Contract
THIS
2008
EMPLOYMENT AGREEMENT AND PLAN (“Agreement and Plan”) made and entered into as of
January 15, 2008 by and between Solomon Technologies, Inc. (the “Company”), a
Delaware corporation located at 0000 Xxxx Xxxxxx, Xxxx. X, Xxxx Xxxxxx, XX
00000, and Xxxxxxx X. X’Xxxxxx (the “Employee”).
WITNESSETHTHAT:
WHEREAS,
the Company desires to employ Employee on an at will basis upon and subject
to
the terms herein provided; and
WHEREAS,
Employee is willing to agree to be employed by the Company on an at will basis
upon and subject to the terms herein provided;
NOW,
THEREFORE, in consideration of the premises, the parties hereto covenant and
agree as follows:
1. Employment;
Compensation.
The
Company agrees to employ Employee effective January 2, 2008 as Secretary. The
Company will pay Employee for his services during the term of the Employee’s
employment hereunder as provided in Exhibit
A
hereto.
Capitalized terms not defined herein shall have the meanings ascribed to them
in
Exhibit
A.
2. Office
and Duties.
Employee shall advise the Company principally with respect to (a) strategic
planning for the Company including, but not limited to, acquisitions, and (b)
funding of the Company’s current operations, acquisition opportunities and
strategic plan. In addition, Employee shall advise the Company with respect
to
the its business and operations and shall perform such specific other tasks,
as
may from time to time be assigned to the Employee by the Board of Directors.
Employee shall devote such business time, labor, skill, attention and best
ability to the performance of his duties hereunder in a manner which will
faithfully and diligently further the business and interests of the Company.
3. Expenses.
Employee shall be entitled to reimbursement for expenses incurred by him in
connection with the performance of his duties hereunder upon receipt of vouchers
therefore in accordance with such procedures as the Company has heretofore
or
may hereafter establish.
4. Accrued
Compensation.
The
Company acknowledges that it owes Employee accrued compensation in the aggregate
amount of $93,750 (“Accrued Compensation”) and agrees to pay such amount to
employee as provided in Exhibit
A.
5. Additional
Benefits.
Nothing
herein contained shall preclude Employee, to the extent he is otherwise
eligible, from participation in all group insurance programs or other fringe
benefit plans which the Company may hereafter in its sole and absolute
discretion make available generally to its employees, but the Company shall
be
required to establish or maintain any such program or plan.
6. Termination
of Employment.
Employee’s
employment shall be “at will” and may be terminated by the Company at any time
upon payment of three months Salary.
7.
Notices.
All
notices and other communications under this Agreement and Plan shall be in
writing and may be given by any of the following methods: (a) personal delivery;
(b) facsimile transmission; (c) registered or certified mail, postage prepaid,
return receipt requested; or (d) reputable overnight delivery service. Notices
shall be sent to the appropriate party at its address or facsimile number given
below (or at such other address or facsimile number as specified by notice
given
under this Section
7):
if
to
the Company:
Solomon
Technologies, Inc.
Attention:
Chief Executive Officer
0000
Xxxx
Xxxxxx, Xxxx. X
Xxxx
Xxxxxx, XX 00000
if
to
Employee,
to the
address as set forth on the signature page.
All
such
notices and communications shall be deemed received upon (a) actual receipt
by
the addressee, (b) actual delivery to the appropriate address or (c) in the
case
of a facsimile transmission, upon transmission by the sender and issuance by
the
transmitting machine of a confirmation slip confirming that the number of pages
constituting the notice have been transmitted without error. In the case of
notices sent by facsimile transmission, the sender shall contemporaneously
mail
a copy of the notice to the addressee at the address provided above; however,
that mailing shall not alter the time at which the facsimile notice is deemed
received.
8. Assignability.
In the
event that the Company shall be merged with, or consolidated into, any other
entity, or in the event that it shall sell and transfer substantially all of
its
assets to another entity, the terms of this Agreement and Plan shall inure
to
the benefit of, and be assumed by, the entity resulting from such merger or
consolidation, or to which the Company’s assets shall be sold and transferred.
This Agreement and Plan shall not be assignable by Employee, but it shall be
binding upon, and to the extent provided in Section
6
shall
inure to the benefit of, his heirs, executors, administrators and legal
representatives.
9. Entire
Agreement.
This
Agreement and Plan (which for all purposes shall include Exhibit
A
hereto)
contains the entire agreement between the Company and Employee with respect
to
the subject matter thereof and supersedes any other previous oral or written
agreement relating to the subject matter hereof, and there has been no oral
or
other agreement of any kind whatsoever as a condition precedent or inducement
to
the signing of this Agreement and Plan or otherwise concerning this Agreement
and Plan or the subject matter hereof.
10. Expenses.
Each
party shall pay its own expenses incident to the performance or enforcement
of
this Agreement and Plan, including all fees and expenses of its counsel for
all
activities of such counsel undertaken pursuant to this Agreement and Plan,
except as otherwise herein specifically provided.
11. Waivers
and Further Agreements.
Any
waiver of any terms or conditions of this Agreement and Plan shall not operate
as a waiver of any other breach of such terms or conditions or any other term
or
condition, nor shall any failure to enforce any provision hereof operate as
a
waiver of such provision or of any other provision hereof; provided,
however,
that no
such written waiver, unless it, by its own terms, explicitly provides to the
contrary, shall be construed to effect a continuing waiver of the provision
being waived and no such waiver in any instance shall constitute a waiver in
any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other instances or for all other purposes
to
require full compliance with such provision. Each of the parties hereto agrees
to execute all such further instruments and documents and to take all such
further action as the other party may reasonably require in order to effectuate
the terms and purposes of this Agreement and Plan.
12. Amendments.
This
Agreement and Plan may not be amended, nor shall any waiver, change,
modification, consent or discharge be effected except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
waiver, change, modification, consent or discharge is sought.
13. Severability.
If any
provision of this Agreement and Plan shall be held or deemed to be, or shall
in
fact be, invalid, inoperative or unenforceable as applied to any particular
case
in any jurisdiction or jurisdictions, or in all jurisdictions or in all cases,
because of the conflicting of any provision with any constitution or statute
or
rule of public policy or for any other reason, such circumstance shall not
have
the effect of rendering the provision or provisions in question, invalid,
inoperative or unenforceable in any other jurisdiction or in any other case
or
circumstance or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute or
rule
of public policy, but this Agreement and Plan shall be reformed and construed
in
any such jurisdiction or case as if such invalid, inoperative or unenforceable
provision had never been contained herein and such provision reformed so that
it
would be valid, operative and enforceable to the maximum extent permitted in
such jurisdiction or in such case.
14. Counterparts.
This
Agreement and Plan may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
and
the same instrument, and in pleading or proving any provision of this Agreement
and Plan, it shall not be necessary to produce more than one of such
counterparts.
15. Section
Headings.
The
headings contained in this Agreement and Plan are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement
and Plan.
16. Gender.
Whenever used herein, the singular number shall include the plural, the plural
shall include the singular, and the use of any gender shall include all
genders.
17. Governing
Law.
This
Agreement and Plan shall be governed by and construed and enforced in accordance
with the law (other than the law governing conflict of law questions) of the
State of Connecticut.
IN
WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement and Plan as of the date first above written.
| SOLOMON TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxx | |
|
Xxxxxxxx
X. Xxxxx
Director
and Chairman,
Compensation
Committee
|
||
|
EMPLOYEE
|
||
| |
|
|
| /s/ Xxxxxxx X. X’Xxxxxx | ||
|
Xxxxxxx
X. X’Xxxxxx
|
||
|
Address
c/o
JMC Venture Partners
0
Xxxxxx Xxxxxx
0xx
Xxxxx
Xxxxxx,
XX 00000
|
||
Exhibit
A
This
Exhibit
A
constitutes an integral part of the 2008 Employment Agreement and Plan
(“Agreement and Plan”) between Solomon Technologies, Inc. (the “Company”) and
Xxxxxxx X. X’Xxxxxx (“Employee) dated January 11, 2007.
Commencing
as of January 2, 2008, the Company will pay compensation to Employee during
the
term of the Agreement and Plan or as otherwise set forth herein:
1.
Salary.
For each
payroll period of the Company that the Employee remains employed by the Company,
the Company will pay Employee for his services a Salary at an annual rate of
$150,000, payable in arrears in equal installments in accordance with standard
Company practice, subject only to such payroll and withholding deductions as
are
required by law.
2. Accrued
Compensation.
The
Company shall pay Employee the Accrued Compensation at the rate of $4,230 per
biweekly payroll period until such amount has been reduced to zero.
3. Payment
in Shares of Common Stock.
Whenever in the opinion of the Chief Financial Officer of the Company that
there
is insufficient cash available to pay the Salary or Accrued Compensation, or
both, in whole or in part, the Salary and Accrued Compensation or any portion
thereof shall be paid in Shares registered on Form S-8 or equivalent at a value
equal to their closing price on each Valuation Date, provided
that
if as of
a Salary payment date, the Company is prohibited from filing a Form S-8 or
its
equivalent due to a third party loan covenant or agreement the Company has
with
such third party lender in effect as of such Salary payment date, then the
Shares otherwise due the Employee on such Salary payment date shall not be
paid
to him on such date and instead shall be paid to him in the aggregate in a
lump
sum payment of Shares on the date the Company is able to file a Form S-8 or
its
equivalent that will allow for said payments to him, provided
further
that in
any such event, the number of Shares to be issued and paid to the Employee
shall
be determined by reference to the Valuation Date that would have applied had
no
prohibition so existed. The Valuation Date shall be the last day in which Shares
traded preceding the current Salary payment date.
4.
2008
Bonus.
The
Company agrees with Employee that a bonus for 2008 will be negotiated and agreed
to for Employee no later than March1, 2008.
