Exhibit 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made on August 1, 2002 by and among QUANTUM
Fuel Systems Technologies World Wide, Inc. ("QUANTUM") and Xxxx Xxxxxxxxxxx
("Employee"). Capitalized terms not otherwise defined in this Agreement shall
have the meanings specified in Section 5 unless the context otherwise requires.
Section 1. EMPLOYMENT.
The Company hereby employs Employee to render services to the Company in an
executive capacity as the President and Chief Executive Officer of QUANTUM.
Employee hereby accepts employment under this Agreement and agrees to
devote his best effort and substantially full tine, attention and energy to the
Company's business. Employee's duties shall include all of the duties normally
associated with the position of chief executive officer and shall include such
other activities, responsibilities and duties as may be reasonably assigned from
time to time by the Board of Directors. The Company, through the Board of
Directors, shall retain full direction and control of the manner, means and
methods by which Employee performs the services for which he is employed
hereunder, provided that Employee's duties and responsibilities shall be of
substantially the same character as, or equivalent to, those performed by a
executive officer.
Section 2. COMPENSATION.
2.1 BASE SALARY. During the Term, QUANTUM will pay Employee a base salary
of $200,000 per year during the first twelve months of the effective date of
this agreement, paid to Employee every two weeks for a total of twenty-six
payments annually pursuant to QUANTUM's normal payroll policy, as modified from
time to time. The annual base salary will be reviewed subject to annual
increases.
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2.2 INCENTIVE COMPENSATION. During the Term, Employee shall be eligible for
an annual cash bonus which shall be payable each year within 100 days following
the end of the Fiscal Year and shall be protected on a daily basis for any
period of the Term which does not include all of a Fiscal Year.
2.3 BENEFITS. During the Term, Employee shall be entitled to the following
fringe benefits:
(a) Except as otherwise specified in this Agreement, the fringe benefits
that the Company makes generally available to its executive officers, which
currently include medical insurance and a Section 401(k) defined contribution
employee savings plan and a deferred compensation plan (unqualified);
(b) Term life Insurance in the face amount of $750,000;
(c) As an addition to the company's standard long-term disability
insurance, the payments will be stepped-up to $10,000 to the expiration of this
contract after a waiting period not in excess of ninety (90) days;
(d) A car allowance of $12000 per year, plus reimbursement of fuel,
maintenance, registration and other expenses, pro rated on a daily basis for any
period of the Term which is less than a full year;
(e) Four (4) weeks of paid vacation each calendar year, pro rated on a
daily basis for any period of the Term which is less than a full year;
(f) Ten (10) days of sick leave each calendar year, pro rated on a daily
basis for any period of the Term which is less than a full year. Unused sick
leave will not be accumulated or carried over nor paid for upon termination of
this Agreement.
(g) Annual Estate Planning Cost
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2.4 BUSINESS EXPENSE REIMBURSEMENT. During the Term, the Company will
reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in
performance of service for the Company under this Agreement (e.g.
transportation. Lodging and food expenses incurred while traveling on Company
business), all subject to such policies and other requirements as the Company
may from time to time establish for its employee generally. Employee shall
maintain such records as will enable the Company to deduct such items as
business expenses when computing its taxes.
2.5 WITHHOLDING. Payment of compensation to Employee will be subject to
withholding of such amounts on account of payroll taxes, income taxes and other
withholding as may be required by applicable law, rule or regulation of any
governmental authority or as consented to by Employee.
Section 3. TERM AND TERMINATION PAYMENTS.
3.1 TERM. Subject to approval of this Agreement by the Board of Directors,
the Term will commence on August 1, 2002, for three (3) consecutive twelve (12)
month periods unless earlier terminated as a result of: (a) Company's
termination of Employee's employment pursuant to Section 3.2; (b) Employee's
resignation of employment pursuant to Section 3.3.
3.2 TERMINATION BY COMPANY. Company may terminate Employee's employment
with or without cause at any time by giving Employee written notice at least
thirty (30) days prior to the effective date of termination; PROVIDED, that if
such termination of employment is effective:
(a) Prior to the expiration of the three year Term, then the Employee shall
be paid for the remaining balance of the contract a lump sum payment equal to
the annual base salary under Section 2.1 plus the additional cash compensation
under Section 2.2 that Employee would have earned for the remaining months
following the effective date of termination of employment, and the benefits
provided pursuant to Section 2.4 shall continue for the
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remaining months of the fiscal year following the effective date of
termination of employment; and
(b) All of the Employee's outstanding incentive stock options, qualified
and non-qualified, will automatically vest.
3.3. TERMINATION BY EMPLOYEE. Employee may resign at any time by giving the
Company written notice at least thirty (30) days prior to the effective date of
such termination. In the event of termination by Employee, Employee shall not be
entitled to any compensation or benefits following the effective date of
termination of employment.
Section 4. CONFIDENTIALITY.
4.1 CONFIDENTIALITY INFORMATION. Employee shall not at any time during the
period of his employment or thereafter, except as required in the course of his
employment with the Company or as authorized in writing by the Board of
Directors, directly or indirectly use, disclose, disseminate or reproduce any
Confidential Information or use any Confidential Information to complete,
directly or indirectly, with the Company. All notes, notebooks, memoranda,
computer program and similar repositories of information containing or relating
in any way to Confidential Information shall be the property of the Company. All
such items made or complied by Employee or made available to Employee during the
Term, including all copies thereof, shall be delivered to the Company by
Employee upon termination of the Term or at any other time upon request of the
Company.
4.2 PROPRIETARY INFORMATION OF OTHERS. Employee will not use in the course
of Employee's employment with the Company, or disclose or otherwise make
available to the Company, any information, documents or other items which
Employee may have received from any prior employer or other person and which
Employee is prohibited from so using, disclosing or making available by reason
of any contract, court order, law or other obligation by which Employee is
bound.
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4.3 EQUITABLE RELIEF. Employee acknowledges that: the provisions of this
Section 4 are essential to the Company; the Company would not enter into this
Agreement if it did not include such provisions; the damages sustained by the
Company as a result of any breach of such provisions cannot be adequately
remedied by damages; and, in addition to any other right or remedy that the
Company may have under this Agreement by law or otherwise, the Company will be
entitled to injunctive and other equitable relief to prevent or curtail any
breach of any such provisions.
Section 5. DEFINITIONS.
Whenever used in this Agreement with initial letters, capitalized, the
following terms will have the following meanings:
"BOARD OF DIRECTORS" means, unless otherwise specified, QUANTUM Fuel
Systems Technologies World Wide Inc.'s Board of Directors.
"CONFIDENTIAL INFORMATION" means information not generally known relating
to the business of the Company or any third party that is contributed to,
developed by, disclosed to, or known to Employee in his course of employment by
the Company, including but not limited to customer lists, specifications, data,
research, test procedures and results, know-how, services used, computer
programs, information regarding past, present and prospective plans and methods
of purchasing, accounting, engineering, business, marketing, merchandising,
selling and servicing used by the Company.
"FISCAL YEAR" means the Company's fiscal year for financial accounting
purposes, which is currently a fiscal year ending on April 30.
"TERM" means the period during which Agreement is in effect as provided in
Section 3.1.
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Section 6. MISCELLANEOUS.
6.1 COMPLIANCE WITH LAWS. In the performance of this Agreement, each party
will comply with all applicable laws, regulations, rules, orders and other
requirements of governmental authorities having jurisdiction.
6.2 NONWAIVER. The failure of any party to insist upon or enforce strict
performance by any other of any provision of this Agreement or to exercise any
right, remedy or provision of this Agreement will not be interpreted or
construed as a waiver or relinquishment to any extent of such party's right to
consent or rely upon the same in that or any other instance; rather the same
will be and remain in full force and effect.
6.3 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement, and
supersedes any and all prior Agreements, between the Company and Employee. No
amendment, modification or waiver of any of the provisions of this Agreement
will be valid unless set forth in a written instrument signed by the party to be
bound thereby.
6.4 APPLICABLE LAW AND VENUE. This Agreement will be interpreted, construed
and enforced in all respects in accordance with the local laws of the State of
California and venue for any action out of this Agreement shall be in Los
Angeles County, California.
6.5 SURVIVAL. Section 4. Together with all other provisions of this
Agreement that may reasonably be interpreted or construed to survive any
termination of the Term, shall survive termination of the Term.
6.6 ATTORNEYS' FEES. In the event any suit or proceeding is instituted by
any party against another arising out of this Agreement, the prevailing party
shall be entitled to recover its attorneys' fees and
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expenses of litigation or arbitration.
6.7 SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement shall remain in full
force and effect.
6.8 HEADINGS. The headings and captions of this Agreement are provided for
convenience only and are not intended to have any effect upon the interpretation
or construction or construction of the Agreement.
6.9 NOTICES. Any notice, request, consent, or approval required or
permitted to be given under this Agreement or pursuant to law shall be
sufficient if in writing, and personally delivered to Employee or by registered
or certified mail to Employee's residence ( as noted in the Company's records),
or if personally delivered to the Company's Corporate Secretary at the Company's
principal office.
QUANTUM Fuel Systems Technologies
World Wide, Inc.
/s/ Xxxx X. Xxxxxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxx
President and CEO Chairman of the Board
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