be terminated earlier as hereinafter
provided [notwithstanding the provisions of SECTION 1.01, above].
ARTICLE 2. DUTIES OF EMPLOYEE
SECTION 2.01. The Employer desires to retain the Employee to undertake
a variety of hardware/firmware design and development and/or other technical
duties as may be determined by Employer from time to time.
SECTION 2.02. It is hereby agreed that the Employer does retain and
employ the said Employee subject to the following terms, conditions, and
stipulations:
a. the Employee agrees that to the best of Employee's ability and
experience Employee will at all times loyally and conscientiously perform all of
the duties and obligations either expressly or implicitly required of Employee
by the terms and conditions of this agreement;
b. the Employee's performance of the duties hereunder shall, at all
times, be rendered to Employees reasonable satisfaction. The Employee expressly
agrees that Employer shall be the sole judge as to whether the services of
Employee are satisfactory.
ARTICLE 3. COMPENSATION
SECTION 3.01. Employer shall pay Employee such compensation for
services as may be rendered under this contract, as may be determined in the
sole discretion of the President of the corporation,
ARTICLE 4. NONCOMPETITION
SECTION 4.01. During the term of this contract Employee shall not,
directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in any other
individual or representative capacity, engage or participate in any business
that is in competition in any manner whatsoever with the business of Employer.
SECTION 4.02. Employee acknowledges and agrees that the sale or
unauthorized use or disclosure of any of Employees trade secrets obtained by
Employee during employment with Employer, including information concerning
Employees current products and any future or proposed products or services, the
facts that those products or J services are planned, under consideration, or in
production, as well as any descriptions of the features of those products or
services constitute unfair competition. Employee promises and agrees not to
engage in any unfair competition with Employer either during the term of this
agreement or within five (5) years thereafter.
SECTION 4.03. In the event that Employee breaches the foregoing
obligation not to compete, the Employee shall be enjoined from engaging in any
further competitive activity and shall be liable to Employer for any reasonable
damages for any such breach occurring prior to the issuance of an injunction.
ARTICLE 5. OWNERSHIP OF WORK PRODUCT
SECTION 5.01. Notwithstanding any statutory, regulatory, and/or public
policy considerations to the contrary, Employee agrees that any and all
intellectual properties, including but not limited to all ideas, concepts,
themes, inventions, designs, improvements and discoveries conceived, developed
or written by Employee, either individually or jointly in collaboration with
others, during the term of Employee's employment with Employer shall be the sole
and separate property of Employer.
SECTION 5.02. Employee further agrees that the understanding set forth
in subparagraph 5.01 above constitutes a complete and express waiver by Employee
of any and all rights to the intellectual property described therein.
SECTION 5.03. Employee will, upon reasonable request, execute such
documents as are requested to effectuate the terms of this Contract.
ARTICLE 6. INDEMNIFICATION
SECTION 6.01. Employee shall indemnify and save Employer harmless from
all liability from loss, damage, or injury to persons or property resulting from
the negligence or misconduct of the Employee.
ARTICLE 7. TERMINATION
SECTION 7.01. If Employee willfully breaches or habitually neglects
the duties that Employee is required to perform under the terms of this
agreement, or demonstrates continued incapacity to perform those duties,
Employer may at its option terminate this agreement by giving written notice of
termination to Employee without prejudice to any other remedy to which Employer
may be entitled either at law, in equity, or under this agreement.
SECTION 7.02. This agreement shall terminate immediately on the
occurrence of any one of the following events:
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(1) The occurrence of circumstances that make it impossible or
impracticable for the business of Employer to be continued.
(2) The death of the Employee.
(3) The loss by the Employee of legal capacity.
(4) The loss by Employer of legal capacity to contract.
(5) The death or dissolution of Employer.
SECTION 7.03. The employment of Employee shall continue only as long as
the services rendered by Employee are satisfactory to Employer, regardless of
any other provision contained in this agreement. Employer shall be the sole
judge as to whether the services of Employee are satisfactory provided, however,
that Employees determination with respect to Employee's services are exercised
reasonably and in good faith.
SECTION 7.04. In the event that this agreement is terminated prior to
the completion of the term of employment specified herein, Employee shall
automatically and completely forfeit any rights that Employee may have for the
balance of the fiscal year during which termination of this agreement occurs.
ARTICLE 8. ARBITRATION
SECTION 8.01. Any controversy or claim arising out of or relating to
this agreement, or the breach thereof shall be settled by arbitration in
accordance with the rules of the American Arbitration Association, and judgment
on the award rendered may be entered in any court having jurisdiction.
SECTION 8.02. Arbitration shall comply with and be governed by the
provisions of the California Arbitration Act, Sections 1280 through 1294.2 of
the California Code of Civil Procedure, which is incorporated herein by
reference.
SECTION 8.03. Employer and Employee shall each appoint one person to
hear and determine the dispute and, if the two persons so selected are unable to
agree, those two persons shall select a third impartial arbitrator whose
decision shall be final and conclusive upon both parties.
SECTION 8.04. The cost of arbitration shall be borne by the losing
party or in such proportions as the arbitrator decides.
SECTION 8.05. The result of arbitration hereunder shall be binding
upon the parties.
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ARTICLE 9. CORPORATE POLICIES
SECTION 9.01. From time to time Employer shall institute company-wide
policies affecting all of its employees. Employee shall abide by and conform to
those policies.
SECTION 9.02. Employee shall be enrolled in the Employers medical plan
with the costs thereof for Employee paid by Employer, and the cost thereof for
any dependents of Employee enrolled in the plan paid by the Employee.
SECTION 9.03. Employee shall be granted up to 10 days of sick leave
per year, accruing ratably over the term of employment, and. two weeks of paid
vacation per year, accruing ratable during the year, and available to be taken
only after completion of the first six months of employment.
ARTICLE 10. RULES GOVERNING AGREEMENT
SECTION 10.01. Except as expressly provided for herein, nothing in this
agreement shall constitute or be deemed construed to be a waiver or release by
the parties of any rights, claims, causes of action, defenses or offsets against
any other person or entity not a party of this agreement.
SECTION 10.02. The parties agree not to communicate the terms of this
agreement to any person or entity not a party to this agreement, except as
provided in this paragraphThe parties may disclose the terms of this agreement
to their next of kin, attorneys, accountants (to the extent required to comply
with any law or regulation), auditors, law enforcement agencies, governmental
bodies or regulators or tax authorities.
SECTION 10.03. This agreement shall be interpreted and governed by the
laws of the State of California. Venue and jurisdiction for any dispute arising
out of this agreement shall be in the Superior Court of the State of California
for the County of San Mateo.
SECTION 10.04. In the execution of this agreement and the negotiations
leading thereto, each party was offered the opportunity to be represented by
counsel of its own selection during such negotiations. Prior to the execution of
this agreement by each party, the party's attorney, if any retained, reviewed
this agreement and made all desirable changes, and advised the party with
respect to the advisability of executing this agreement. Accordingly, the normal
rule of construction providing that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation or construction
of this agreement.
SECTION 10.05. This agreement, and the language herein, shall be
construed as a whole according to its fair meaning, and not strictly for or
against any of the parties.
SECTION 10.06. This agreement may be executed in counterparts which,
taken together, shall constitute one and the same agreement and shall be
effective as of the date first written above.
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SECTION 10.07. This agreement is the sole, only, entire, and complete
Agreement of the parties relating in any way to the subject matter hereof. No
statements, promises, or representations have been made by any party to another
or are relied upon, and no consideration has been or is offered, promised,
expected, or held out other than that constituted by this agreement. The
conditions precedent to the effectiveness of this agreement exist other than as
may be expressly provided herein. All prior discussions and negotiations have
been and are merged and integrated into and are superseded by this agreement.
This agreement may not be altered, amended or modified except by a writing which
expressly refers to this agreement and is signed subsequent to the execution of
this agreement by the party or parties to any such authorization, amendment or
modification.
SECTION 10.08. This agreement, and each and every portion thereof,
shall be binding on the successors and assigns of the parties hereto, but the
same shall not be assigned by the Employee without written consent of the
Employer.
The parties hereto having first read and understood the foregoing terms
and conditions of this Contract for Employment, executed the same at Foster
City, California.
DATED:
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XXXXXX CRYSTAL, EMPLOYEE
DATED: --------------------- ------------------------
XXXXXXX X. XXXXXXX
Chief Executive Officer
TELEGEN CORPORATION
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