Employment Letter September 14, 2007
EXHIBIT
10.11
Employment
Letter
September
14, 2007
Xxxxxx
X.
Xxxx
4645
Xxxxxx Xxx Del Sol
San
Diego, CA 92130
Dear Xxx:
Please
allow this letter to serve as the entire agreement between JMAR Technologies,
Inc. (the "Company") and you, Xxxxxx X. (“Xxx”) Xxxx (the "Employee") with
respect to certain aspects of your employment with the Company. The
Company acknowledges and agrees that the Employee is and will remain a partner
of, and has and will retain an interest in, Xxxxx, LLC ("Xxxxx"), which will
benefit the Company in that the Employee will have access to certain Xxxxx
resources.
Beginning
Date
The
Employee will begin work for the Company beginning on September 17,
2007.
Compensation
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Base
Salary: $160,000 annually ("Salary"). Employee's
Salary may be increased from time to time, by the Company. Employee
to be
compensated pro-rata at this annualized rate for days worked starting
August 22, 2007 to the effective date of the Employee’s employment
hereunder. The Base Salary for the first year of employment will
be paid
in cash in the amount of $150,000 plus a one-time issuance of JMAR
common
shares equal to $10,000 upon the date of issuance, to be issued as
soon as
administratively practicable following the execution of this
agreement.
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Bonus: To
be determined based on milestones to be agreed upon between the Company
and Employee with a targeted amount of 50% of Base
Salary.
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Equity: To
be determined….shares of common stock or common stock options comparable
in quantity and terms issued / granted to other key executives /
senior
management of the Company.
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Other
Compensation Provisions:
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During
the course of the Employee's engagement hereunder, the Employee will
remain a partner of Xxxxx. As a partner of Xxxxx,
Employee will share with Xxxxx a portion of his or her
economic interest in any stock options or equity bonus that the Company
may grant the Employee and may also share with Xxxxx a portion of
any cash
bonus and severance the Company may pay the Employee, to the extent
specified in that certain Full-Time
Permanent Engagement Resources Agreement between the
Company and Xxxxx (the "Resources Agreement"). The Company
acknowledges and consents to such
arrangement.
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Benefits
The
Employee will be eligible for any Company employment retirement and/or 401(k)
plan and for vacation and holidays consistent with the Company's policy as
it
applies to senior management, and the Employee will be exempt from any delay
periods required for eligibility.
1
In
lieu
of the Employee participating in the Company-sponsored employee medical
insurance benefit, the Employee will remain on his or her current Xxxxx medical
plan. The Company will reimburse the Employee for amounts paid by the
Employee for such medical insurance for him/herself and (where applicable)
his/her family of up to an amount per month available under the Company’s
benefit plan upon presentation of reasonable documentation of premiums paid
by
the Employee to Xxxxx. In accordance with the U.S. federal tax law,
such amount will not be considered reportable W-2 income, but instead
non-taxable benefits expense.
The
Employee must receive written evidence that the Company maintains directors'
and
officers' insurance to cover in an amount reasonably acceptable to 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. Furthermore, the Company will maintain such
insurance coverage with respect to occurrences arising during the term of this
agreement for at least three years following the termination or expiration
of
this agreement or will purchase a directors' and officers' extended reporting
period, or "tail," policy to cover the Xxxxx Partner.
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 the Employee's employment with the
Company
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 agreement
immediately if the Company has not remained current in its obligations under
this letter or the Full-Time Permanent Engagement
Resources Agreement between the Company and Xxxxx 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 or disability of the
Employee. For purposes of this agreement, disability will be as
defined by the applicable policy of disability insurance or, in the absence
of
such insurance, by the Company's Board of Directors acting in good
faith.
The
Employee's 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.
Severance
Payment
If
the
termination of this agreement is within 90 days of the Beginning Date, the
Employee will be entitled to receive a Severance Payment (as defined below)
equal to one month's salary. After 90 days of employment, the
Employee will be entitled to receive a Severance Payment equal to two months'
salary. For each additional period of six months' employment, the
Employee will receive an additional month's salary as Severance Payment,
provided that the Severance Payment will be limited to a maximum of twelve
(12)
months' salary.) If this agreement is terminated by the
Company without cause or the required notice, or by the Employee for cause,
the
Employee will be entitled to receive the termination payments noted in this
paragraph, plus one additional month's compensation for early termination,
plus
all cash bonuses, equity, and other compensation covered by this
agreement will vest immediately and become payable at the date of termination.
The Company will pay directly to Xxxxx an amount equal to the same percent
that
applies for Salary above for any Severance Payments that the Company may make
to
Employee, or $1,000 per month of Severance Payment after 36 months under this
Resources Agreement.
Miscellaneous
This
agreement contains the entire agreement between the parties with respect to
the
matters contained herein, superseding any prior oral or written statements
or
agreements.
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The
Company agrees to allow Xxxxx to use the Company’s logo and name on Xxxxx’x
website and other marketing materials for the sole purpose of identifying the
Company as a client of Xxxxx. Xxxxx will not use the Company’s logo
or name in any press release or general circulation advertisement without the
Company’s prior written consent.
The
provisions in this agreement concerning the payment of salary and bonuses and
severance will survive any termination or expiration of this
agreement.
The
terms
of this 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 California, 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,
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JMAR
Technologies, Inc.
By:
/s/ X. XXXX BEER
Signature
Name: X.
Xxxx Xxxx, Ph.D.
Title: President
& CEO
Date: ________________
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Acknowledged
and agreed by:
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EMPLOYEE:
By:
/s/ Xxxxxx X. Xxxx
Signature
Print
Name: Xxxxxx X. Xxxx
Date:
_________________________
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