Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of December 1, 2008, by
and between Westbridge Research Group, a California corporation (the "Company"),
and Xxxxxxxxx Xxxxxxxxx, an individual ("Executive"), with reference to the
following facts:
A. Executive currently serves as President, Secretary and Chief
Financial Officer of Company.
B. Company and Executive desire to continue the employment of Executive
as President, Secretary and Chief Financial Officer of Company for a term of
years and on certain other terms as stated herein.
NOW, THEREFORE, in consideration of the foregoing facts and the mutual
agreements set forth below, the parties agree as follows:
1. EMPLOYMENT; TERM. Company hereby employs Executive, and Executive
hereby accepts employment as President, Secretary and Chief Financial Officer of
the Company, for a period commencing December 1, 2008 and ending November 30,
2011 (the "Term of Employment"). Executive also will serve in the same capacity
for Westbridge Agricultural Products at no additional consideration.
2. DUTIES
2.1 Executive's duties shall include the responsibilities of
the President, Secretary and Chief Financial Officer of Company and, subject to
control of the Board of Directors, to generally supervise, direct and control
the business of Company. Executive shall also have the general powers and duties
of management usually vested in the office of the President, Secretary and Chief
Financial Officer of a corporation and shall have such other similar powers and
duties as from time to time may be prescribed by the Board of Directors or the
Bylaws.
2.2 Executive shall devote substantially all of her productive
time and her best efforts, knowledge, and skill to the operation, promotion, and
advancement of Company's business, and to the proper and efficient discharge of
her duties as described herein. Executive further covenants and agrees that she
will not, directly or indirectly, engage or participate in any activities at any
time during the term of her employment in conflict with the best interest of
Company.
2.3 During the term of this Agreement, Executive will not
directly compete with the Company's business, whether alone, as a partner, or as
an officer, director, executive, or shareholder of any other corporation, or as
a trustee, a fiduciary, or other representative of any other entity which is in
direct competition with the Company.
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3. COMPENSATION
3.1 SALARY AND BENEFITS. Company shall pay Executive a salary
of $135,000 per annum ("Base Salary"), which shall be payable in the intervals
consistent with the Company's normal payroll schedules. The Base Salary will be
reviewed annually by the Board of Directors or the Board's Compensation
Committee, but in no event may the Base Salary be reduced by more than ten
percent (10%) in any year without the written agreement of Executive.
3.2 BONUS. See EXHIBIT "A".
3.3 OPTIONS. See EXHIBIT "B".
3.4 TAXES. All compensation will be subject to the customary
withholding tax and other employment taxes as required with respect to
compensation paid by an employer to an Executive.
4. BENEFITS
4.1 Executive shall be entitled to normal executive medical,
dental, long-term disability, and life insurance as the Company may have in
place from time to time. The Company will pay for the medical and dental
insurance coverage of Executive's dependents if such payment is in accordance
with Company's policy.
4.2 Executive shall be entitled to such vacation and personal
leave time as permitted by the Company pursuant to its policies. The timing and
duration of any vacation shall be subject to the prior written notice to the
Board of Directors.
4.3 Executive shall be eligible to participate in and be
covered by any pension, insurance, reimbursement, supplemental disability, and
other plans maintained by the Company from time to time.
4.4 The Company shall pay on Executive's behalf or reimburse
Executive for reasonable expenses incurred in connection with her employment
including any business travel, dues, cost of attending industry conventions,
meetings, and entertainment expenses for entertainment aiding the development of
the Company. Executive agrees to submit receipts and other documentation to
support the above expenses as a condition of reimbursement therefore.
4.5 If this Agreement is terminated other than by the death of
Executive, Executive shall have the right to assume the key-person insurance
policy that the Company has in place, if any.
4.6 During the term of this Agreement, the Company shall
reimburse Executive an amount of up to $2,500 for legal expenses and other
expenses incurred by Executive in her estate planning.
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5. TERMINATION
5.1 Executive may voluntarily terminate her employment upon
giving to Company not less than one hundred twenty (120) days written notice of
Executive's intention to do so.
5.2 This Agreement shall terminate upon the earlier of date of
death, the date when Executive becomes "completely disabled" as that term is
defined in Section 6 below, the expiration of the Term of Employment, or as
otherwise permitted by law. In the event of death or disability, the Company
shall continue Executive's salary for six (6) months from the date of death or
complete disability. In the event of complete disability, the amount of salary
continuation shall be reduced by the amount of any disability payments made to
Executive under the Company's insurance policy. In addition, any stock options
granted to Executive prior to death or complete disability which would normally
vest during the twelve (12) months following such death or disability shall vest
and may be exercised in accordance with the term of the options.
5.3 The Company may terminate this Agreement for cause during
the Term of Employment by written notice given to Executive, effective
immediately or any later date specified by Company, in any of the following
events:
(a) conviction in a court of competent jurisdiction
regarding any violation of law or regulation by Executive which affects
adversely the ability of Executive to perform her duties, obligations and
responsibilities herein or the good name, goodwill or reputation of Company,
(b) the failure of Executive to carry out the
reasonable directions of Company's Board of Directors, or
(c) for any reason specified in California Labor Code
Section 2924, a copy of which is attached hereto as EXHIBIT "C".
There shall be no severance pay in the event of
termination for cause.
6. DEATH OF DISABILITY DURING TERM OF EMPLOYMENT. The term "completely
disabled" as used herein shall mean the inability of the Executive to perform
her duties hereunder for the reason that she has become permanently disabled
within the meaning of any policy of disability income insurance covering
Executives of the Company then in force. In the event the Company has no policy
of disability income insurance covering the executives of the Company in force
when Executive becomes disabled, the term "completely disabled" shall mean the
inability of Executive to perform her duties hereunder by reason of any
incapacity, physical or mental, which the Board of Directors of the Company,
based upon medical advice or opinion provided by a licensed physician acceptable
to said Board of Directors of the Company, determines to have incapacitated
Executive from satisfactorily performing all of her usual services for the
Company during the foreseeable future, taking into account the essential
functions of Executive's position and the existence of reasonable accommodation,
if any, to permit Executive to perform these duties. The action of said Board of
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Directors shall be final and binding and the date such action is taken shall be
the date of such complete disability for purposes of termination of this
Agreement.
7. EXECUTIVE'S DUTIES ON TERMINATION. Upon termination of this
Agreement, Executive shall deliver promptly to the Company all equipment,
notebooks, property, documents, memoranda, reports, files, books,
correspondence, lists, or other written or graphic records and the like,
relating to the Company's business, which are or have been in Executive's
possession or under her control.
8. CHANGE IN CONTROL
(a) For purposes of this Agreement, a "Change in Control" of
the Company shall mean an event or series of events of a nature that at such
time (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the "beneficial
owner" (as determined under Rule 13d of such Act) directly or indirectly, of
voting securities of the Company representing fifty percent (50%) or more of the
Company's outstanding voting securities or right to acquire such securities, or
(ii) a plan of reorganization, merger, consolidation, sale of all or
substantially all of the assets of the Company or similar transaction occurs in
which the Company is not the resulting entity.
(b) If a Change in Control has occurred, Executive shall be
entitled to the benefits provided in Subsections (c) and (d) below, upon
Executive's subsequent termination of regular employment within twenty-four (24)
months following the Change in Control due to (i) termination of Executive's
employment (other than termination for cause as set forth in Section 5.3 of the
Agreement) or (ii) Executive's resignation following any material adverse change
in or loss of title, office or significant authority or responsibility, material
reduction in Base Salary or benefits (excluding bonus) or relocation of the
Executive's principal place of employment by more than twenty (20) miles from
its location at the time of the Change in Control.
(c) Upon Executive's entitlement to benefits under Subsection
(b), (i) the Company shall pay Executive, or in the event of Executive's
subsequent death or disability, Executive's beneficiaries, estate or other
representative, a sum equal to three (3) full years Base Salary, less all
required and applicable withholding regardless of the remaining term under the
Agreement; and (ii) any unvested stock options and related rights shall
immediately vest and shall be exercisable for a period of three (3) years from
the date of termination. The amount referenced in (i) above, shall be paid in a
lump sum due within ten (10) days of the date of termination or resignation.
(d) Upon the occurrence of a Change in Control followed by
Executive's termination of employment or resignation (other than termination of
cause), the Company and its successors or assigns shall cause to be continued
life, medical and disability coverage substantially identical to the coverage
maintained by the Company for Executive prior to Executive's termination or
resignation. Such coverage and payment shall cease upon the expiration of twelve
(12) full calendar months from the date of termination or resignation. Nothing
in this provision is intended to restrict or limit Executive's rights under the
Consolidated Omnibus Budget Reconciliation Act, commonly known as COBRA.
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(e) In the event that any amount due hereunder constituters an
"excess parachute payment" as defined in Section 280G of the Internal Revenue
Code of 1985, the Company and Executive shall meet in good faith to minimize the
adverse tax consequences to Executive.
9. CONFIDENTIALITY AGREEMENT AND FUTURE INVENTIONS. Executive has
previously executed a Proprietary Information and Inventions Agreement dated
___________, which shall remain in full force and effect.
10. ASSIGNMENT AND BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of Executive and Executive's heirs, executors,
administrators and legal representatives. Neither this Agreement nor the rights
or obligations hereunder shall be assignable by Executive. The rights and
obligations hereunder shall inure to the benefit of and be binding upon the
successors, assigns, and legal representatives of the Company.
11. NOTICES. All notices or demands of any kind required or permitted
to be given by the Company or Executive hereunder shall be given in writing and
shall be delivered personally (and receipted for) or mailed by certified mail,
return receipt requested, postage prepaid, as follows:
If intended for the Company: Westbridge Research Group
0000 Xxxxxxx Xxxxxxx
Xxxxx, XX 00000-0000
Attn: Chairman
If intended for the Executive: Xxxxxxxxx Xxxxxxxxx
________________________
________________________
Any such written notice shall be deemed received when personally delivered (and
receipted for) or on the fourth (4th) day following its deposit in the United
States Mail, as specified herein. Any Party may change the address to which
notice is intended for it; such change of address shall be sent by a notice to
the other party given in the manner specified in this section.
12. CHOICE OF LAW. This Agreement shall be construed and interpreted
in accordance with the laws of the State of California.
13. INTEGRATION. This Agreement contains the entire agreement of the
parties and cannot be amended or modified except by written agreement between
Executive and the Company.
14. WAIVER. No term or condition of this Agreement or the breach
thereof shall be deemed waived, except by written consent of the Party against
whom the waiver is claimed and any waiver or any condition or breach shall not
be deemed to be a waiver of any preceding or succeeding breach of the same or
any other covenant, term or condition.
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15. SEVERABILITY. The unenforceability, invalidity, or illegality of
any provision in this agreement shall not render any other provision in this
Agreement unenforceable, invalid, or illegal.
16. INTERPRETATION; CONSTRUCTION. The captions of the sections of this
Agreement are for convenience only and shall not be deemed to be relevant in
resolving any question of interpretation or construction of this Agreement. This
Agreement shall not be interpreted for or against any party on the basis that a
Party drafted the Agreement or caused it to be drafted.
17. REPRESENTATIONS AND WARRANTIES. Executive represents and warrants
that she is not restricted or prohibited, contractually or otherwise, from
entering into and performing each of the terms and covenants contained in this
Agreement, and that her execution and performance of this Agreement is not a
violation or breach of any other agreement between Executive and any other
person or entity.
18. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement or the breach thereof, the employment of Executive by the
Company, or relating to the termination of that employment, including all claims
in tort or contract, pursuant to statute or otherwise, and including any claim
as to the arbitrability of any claim or controversy and any claim for
rescission, shall be settled by binding arbitration before a single, neutral
arbitrator in San Diego County, California by the American Arbitration
Association under its National Rules for the Resolution of Employment Disputes.
The arbitrator shall have power to interpret this Agreement, but shall have no
power to alter or amend this Agreement. The arbitrator may award his/her fees,
the costs or arbitration, and attorney's fees. Judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof;
provided, however, that the Company may pursue equitable remedies, including
injunctive relief, against the breach of any such term or in aid of the exercise
of any power granted in this Agreement, or any combination thereof, in any court
having jurisdiction thereof, without resort to arbitration.
19. LEGAL COUNSEL. Executive acknowledges that she has the right and
opportunity to seek the advice of independent counsel of Executive's own
choosing with respect to Executive's legal rights and obligations and the legal
effect of this Agreement. Executive further acknowledges that she has either
sought or declined to seek the advice of legal counsel and that Executive has
read the Agreement and is fully aware of the contents thereof and its meaning
and legal effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
The Company: Executive:
Westbridge Research Group,
a California corporation /s/ Xxxxxxxxx Xxxxxxxxx
------------------------
Xxxxxxxxx Xxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, Chairman
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EXHIBIT "A"
BONUS
To be determined by the Board of Directors, or a committee thereof, at its sole
discretion.
EXHIBIT "B"
OPTIONS
None
EXHIBIT "C"
CALIFORNIA LABOR CODE SECTION 2924 - EMPLOYMENT FOR SPECIFIED TERM: GROUNDS FOR
TERMINATION BY EMPLOYER
An employment for a specified term may be terminated at any time by employer in
case of any willful breach of duty by the Executive in the course of his
employment, or in the case of his habitual neglect of his duty or continued
incapacity to perform it.
