EXHIBIT 10.2
XXXXXX XXXXXX
(CHIEF FINANCIAL OFFICER)
EMPLOYMENT AGREEMENT
This Xxxxxx Xxxxxx Employment Agreement ("Agreement") is made and effective this
6/01/03, by and between Verdisys, Inc. ("Verdisys") and Xxxxxx Xxxxxx, Chief
Financial Officer ("CFO").
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT.
Verdisys hereby agrees to employ Xxxxxx Xxxxxx as its (CFO) and Xxxxxx Xxxxxx
hereby accepts such employment in accordance with the terms of this Agreement
and the terms of employment applicable to regular employees of Verdisys. In the
event of any conflict or ambiguity between the terms of this Agreement and terms
of employment applicable to regular employees, the terms of this Agreement shall
control. Election or appointment of Xxxxxx Xxxxxx to another office or position,
regardless of whether such office or position is inferior to Xxxxxx Xxxxxx'
initial office or position, shall not be a breach of this Agreement.
2. DUTIES OF XXXXXX XXXXXX.
The duties of Xxxxxx Xxxxxx shall include the performance of all of the duties
typical of the office held by CFO as described in the bylaws of the Verdisys and
such other duties and projects as may be assigned by a superior officer of the
Verdisys, if any, or the board of directors of the Verdisys. Xxxxxx Xxxxxx shall
devote his entire productive time, ability and attention to the business of the
Verdisys and shall perform all duties in a professional, ethical and
businesslike manner. Xxxxxx Xxxxxx will not, during the term of this Agreement,
directly or indirectly engage in any other business, either as an employee,
employer, consultant, principal, officer, director, advisor, or in any other
capacity, either with or without compensation, without the prior written consent
of Verdisys.
3. COMPENSATION.
Xxxxxx Xxxxxx will be paid compensation during this Agreement as follows:
A. A base salary of $150,000.00 year one, $180,000.00 year two and $210,000.00
year three payable in installments according to the Verdisys' regular payroll
schedule. The anniversary for these salary schedule increases will be fiscal
year end of each year.
B. A Management By Objectives (MBO) plan will be made available as additional
incentive salary in a separate agreement.
C. Stock Options. Options for 500,000 shares of common stock with a $0.10 per
share strike price to transfer over the term of this agreement (these options
will be in addition to option agreements already previously in force). All stock
options will have an exercise period of 60 months from origination of documents.
In the event Verdisys is acquired, or
is the non-surviving party in a merger, or sells all or substantially all of its
assets, said options will be immediately accelerated to full vesting
availability.
4. BENEFITS.
A. Holidays. Xxxxxx Xxxxxx will be entitled to at least 14 paid holidays each
calendar year and 10 personal days. Verdisys will notify Xxxxxx Xxxxxx on or
about the beginning of each calendar year with respect to the holiday schedule
for the coming year. Personal holidays, if any, will be scheduled in advance
subject to requirements of Verdisys. Such holidays must be taken during the
calendar year and cannot be carried forward into the next year. Xxxxxx Xxxxxx is
not entitled to any personal holidays during the first six months of employment.
B. Vacation. Xxxxxx Xxxxxx shall be entitled to 20 days paid vacation each year.
Accruing annually if not used to a maximum of 60 days over the period of this
contract.
C. Sick Leave. Xxxxxx Xxxxxx shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Verdisys. Additional sick
leave or emergency leave over and above paid leave provided by the Verdisys, if
any, shall be unpaid and shall be granted at the discretion of the board of
directors.
D. Medical and Group Life Insurance. Verdisys agrees to include Xxxxxx Xxxxxx in
the group medical and hospital plan of Verdisys and provide group life insurance
for Xxxxxx Xxxxxx at no charge to Xxxxxx Xxxxxx in the amount of $1,000,000.00
during this Agreement. Xxxxxx Xxxxxx shall be responsible for payment of any
federal or state income tax imposed upon these benefits.
E. Automobile. Verdisys will provide to Xxxxxx Xxxxxx the use of an automobile
of Xxxxxx Xxxxxx'x choice at a gross purchase price not to exceed $45,000.00.
Verdisys agrees to replace the automobile with a new one at Xxxxxx Xxxxxx'x
request no more often than once every two years. Verdisys will pay all
automobile operating expenses incurred by Xxxxxx Xxxxxx in the performance of
Verdisys duties. Verdisys will procure and maintain in force an automobile
liability policy for the automobile with coverage, including Xxxxxx Xxxxxx, in
the minimum amount of $1,000,000 combined single limit on bodily injury and
property damage.
F. Pension and Profit Sharing Plans. Xxxxxx Xxxxxx shall be entitled to
participate in any pension or profit sharing plan or other type of plan adopted
by Verdisys for the benefit of its officers and/or regular employees.
G. Expense Reimbursement. Xxxxxx Xxxxxx shall be entitled to reimbursement for
all reasonable expenses, including travel and entertainment, incurred by Xxxxxx
Xxxxxx in the performance of Xxxxxx Xxxxxx' duties. Xxxxxx Xxxxxx will maintain
records and written receipt as required by the Verdisys policy and reasonably
requested by the board of directors to substantiate such expenses.
5. TERM AND TERMINATION.
A. The Initial Term of this Agreement shall commence on 6/01/03 and it shall
continue in effect for a period of 36 months. Thereafter, the Agreement shall be
renewed upon the mutual agreement of Xxxxxx Xxxxxx and Verdisys. This Agreement
and Xxxxxx Xxxxxx' employment may be terminated at Verdisys' discretion during
the Initial Term, provided that Verdisys shall pay to Xxxxxx Xxxxxx an amount
equal to payment of Xxxxxx Xxxxxx base salary rate for the remaining period of
Initial Term, plus an amount equal to 150% of Xxxxxx Xxxxxx annual base salary.
In the event of such termination, Xxxxxx Xxxxxx shall not be entitled to any
incentive salary payment or any other compensation then in effect, prorated or
otherwise.
B. This Agreement and Xxxxxx Xxxxxx'x employment may be terminated by Verdisys
at its discretion at any time after the Initial Term, provided that in such
case, Xxxxxx Xxxxxx shall be paid 150% of Xxxxxx Xxxxxx'x then applicable annual
base salary.
C. This Agreement may be terminated by Xxxxxx Xxxxxx at Xxxxxx Xxxxxx'
discretion by providing at least thirty (30) days prior written notice to
Verdisys. In the event of termination by Xxxxxx Xxxxxx pursuant to this
subsection, Verdisys may immediately relieve Xxxxxx Xxxxxx of all duties and
immediately terminate this Agreement, provided that Verdisys shall pay Xxxxxx
Xxxxxx at the then applicable base salary rate to the termination date included
in original termination notice.
D. In the event that Xxxxxx Xxxxxx is in breach of any material obligation owed
Verdisys in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of Verdisys, or is convicted of any criminal act or
engages in any act of moral turpitude, then Verdisys may terminate this
Agreement upon five (5) days notice to Xxxxxx Xxxxxx. In event of termination of
the agreement pursuant to this subsection, Xxxxxx Xxxxxx shall be paid only at
the then applicable base salary rate up to and including the date of
termination. Xxxxxx Xxxxxx shall not be paid any incentive salary payments or
other compensation, prorated or otherwise.
E. In the event Verdisys is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not be
terminated and Verdisys agrees to use its best efforts to ensure that the
transferee or surviving entity is bound by the provisions of this Agreement.
6. NOTICES.
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Verdisys: If to Xxxxxx Xxxxxx:
00000 X-00 Xxxxx., Xxxxx 000 000 Xxxxxxxxx Xxxx
Xxx Xxxxxxxxx, XX 00000 Xxxxxxx, Xx. 00000
7. FINAL AGREEMENT.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only be a further
writing that is duly executed by both parties.
8. GOVERNING LAW.
This Agreement shall be construed and enforced in accordance with the laws of
the state of California.
9. HEADINGS.
Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
10. NO ASSIGNMENT.
Neither this Agreement nor any or interest in this Agreement may be assigned by
Xxxxxx Xxxxxx without the prior express written approval of Verdisys, which may
be withheld by Verdisys at Verdisys' absolute discretion.
11. SEVERABILITY.
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
12. ARBITRATION.
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. Any such arbitration shall be
conducted in California, or such other place as may be mutually agreed upon by
the parties. Within fifteen (15) days after the commencement of the arbitration,
each party shall select one person to act arbitrator, and the two arbitrators so
selected shall select a third arbitrator within ten (10) days of their
appointment. Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
VERDISYS, INC. XXXXXX XXXXXX
_______________________ _____________________________
