Exhibit 99.2
INGEN TECHNOLOGIES, INC.
XXXXX SAND
EMPLOYMENT AGREEMENT
This Agreement is dated this 21st day of September, 2006 by and between
XXXXX X. SAND ("SAND") and Ingen Technologies, Inc. ("INGEN"), and is
hereinafter referred to as the "Agreement."
I
RECITALS
A. INGEN desires to enter into a new agreement with SAND wherein SAND
will continue to serve as President and CEO of INGEN.
B. INGEN and SAND have reviewed this agreement and any documents
delivered pursuant hereto and have taken such additional steps and reviewed such
additional documents and information as deemed necessary to make an informed
decision to enter into this Agreement.
C. Each of the parties hereto desires to make certain representations,
warranties and agreements in connection herewith and also to describe certain
conditions hereto.
II
AGREEMENT
Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. JOB OR TASK DESCRIPTION: SAND will have the following duties and
responsibilities: President and Chief Executive Officer
2. TERM: The term of this agreement is for a period of five years from
the date first written above.
3. COMPENSATION:
A. STOCK: SAND is entitled to 300,000 shares of INGEN common
stock per year of this Agreement, issued on the first day of each year
of this Agreement. The stock shall be pro-rated if SAND serves less
than a full year in any particular year of this Agreement. Any stock
provided hereunder will be restricted stock subject to Rule 144 of the
SEC and other restrictions as may be company policy.
As incentive for SAND to enter into a 5 year exclusive
employment agreement with INGEN, SAND has the option to convert this
stock entitlement to options for any shares due hereunder, at an
exercise price of $.04 per share (the price of INGEN stock as quoted on
the Pink Sheets on the date of this Agreement). Any such option shall
be exercisable within 5 years of its creation.
SAND's stock entitlement herein cannot be diluted by INGEN
stock splits, if any, during the term of this Agreement.
B. CASH: Cash compensation will be negotiated in good faith
depending on the services actually provided by SAND and the performance
of the company. All compensation per this Agreement shall be fair and
in the light of and commensurate with compensation made to others
employed by INGEN and/or in accordance with industry standards. Cash
compensation is reviewable on or before the anniversary date of this
"Agreement." SAND's gross cash compensation for the first year of this
Agreement is $200,000, payable in 24 co-equal installments (first and
15th of each month). The parties may agree on a cash bonus structure at
any time during the course of this Agreement.
C. EXPENSES: INGEN will pay the reasonable costs and expenses
of SAND directly related to his performance of his position or tasks
herein, provided that such expenses are submitted to INGEN and approved
in advance.
D. INSURANCE: INGEN will provide errors and omissions
insurance in an adequate amount to protect SAND during the term of this
Agreement.
E. EMPLOYEE: Unless otherwise indicated below, SAND will be an
employee of the company, which will be responsible for withholding
applicable taxes.
F. BENEFITS: Other non-cash benefits, if any, will be supplied
by INGEN to SAND as negotiated by the parties (if and when funds are
available for any such use).
4. CONFIDENTIALITY.
A. THIS AGREEMENT. The provisions of this Agreement are confidential and
private and are not to be disclosed to outside parties (except on a
reasonable need to know basis only) without the express, advance
consent of all parties hereto or by order of a court of competent
jurisdiction.
B. PROPRIETARY INFORMATION. SAND agrees and acknowledges that during the
course of this agreement in the performance of his duties and
responsibilities that he will come into possession or knowledge of
information of a confidential nature and/or proprietary information of
INGEN.
Such confidential and/or proprietary information includes but is not
limited to the following of INGEN, its agents, contractors, employees and all
affiliates: corporate and/or financial information and records of INGEN or any
client, customer or associate of INGEN; information regarding artists or others
under contract, or in contact with, INGEN; customer information; client
information; shareholder information; business contacts, investor leads and
contacts; employee information; documents regarding INGEN's website and any
INGEN product, including intellectual property.
SAND represents and warrants to INGEN that he will not divulge
confidential, proprietary information of INGEN to anyone or anything without the
advance, express consent of INGEN, and further will not use any proprietary
information of INGEN for his or anyone else's gain or advantage during and after
the term of this agreement.
5. FURTHER REPRESENTATIONS AND WARRANTIES. SAND acknowledges that this
is a full time position and represents that he will perform all his duties and
functions herein in a timely, competent and professional manner. SAND represents
and warrants that he will be fair in his dealing with INGEN and will not
knowingly do anything against the interests of INGEN.
6. SURVIVAL OF WARRANTIES AND REPRESENTATIONS: The parties hereto agree
that all warranties and representations of the parties survive the closing of
this transaction.
7. TERMINATION. This agreement is expressly not "at will." It can be
terminated by INGEN only for cause, after reasonable notice and opportunity to
correct any alleged deficiencies. SAND may request a hearing of the full Board
of Directors to defend himself against any attempt of INGEN to terminate this
Agreement. Any final determination of termination must be made by majority vote
of the INGEN Board of Directors (after such a hearing, if requested). SAND must
give at least 60 days notice if he intends to resign. Any compensation due SAND
ends on the date his resignation is effective (stock entitlement shall be
pro-rated for the year of the resignation).
III
MISCELLANEOUS PROVISIONS
1. EXPENSES: Each party shall bear its respective costs, fees and
expenses associated with the entering into or carrying out its obligations under
this Agreement.
2. INDEMNIFICATION: Any party, when an offending party, agrees to
indemnify and hold harmless the other non-offending parties from any claim of
damage of any party or non-party arising out of any act or omission of the
offending party arising from this Agreement.
3. NOTICES: All notices required or permitted hereunder shall be in
writing and shall be deemed given and received when delivered in person or sent
by confirmed facsimile, or ten (10) business days after being deposited in the
United States mail, postage prepaid, return receipt requested, addressed to the
applicable party as the address as follows:
SAND: 000 X. Xxxxxx Xxxx Xxxx, Xxxxxxxx, XX 00000
INGEN: 00000 Xxxxxx "X," Xxxxx-X, Xxxxxxx, XX 00000
4. BREACH: In the event of a breach of this Agreement, ten (10) days
written notice (from the date of receipt of the notice) shall be given. Upon
notice so given, if the breach is not so corrected, the non-breaching party may
take appropriate legal action per the terms of this Agreement.
5. ASSIGNMENT: This Agreement is assignable only with the written
permission of INGEN.
6. AMENDMENT: This Agreement is the full and complete, integrated
agreement of the parties, merging and superseding all previous written and/or
oral agreements and representations between and among the parties, and is
amendable in writing upon the agreement of all concerned parties. All
attachments hereto, if any, are deemed to be a part hereof.
7. INTERPRETATION: This Agreement shall be interpreted as if jointly
drafted by the parties. It shall be governed by the laws of the State of
California applicable to contracts made to be performed entirely therein.
8. ENFORCEMENT: If the parties cannot settle a dispute between them in
a timely fashion, either party may file for arbitration within Riverside County,
California. Arbitration shall be governed by the rules of the American
Arbitration Association. The arbitrator(s) may award reasonable attorneys fees
and costs to the prevailing party. Either party may apply for injunctive relief
or enforcement of an arbitration decision in a court of competent jurisdiction
within Riverside County, California.
9. COUNTERPARTS: This Agreement may be executed in counterparts each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement. Facsimile signatures shall be considered as valid and
binding as original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first written above.
/s/ Xxxxx X. Sand
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XXXXX X. SAND
INGEN TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxx
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BY: XXXXXX X. XXXXXXX
SECRETARY
