EXHIBIT 10.17
TUTUM CFO PARTNERS, LLP
(LOGO)
Employment Agreement
November 7, 2003
Xxxxxxx X. Xxxxxxxx
000 Xxxxxxx Xx
XxXxxx, Xxxxx 00000
Dear Xxxx:
This letter will serve as the entire agreement between Crdentia Corporation
(the "Company") and you, Xxxxxxx X. Xxxxxxxx (the "Employee"), with
respect to your employment with the Company.
1. Term
The Employee will work 3 days per week, beginning on November 7, 2003 (the
"Beginning Date"). As an employee of the Company you will serve as its
Chief Financial Officer and perform such services as are customary for an
individual having such title and holding such position.
2. Salary
The Employee will be paid a bi-weekly salary (the "Salary") of $7,200.
Salary for any portion of a month will be prorated based upon the number of
normal workdays remaining in the month. The Salary rate for each additional
day beyond the designated number of days per week is $1,200. The Salary
will be subject to increase by the Company from time to time. The Salary
will be processed through payroll and paid at the same time as other
employees.
3. Incentive Bonus and Equity Participation
This section is not applicable.
4. Xxxxx Resources
The Company acknowledges and agrees that the Employee is and will remain a
partner of, and has and will retain an interest in, Xxxxx CPO Partners, LLP
("Xxxxx"), which will benefit the Company in that the Employee will have
access to certain Xxxxx resources. The Company further acknowledges and
agrees that the Employee has requested that a portion of his or her Salary
and bonuses be allocated to Xxxxx as compensation for Xxxxx'x provision of
resources to the Employee as provided in the Resources Agreement between
the Company and Xxxxx, dated on or about the date of this agreement (the
"Resources Agreement"). After allocation of a portion of the Salary to
Xxxxx, the Employee will be paid $6,000 bi-weekly. The Company and the
Employee agree that any payments made to Xxxxx will reduce the Employee's
compensation for purposes of determining taxable income and should not be
reflected as compensation in the Employee's W-2 report.
TUTUM CFO PARTNERS, LLP
(LOGO)
5. Employee Benefits
The Employee will be eligible for vacation and holidays consistent with the
Company's policy as it applies to senior management.
The Company will reimburse the Employee for all out-of-pocket business
expenses promptly after they are incurred.
The Employee may elect to participate in the Company's employee retirement
plan and/or 401 (k) plan, and the Employee will be exempt from any delay
periods required for eligibility.
In lieu of the Employee participating in the Company-sponsored employee
medical insurance benefit and disability plans, the Employee will
participate in Xxxxx'x group plans as a partner of Xxxxx, and the Company
will pay the Employee an amount equal to the costs that would normally be
incurred by the Company for the Employee's participation in the Company's
plans. Such payment will be made at least monthly as an expense
reimbursement and not part of employee compensation. Notwithstanding the
above, the Company may include the Employee as a participant in the
Company's own disability plan or other benefit plans if such plans are not
provided by Xxxxx.
The Employee must receive written evidence that the Company maintains
adequate director and officer insurance to cover the Employee at no
additional cost to the Employee, and the Company will maintain such
insurance at all times while this agreement remains in effect.
The Company agrees to indemnify the Employee to the full extent permitted
by law for any losses, costs, damages, and expenses, including reasonable
attorneys' fees, as they are incurred, in connection with any cause of
action, suit, or other proceeding arising in connection with Employee's
employment with the Company including, but not limited to, indemnification
for deductibles on insurance policies
6. Confidentiality
The Employee acknowledges that, in the course of the Employee's employment
with the Company, the Employee will be making use of, acquiring, and adding
to the Company's confidential and proprietary information, including without
limitation any of the following: trade secrets, information about the
business of the Company, manufacturing and engineering processes, actual and
proposed product information and processes, information concerning product
development, manufacture, marketing, distribution, customer, and customer
requirements, financial requirements, future business plans, confidential
records, and costs and pricing information of the Company or any of its
subsidiaries (hereinafter referred to as the "Proprietary Information");
provided, however, that Proprietary Information will not include information
(i) that was in the public domain at the time it was disclosed to the
Employee or subsequently becomes in the public domain other than as a result
of a disclosure by the Employee in violation of this agreement; (ii) that
was received by the Employee from a third party not known by the Employee
to have acquired it in violation of a confidentiality agreement with the
Company or its employees or agents, or from a third party not known by the
Employee to have otherwise been prohibited from transmitting the information
to the Employee by a contractual, legal, or fiduciary obligation of
confidence to the Company; (iii) that the Employee and the Company agree in
writing prior to its disclosure is not confidential; (iv) disclosed in
response to a valid order by a court or other governmental body, provided
the Employee furnished the Company with prior written notice of the
disclosure in order to permit the Company to seek confidential treatment of
such information; or (v) that consists of material provided by Xxxxx
pursuant to the Resources Agreement.
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TUTUM CFO PARTNERS, LLP
(LOGO)
The Employee will not, for any purpose whatsoever, other than to the extent
necessary to render services to the Company in connection with Xxxxx'x
services under the Resources Agreement, or as required by law, directly or
indirectly divulge or disclose to any individual or entity any of the
Proprietary Information that was obtained by the Employee as a result of
the Employee's employment with the Company but will hold all of the same
confidential and inviolate for a period of five (5) years following the
termination or expiration of this agreement.
The Employee agrees that all Proprietary Information consisting of records,
reports, notes, compilations, or other recorded matter, and copies or
reproductions thereof made or received by the Employee, are and will be the
Company's exclusive property, and the Employee will surrender the same to
the Company within five (5) business days of receiving a request therefor
or certify that the same have been destroyed.
The Employee acknowledges that a breach by the Employee of the provisions
of Sections 6 of this agreement cannot reasonably or adequately be
compensated in damages in an action at law; and that such a breach by the
Employee will cause the Company irreparable injury and damage. By reason
thereof, the Company will be entitled to seek preliminary and permanent
injunctive and other equitable relief to prevent or curtail any breach by
the Employee of Section 6.
7. Termination
The Company may terminate the Employee's employment for any reason upon at
least 30 days' prior written notice to the Employee, such termination to be
effective on the date specified in the notice, provided that such date is
no earlier than 30 days from the date of delivery of the notice. Likewise,
the Employee may terminate his or her employment for any reason upon at
least 30 days' prior written notice to the Company, such termination to be
effective on the date 30 days following the date of the notice. The
Employee will continue to render services and to be paid during such 30-day
period, regardless of who gives such notice. The Employee may terminate
this letter agreement immediately if the Company has not remained current
in its obligations under this letter or if the Company engages in or asks
the Employee to engage in or to ignore any illegal or unethical conduct.
This agreement will terminate immediately upon the death of the Employee.
The Salary will be prorated for the final pay period based on the number of
days in the final pay period up to the effective date of termination or
expiration.
8. Miscellaneous
This agreement contains the entire agreement between the parties,
superseding any prior oral or written statements or agreements.
Neither the Employee nor the Company will be deemed to have waived any
rights or remedies accruing under this agreement unless such waiver is in
writing and signed by the party electing to waive the right or remedy.
This agreement binds and benefits the successors of the parties.
The provisions in this agreement concerning the payment of Salary and
Bonuses and confidentiality will survive any termination or expiration of
this agreement.
Neither party will be liable for any delay or failure to perform under this
Agreement (other than with respect to payment obligations) if and to the
extent such delay or failure is a result of an act of God, war,
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TUTUM CFO PARTNERS, LLP
(LOGO)
earthquake, civil disobedience, court order, labor dispute, or other cause
beyond such party's reasonable control.
The terms of this letter agreement are severable and may not be amended
except in a writing signed by the parties. If any portion of this agreement
is found to be unenforceable, the rest of this agreement will be
enforceable except to the extent that the severed provision deprives either
party of a substantial portion of its bargain.
This agreement will be governed by and construed in all respects in
accordance with the laws of the State of Texas, without giving effect to
conflicts-of-laws principles.
Each person signing below is authorized to sign on behalf of the party
indicated, and in each case such signature is the only one necessary.
Please sign below and return a signed copy of this letter to indicate your
agreement with its terms and conditions.
Sincerely yours,
Crdentia Corporation
By: /s/ Xxx Xxxxxxxx
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Signature
Name: Xxx Xxxxxxxx
Title: President
Acknowledged and agreed by:
/s/ Xxxxxxx X. Xxxxxxxx
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(Signature)
Xxxxxxx X. Xxxxxxxx
------------------------
(Print name)
Date: 11/7/03
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