EXHIBIT 10.1
EMPLOYMENT CONTRACT
Environmental Technologies, Inc., (ENTECH) a Nevada Corporation, addressed at:
0000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx, XX 00000, Xxxxxxxx Xxxxxxxx Development
dba CPI Development, a California corporation (" CPI"), 0000 Xxxxxxxxx Xxx,
Xxxxxx Xxxxxxxxx, Xxxxxxxxxx and Xxx Xxxxxxxx ("Christie"), an individual, of
00000 Xxxxxxxxx Xx. Xxxxxx Xxxxxx XX 00000, in consideration of the mutual
promises made herein, agree as follows:
ARTICLE 1. TERM OF EMPLOYMENT
Specified Period
Section 1.01. ENTECH/CPI employs Christie and Christie accepts employment with
ENTECH and CPI for a period of three (3) years beginning on December 15, 2003
terminating on November 30, 2006.
Automatic Renewal
Section 1.02. This agreement shall be renewed automatically for two succeeding
terms of Three (3) years, each unless either party gives notice to the other at
least 180 days prior to the expiration of any term of his or its intention not
to renew.
""Employment Term" Defined
Section 1.03. "Employment term" refers to the entire period of employment of
Christie by ENTECH and CPI, whether for the periods provided above, or whether
terminated earlier as hereinafter provided or extended by mutual agreement
between ENTECH/CPI and Christie.
ARTICLE 2. DUTIES AND OBLIGATIONS OF CHRISTIE
General Duties
Section 2.01. Christie shall serve as the Chief Operating Officer of ENTECH and
President of CPI. In his capacity as Chief Operating Officer of ENTECH and
President of CPI, Christie shall do and perform all services, acts, or things
necessary or advisable, consistent with the normal duties of the chief operating
officer of a company to manage and conduct the business of ENTECH and CPI,
including the hiring and firing of all employees other than the officers of
ENTECH or CPI, subject at all times to the reasonable and prudent policies set
by ENTECH and CPI's Board of Directors, and to the consent of the Board when
required by the terms of this contract.
In addition, throughout the employment term: Matters Requiring Consent
of Board of Directors
Section 2.02. Christie shall not, without specific approval of ENTECH and/or
CPI's Board of Directors, do or contract to do any of the following:
(1) Borrow on behalf of CPI more than set forth in the fiscal budget approved by
the Board of Directors of ENTECH or CPI.
(2) Purchase capital equipment for amounts in excess of the amounts budgeted for
expenditure by the Board of Directors of ENTECH or CPI.
(3) Sell any capital asset of CPI.
(4) Terminate the services of any other officer of CPI or hire any replacement
of any officer whose services have been terminated.
(5) Commit CPI to the expenditure of funds for the development and sale of new
products or services more than set forth in the fiscal budget approved by the
Board of Directors of ENTECH and/or CPI.
Devotion to ENTECH and CPI's Business
Section 2.03. (a) Christie shall devote his entire productive time, ability, and
attention to the business of ENTECH and CPI during the term of this contract.
(b) Christie shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a business,
commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, without the prior written notice to ENTECH or
CPI's Board of Directors. The expenditure of reasonable amounts of time for
outside activities, e.g., educational, charitable, professional or political
activities shall not be deemed a breach of this agreement if those activities do
not materially interfere with the services required under this agreement and
shall not require the prior written notice to ENTECH or CPI's Board of
Directors.
(c) This agreement shall not prohibit Christie from making passive personal
investments or conducting private business affairs if those activities do not
materially interfere with the services required under this agreement. However,
Christie shall not directly or indirectly acquire, hold, or retain any interest
in any business competing with or similar in nature to the business of ENTECH or
CPI.
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Competitive Activities
Section 2.04. (a) During the term of this contract, Christie shall not, directly
or indirectly, either as an employee, 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 ENTECH or CPI.
(b) Christie, subject to receiving compensation as set forth at Paragraph 8.0.5.
in the event of termination, agrees that during the term of this contract and
for a period of Three (3) years after termination of this agreement, Christie
shall not directly or indirectly solicit, hire, recruit, or encourage any other
employee of ENTECH or CPI to leave ENTECH or CPI.
Uniqueness of Christie's Services
Section 2.05. Christie represents and agrees that the services to be performed
under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Christie, therefore, expressly agrees that ENTECH/CPI, in
addition to any other rights or remedies that ENTECH/CPI may possess, shall be
entitled to injunctive and other equitable relief to prevent or remedy a breach
of this contract by Christie.
Indemnification for Negligence or Misconduct
Section 2.06. Christie shall indemnify and hold ENTECH and CPI harmless from all
liability for loss, damage, or injury to persons or property resulting from the
negligence or misconduct of Christie from acts not in the normal course and/or
scope of his duties and activities as an Officer and/or Director of either
ENTECH or CPI.
Trade Secrets
Section 2.07. (a) The parties acknowledge and agree that during the term of this
agreement and in the course of the discharge of his duties hereunder, Christie
shall have access to and become acquainted with financial, personnel, sales,
scientific, technical and other information regarding formulas, patterns,
compilations, programs, devices, methods, techniques, operations, plans and
processes that are owned by ENTECH/CPI, actually or potentially used in the
operation of ENTECH/CPI's business, or obtained from third parties under an
agreement of confidentiality, and that such information constitutes ENTECH/CPI's
"trade secrets."
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(b) Christie specifically agrees that he shall not misuse, misappropriate, or
disclose in writing, orally or by electronic means, any trade secrets, directly
or indirectly, to any other person or use them in any way, either during the
term of this agreement or at any other time thereafter, except as is required in
the course of his employment.
(c) Christie acknowledges and agrees that the sale or unauthorized use or
disclosure in writing, orally or by electronic means, of any of ENTECH/CPI's
trade secrets obtained by Christie during the course of his employment under
this agreement, including information concerning ENTECH/CPI's actual or
potential work, services, or products, the facts that any such work, services,
or products are planned, under consideration, or in production, as well as any
descriptions thereof, constitute unfair competition. Accordingly, Christie
promises and agrees, while ENTECH/CPI or their assigns are not otherwise in
breach of this agreement, not to engage in any such unfair competition with
ENTECH/CPI, either during the term of this agreement or at any other time
thereafter.
Services as Consultant
Section 2.08. Following Christie's retirement, and if the employment term has
not been terminated for cause, Christie shall make his advice and counsel
available to ENTECH and/or CPI for such a period as either may desire. The
parties agree that this advice and counsel shall not entail full time service
and shall be consistent with Christie's retirement status.
Use of Christie's Name
Section 2.09. (a) ENTECH or CPI shall have the right to use the name of Christie
as part of the trade name or trademark of ENTECH or CPI if it should be deemed
advisable to do so, Provided that neither ENTECH nor CPI is not in breach of any
covenant of this agreement. Any trade name or trademark, of which the name of
Christie is a part, that is adopted by ENTECH or CPI during the employment of
Christie may be used thereafter by ENTECH or CPI for as long as ENTECH or CPI
deems advisable.
(b) Christie shall not, during the term of this agreement, use or permit the use
of his name in the trade name or trademark of any other enterprise if that other
enterprise is engaged in a business similar in any respect to that conducted by
ENTECH or CPI, unless that trade name or trademark clearly indicates that the
other enterprise is a separate entity entirely distinct from and not to be
confused with ENTECH or CPI and unless that trade name or trademark excludes any
words or symbols stating or suggesting prior or current affiliation or
connection by that other enterprise with either ENTECH or CPI.
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ARTICLE 3. OBLIGATIONS OF ENTECH/CPI
General Description
Section 3.01. ENTECH/CPI shall provide Christie with the compensation,
incentives, benefits, and business expense reimbursement specified elsewhere in
this agreement. In addition, ENTECH/CPI shall require only those items
consistent with normal duties of the job.
Office and Staff
Section 3.02. ENTECH/CPI shall provide Christie with appropriate office space,
furniture, fixtures, and administrative support suitable to Christie's position
and adequate for the performance of his duties.
Indemnification of Losses of Christie
Section 3.03. ENTECH and CPI shall indemnify Christie for all necessary
expenditures or losses incurred by Christie in direct consequence of the
discharge of his duties on ENTECH and/or CPI's behalf.
ARTICLE 4. OBLIGATIONS OF ENTECH
Issuance of Shares of ENTECH
Section 4.01. Concurrent with the execution of this agreement and as part of the
inducement to enter into this agreement ENTECH shall have issued Million
(1,000,000) additional shares of its stock to Christie. To the extent that such
issuance of shares by ENTECH or transfer can be affected without recognition of
income or other tax to Christie the parties agree to execute such other and
further documents as will affect such non-recognition.
Section 4.02. Concurrent with the beginning of the second year of this contract
and subsequently with each annual renewal of employment, ENTECH shall issue two
hundred thousand (200,000) additional share of its stock to Christie. The shares
shall be subject to registration rights and be free trading with no
restrictions.
ARTICLE 5. COMPENSATION OF CHRISTIE
Annual Salary
Section 5.01. (a) As initial compensation for the services to be performed
hereunder, ENTECH/CPI shall pay Christie a salary at the rate Three Hundred
Thousand ($300,000.00) per annum, payable not less than twice monthly during the
employment term.
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(b) Christie shall receive such annual increases in salary as may be determined
by ENTECH and CPI's Board of Directors in its reasonable discretion on an annual
basis commensurate with Christie's performance and/or attainment of ENTECH/CPI
business objectives and any cost of living increases. In no event, shall any
such increase be less than percentage salary increases received by other persons
similarly employed by CPI/ENTECH (including the members of its board, its
employees, or the employees of its subsidiaries).
Deferred Compensation
Section 5.02. If Christie remains in the employ of ENTECH/CPI until age 65 or on
earlier retirement on mutual written consent of both Christie and ENTECH/CPI,
ENTECH/CPI agrees to pay to Christie additional compensation, commencing with
his first full month of retirement, at the annual rate of 80 percent of the
annual salary which he is receiving at age 65 payable in equal monthly
installments on the last day of each month during Christie's entire lifetime.
Qualified Pension Programs
Section 5.03. Christie shall participate ratably in any qualified pension or
profit-sharing programs of ENTECH/CPI or its successors.
Disability
Section 5.04. If Christie for any reason whatsoever becomes disabled so that he
is unable to perform the duties prescribed herein, ENTECH/CPI agrees to pay
Christie one hundred percent (100%) of Christie's annual salary reduced by the
benefits of any disability insurance policy, payable in the same manner as
provided for the payment of salary herein to the extent not covered by
disability insurance payments set forth in Section 7.06, for the remainder of
the employment term provided for herein.
ARTICLE 6. CHRISTIE INCENTIVES
Incentive Payment Based on Performance
Section 6.01. (a) For each fiscal year of ENTECH/CPI agrees to pay Christie,
within Ninety days (90) days after the end of ENTECH/CPI's fiscal year, an
annual incentive payment based on the profits of ENTECH/CPI.
(b) If the employment term is terminated by ENTECH/CPI for cause, Christie shall
not be entitled to any portion of the annual profit-sharing payment for the
fiscal year in which that termination occurs. However, if this contract should
expire or be terminated for reasons other than cause, Christie shall be entitled
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to a percentage of the annual profit-sharing payment equal to the percentage of
the fiscal year worked.
(c) In no event shall the payment of such a profit-sharing payment be less than
any profit sharing payment, performance incentive, or similar incentive, ratably
determined, paid to other persons similarly employed by CPI or ENTECH (including
the members of its board, its employees, or the employees of its subsidiaries).
Stock Option
Section 6.02, (a) Christie shall be given the option to participate in any stock
option plan offered by ENTECH or CPI during the term of this employment and
thereafter to the extent allowed by the Plan or applicable law
(b) In no event shall the benefit of such a stock option be less than any stock
option or similar incentive, ratably determined, as to other persons similarly
employed by CPI or ENTECH (including the members of its board, its employees, or
the employees of its subsidiaries).
ARTICLE 7. CHRISTIE BENEFITS
Annual Vacation
Section 7.01. Christie shall be entitled to Five (5) weeks vacation time each
year with full pay. If Christie is unable for any reason to take the total
amount of authorized vacation time during any year, he may accrue that time and
add it to vacation time for any following year or may receive a cash payment in
an amount equal to the amount of annual salary attributable to that period or
will not earn vacation time in any subsequent year until the earned vacation
time is used.
Illness
Section 7.02. Christie shall be entitled to ten days (14) per year as sick leave
with full pay.
Use of Automobile
Section 7.03. (a) CPI shall provide Christie with a monthly vehicle allowance of
One Thousand Three Hundred Dollars ($1,300.00).
(b) ENTECH/CPI shall pay all expenses of the automobile including, but not
limited to: maintenance, registration, fuel, repairs and insurance deductibles.
(c) ENTECH/CPI shall procure and maintain an automobile liability insurance
policy on the automobile, with coverage including Christie, Christie's spouse
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and (b) those of his children who qualify as Christie's dependents under Section
152 of the Internal Revenue Code in the minimum amounts of One Million Dollars
($1,000,000.00) for any single occurrence.
(d) If Christie is prohibited by order of any court from holding or using a
driver's license, Christie will no longer be entitled to this benefit.
Medical Insurance Coverage/Payment of Medical Premiums
Section 7.04. (a) ENTECH/CPI agrees to provide Christie with or to include
Christie in full-coverage medical, major medical, hospital, dental, and eye care
insurance. ENTECH/CPI further agrees to reimburse Christie for all medical and
dental expenses incurred by Christie, his spouse, and those of his children who
qualify as his dependents under Section 152 of the Internal Revenue Code of 1986
excepting co-payments or deductibles under such policies.
(b) in no event shall the benefits under such policies of insurance be less than
any less than the coverage afforded to those employed by ENTECH (including the
members of its board, its employees, or the employees of its subsidiaries) or
CPI.
Life Insurance
Section 7.05. (a) Within One Hundred and Eighty (180) days after the execution
of this agreement ENTECH/CPI agrees to obtain a life insurance policy on the
life of Christie in the face amount of One Million Dollars ($1,000,000.00).
ENTECH/CPI further agrees to make that insurance policy payable to the
beneficiary or beneficiaries designated by Christie. ENTECH/CPI agrees to pay
all premiums on the policy during the term of employment provided herein.
(b) Christie agrees to submit to any physical examination that may be required
for the purpose of ENTECH/CPI's obtaining life insurance on the life of Christie
for the benefit of Christie; provided, however, that ENTECH/CPI shall bear the
entire cost of that examination.
Disability Insurance
Section 7.06. To the extent that ENTECH (including the members of its board, its
employees, or the employees of its subsidiaries) or CPI provide Disability
Insurance to any of their employees or directors, similarly employed, ENTECH/CPI
agrees to obtain a policy of disability insurance for the benefit of Christie in
such an amount as will compensate Christie as provided in this agreement in full
in the event of his partial or full disability.
ARTICLE 8. BUSINESS EXPENSES
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Payment of Expenses
Section 8.01. (a) It is understood and agreed by the parties that the services
required by ENTECH and/or CPI will require Christie to incur entertainment
expenses on behalf of ENTECH and/or CPI. ENTECH and CPI hereby agree to and
shall make available to, and/or reimburse Christie for, such amounts as are
reasonably incurred in connection with the business of ENTECH and/or CPI, as the
case may be.
(b) Christie shall, however, furnish to ENTECH and/or CPI adequate records and
other documentary evidence required by federal and state statutes and
regulations for the substantiation of each such expenditure as an income tax
deduction.
Section 8.02. (a) ENTECH and/or CPI, as the case may be, shall promptly
reimburse Christie for all other reasonable business expenses incurred by
Christie in connection with the business of ENTECH or CPI. (b) Each such
expenditure shall be reimbursable only if it is of a nature qualifying it as a
proper deduction on the federal and state income tax return of ENTECH and/or
CPI.
(c) Each such expenditure shall be reimbursable only if Christie furnishes to
ENTECH and/or CPI adequate records and other documentary evidence required by
federal and state statutes and regulations issued by the appropriate taxing
authorities for the substantiation of each such expenditure as an income tax
deduction.
ARTICLE 9. TERMINATION OF EMPLOYMENT Termination for Cause
Section 9.01. (a) ENTECH/CPI may terminate this agreement only if Christie
willfully breaches or habitually neglects the duties which he is required to
perform under the terms of this agreement; or incurably commits the act set for
in Section (d) hereof which would prevent the effective performance of his
duties.
(b) ENTECH/CPI may at its option terminate this agreement for the reasons stated
in this Section by giving written notice of termination to Christie without
prejudice to any other remedy to which ENTECH/CPI may be entitled either at law,
in equity, or under this agreement.
(c) The notice of termination required by this section shall specify the ground
for the termination and shall be supported by a statement of all relevant facts
in justification for the termination.
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(d) Termination under this section shall be considered "for cause" for the
purposes of this agreement.
1. Permanent Disability;
2. The customers, suppliers or financial institutions with which the CPI has
agreements refuse to accept such Shareholder's continued involvement in the
operation of the ENTECH/CPI's business;
3. Habitual on the job drunkenness;
4. Conviction of a crime involving defalcation, dishonesty or theft.
5. Commingling of the ENTECH/CPI's assets with his assets;
6. Acquisition of an interest adverse to that of the ENTECH/CPI;
7. Mismanagement of the assets of the ENTECH/CPI;
8. Taking of unauthorized compensation or perquisites;
9. Failure to act as directed by the ENTECH/CPI unless reasonable cause exists
therefore;
10. Misappropriation or misuse of assets, trade secrets, proprietary customer,
supplier or process information of the ENTECH/CPI; or
11. Failure to obey a court order regarding the ENTECH/CPI and/or its business
affairs.
(e) In the event that ENTECH/CPI desires to terminate Christie for cause and the
breach is curable, Christie shall be given written notice of the intention of
ENTECH/CPI to terminate Christie's employment under this agreement and Christie
shall be given a ninety day (90) period of time to cure the breach as reasonably
required, in which latter case, no termination for cause shall occur.
Termination Without Cause
Section 9.02. (a) This agreement shall be terminated upon the death of Christie.
(b) ENTECH/CPI reserves the right to terminate this agreement not less than
twelve months (12) after Christie suffers any physical or mental disability that
would prevent the performance of his essential job duties under this agreement,
unless reasonable accommodation can be made to allow Christie to continue
working. Such a termination shall be effected by giving Thirty days (30) written
notice of termination to Christie. Termination pursuant to this provision shall
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not prejudice Christie's rights to continued compensation pursuant to Section
5.03 or 9.0.5. of this agreement.
(c) Termination under this section shall not be considered "for cause" for the
purposes of this agreement.
Effect of Merger, Transfer of Assets, or Dissolution
Section 9.03, (a) This agreement shall not be terminated by any merger,
consolidation, reorganization, voluntary or involuntary dissolution of
ENTECH/CPI in which ENTECH/CPI is not the consolidated or surviving corporation,
or a transfer of all, or substantially all, of the assets of ENTECH/CPI.
(b) In the event of any such merger or consolidation or transfer of assets,
ENTECH/CPI's rights, benefits, and obligations hereunder shall be assigned to
the surviving or resulting corporation or the transferee of ENTECH/CPI's assets.
The obligations of ENTECH/CPI shall become the obligations of the surviving or
resulting corporation. The surviving entity shall assume the obligation to
perform under the terms of this contract. Any remaining renewal periods will be
activated upon such merger or consolidation.
(c) It is anticipated that ENTECH will acquire either the outstanding stock of
or business assets of CPL To that extent, ENTECH or surviving company agrees to
assume and guarantee the obligations under this agreement in total.
Payment On Termination
Section 9.04. Notwithstanding any provision of this agreement, if ENTECH/CPI
terminates this agreement, it shall pay Christie an amount equal to his annual
salary at the then current rate of compensation beginning upon the effective
date of termination. ENTECH/CPI further agrees, for three (3) years following
any such termination, to reimburse Christie for all medical and dental expenses
incurred by Christie, his spouse, and those of his children.
Termination by Christie
Section 9.05. (a) Christie may terminate his employment under this agreement for
cause, without affecting the obligations of ENTECH/CPI to pay termination
benefits by giving ENTECH/CPI at least three (3) months notice in advance.
(b) Termination under this section shall be considered "for cause" for the
purposes of this agreement.
1. Bankruptcy of ENTECH/CPI;
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2. The appointment of a receiver or assignment for the benefit of creditors of
ENTECH/CPI;
3, Request by ENTECH/CPI Christie reasonably deems to be illegal or unethical;
4. Conviction of ENTECH/CPI of any misdemeanor which involves dishonesty or
moral turpitude or conviction of a felony;
5. Commingling of the ENTECH/CPI assets with other assets;
6. The making of conflicting or unreasonable demands on Christie;
7. Mismanagement of the assets of the ENTECH/CPI;
8. Professional or personal differences with the Board of Directors of ENTECH.
ARTICLE 10. GENERAL PROVISIONS
Notices
Section 10.01. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change that address
by written notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt; mailed notices
shall be deemed communicated as of the date of mailing.
Mediation
Section 10,02. Any controversy between ENTECH or CPI and Christie involving the
construction or application of any of the terms, provisions, or conditions of
this agreement shall on the written request of either party served on the other,
first be submitted to mediation by a neutral third party upon whom the parties
shall promptly agree. in the event that the parties are unable to agree or
resolve the controversy or dispute through mediation, the parties agree to
submit the matter directly to the Court.
Attorneys' Fees and Costs
Section 10.03. If any legal action is instituted to enforce or interpret the
terms of this agreement, the prevailing party shall be entitled to reasonable
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attorneys' fees, costs, and necessary disbursements in addition to any other
relief to which that party may be entitled, provided that such party first
submitted the issue or controversy to mediation or made written demand therefore
and the other party or parties refuses or fails to submit to mediation within
thirty (30) days after such notice. In determining who is the prevailing party
for purposes of this agreement the Court or arbitrator may, in addition to legal
principals, consider any written offer of compromise made and rejected by a
party, during mediation. Entire Agreement
Section 10.04. This agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
Christie by ENTECH and CPI and contains all of the covenants and agreements
between the parties with respect to that employment in any manner whatsoever.
Each party to this agreement acknowledges that no representation, inducements,
promises, or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement, or promise not contained in this agreement shall be
valid or binding on either party.
Modifications
Section 10.05. Any modification of this agreement will be effective only if it
is in writing and signed by the party to be charged.
Effect of Waiver
Section 10.06, The failure of either party to insist on strict compliance with
any of the terms, covenants, or conditions of this agreement by the other party
shall not be deemed a waiver of that term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.
Partial Invalidity
Section 10.07. If any provision in this agreement is held by a court or
arbitrator of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
Law Governing Agreement
Section 10.08. This agreement shall be governed by and construed in accordance
with the laws of the State of California.
Sums Due Christie's Estate
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Section 10.09. If Christie dies prior to the expiration of the term of his
employment, any sums that may be due him from ENTECH or CPI under this agreement
as of the date of death shall be paid to Christie's executors, administrators,
heirs, personal representatives, successors, and assigns.
Execution page follows
Executed on December 15, 2003 at Rancho Cucamonga, California. CPI Development
By: /s/ signature unreadable
----------------------------
Environmental Technologies, Inc.
By: /s/ signature unreadable
----------------------------
CPI Development
By: /s/ Xxxxxx Xxxxx Xxxxxxxx
----------------------------
Xxxxxx Xxxxx Xxxxxxxx
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