International Energy, Inc. Suite 216 – 1628 West 1st Avenue Vancouver, BC V6J 1G1
Exhibit
10.3
Suite 216
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July 29,
2008
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Dear
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This
letter sets forth the terms and conditions of your employment by International
Energy, Inc. (the “Company").
1.
Position and Duties.
You shall
be employed by the Company as its President and Chief Executive Officer;
in performance of your duties, you shall be subject to the direction of, and be
reporting directly to, the Company's Board of Directors (the "Board"); provided
that, if requested by the Board, you will immediately resign as an officer of
the Company. You shall be available to travel as the needs of the business
require. You agree to devote your full business time, energy and skill to the
duties assigned to you by the Board.
2. At-Will Employment.
Anything herein to the contrary notwithstanding, your employment with and by the
Company is “at-will employment” and may be terminated by you or the Company at
any time, with or without cause, and for any reason whatsoever, upon written
notice to the other.
3. Compensation. You shall be
compensated by the Company for your services as follows:
(a) Salary. Commencing August
1, 2008, you shall be paid a monthly salary of $8,333.33 ($100,000.00 per year),
subject to applicable tax withholding, payable in 24 installments on the 15
th and last day of each calendar month during the term of this
Agreement. Such salary shall be subject to a 12-month review, and any periodic
review and adjustment in accordance with the Company's salary review policies
and practices then in effect for its senior management. Your annual salary
will increase to $150,000.00 per year if, within the first 12-months of your
tenure, you are able to successfully create sufficient prototypes of products
derived from the Company’s ongoing research program at The Regents of the
University of California, to the satisfaction of the Board of
Directors.
(b) Stock Options. Within 60
days of execution of this Agreement, you and the Company shall have entered into
a Stock Option Agreement (the “
Stock Option Agreement ”), pursuant to which you shall receive a total of
750,000 options (the “
Options ”) to purchase up to an aggregate of 750,000 shares of the
Company’s common stock; the Options are subject to and shall have such
restrictions, vesting requirements and exercise provisions as are set forth in
the Stock Option Agreement, the terms and conditions of which will be identical
to those previously discussed, and detailed overleaf:
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1.
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225,000
vest and become exercisable in three equal annual installments of 75,000
options commencing on January 1, 2010, and annually
thereafter;
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2.
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275,000
vest and become exercisable in the event that the Company, or any
subsidiary thereof, with the prior approval of the Board of Directors:
successfully executes any partnership agreement or joint-venture agreement
of any technology under current or future development; or successfully
completes the sale any subsidiary; or any technology under current or
future development;
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3.
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250,000
vest and become exercisable upon: commencing commercial sales of products
derived from any technology under current or future development; or
successfully achieving commercial gross annual sales exceeding $10,000,000
of those products and/or services which are not derived from technologies
under current or future research and development by the Company; or
successfully completing the sale of International Energy, Inc. to a third
party, subject to shareholder and Board of
Directors.
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The
granting of the Options shall be effective only upon delivery of a fully
executed Stock Option Agreement. All unexercised Options, whether vested
or not, expire immediately in the event that you are removed from your position
by the Board of Directors or shareholders, or voluntarily resign from this
position.
(c) Additional Benefits. You
shall be entitled to two weeks of paid vacation annually. Nothing contained
herein shall preclude you from participating in the present or future employee
benefit plans of the Company for its senior executive staff, provided that you
meet the eligibility requirements for participation in any such
plans.
4.
Expenses.
(a) Initial Expense
Reimbursement: You shall receive a one-time payment of $4,166.67 to reimburse you
for certain expenses incurred by you in connection with your acceptance of
employment hereunder (the “
Initial Expense Reimbursement ”). Should your employment be terminated by
the Company or by yourself at any time, with or without cause, within twelve
(12) months of the date of this Agreement, the Initial Expense Reimbursement
shall become due and payable on a pro-rate monthly basis to the Company within 5
calendar days of the termination date. This Paragraph 4(a) shall survive the
termination of this Agreement.
(b) Medical Expense. During
the term of this Agreement, the Company agrees to pay your current monthly COBRA
insurance premiums (“COBRA
premiums ”) of up to a maximum of $1,200.00 per month until such time
that the Company can make available an alternative medical insurance
plan.
(c) Other Expenses. You shall
be entitled to reimbursement for reasonable travel and other out-of-pocket
expenses necessarily incurred in the performance of your duties hereunder, upon
submission and approval of written statements and bills in accordance with the
then regular procedures of the Company.
5. Your Representations and Warranties.
You
represent and warrant to the Company that (a) you are under no contractual or
other restriction or obligation which is inconsistent with the execution of this
Agreement, the performance of your duties hereunder, or the other rights of
the Company hereunder, and (b) you are under no physical or mental disability
that would hinder your performance of duties under this Agreement, and (c) you
are not party to any ongoing civil or criminal proceedings, and have not been
party such proceedings within the past five years, and (d) you are not currently
engaged in activities and will not knowingly engage in future activities that
may cause embarrassment to the Company or tarnish the reputation or public image
of the Company.
6. Termination of Salary, Benefits
and Options. In the event of the termination of your employment by the
Company or by you for any reason whatsoever, then as of the date of the
termination of your employment as set forth in either the Company’s notice to
you or your notice to the Company, as the case may be (i), you shall no longer
be entitled to any compensation under Paragraph 3 hereof, (ii) you shall no
longer be entitled to any reimbursement of expenses under Paragraph 4 hereof,
except for expenses incurred by you and approved by the Company prior to the
date of such termination, (iii) any and all unexercised Options, whether
vested or not, shall expire and shall no longer be exercisable as of the date of
termination of this Agreement, and (iv) neither party hereto shall have any
further rights or obligations hereunder (except obligations expressly stated to
survive the termination of this Agreement). Nothing shall limit your right to be
indemnified by the Company, subject to its indemnification policies then in
effect, for your actions as a director or officer of the Company, provided such
indemnification would otherwise have been available to you.
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7. Non Competition; Non
Solicitation. (a) In view of the unique and valuable services it is
expected that you will render to the Company, your knowledge of its trade
secrets, and other proprietary information relating to the business of the
Company and in consideration of the compensation to be received hereunder, you
will not, during the period you are employed by the Company, engage in, or
otherwise directly or indirectly, be employed by, or act as a consultant or
lender to, or, without the prior written approval of the Board, be a director,
officer, owner, or partner of, any other business or organization that is
engaged in the same field of research and development as is the Company. Nothing
herein shall be deemed to preclude you from being an officer, director, owner,
investor in, or partner of, any business or organization which is not competing
with the Company, provided the same does not in any manner whatsoever impair
your ability to perform your duties under this Agreement.
(b)
During your employment and for a period of one year following the termination of
your employment, you will not directly or indirectly reveal the name of, solicit
or interfere with, or endeavor to entice away from the Company any of its
suppliers, customers, or employees.
(c)
During your employment and for a period of one year following the termination of
your employment, you shall not make any critical or disparaging statements about
the Company or any of its employees, directors or products to any other person
or entity.
(d) Since
a breach of the provisions of this Paragraph 7 could not adequately be
compensated by money damages, the Company shall be entitled, in addition to any
other right and remedy available to it, to an injunction restraining such breach
or a threatened breach, and in either case no bond or other security shall be
required in connection therewith, and you hereby consent to the issuance of such
injunction. You agree that the provisions of this Paragraph 7 are necessary
and reasonable to protect the Company in the conduct of its business. If
any restriction contained in this Paragraph 7 shall be deemed to be invalid,
illegal, or unenforceable by reason of the extent, duration, or geographical
scope thereof, or otherwise, then the court making such determination shall have
the right to reduce such extent, duration, geographical scope, or other
provisions hereof, and in its reduced form such restriction shall then be
enforceable in the manner contemplated hereby. This Paragraph 7 shall survive
the termination of this Agreement.
8. Intellectual Property. Any
interest in patents, patent applications, inventions, copyrights, developments,
and processes (“Intellectual Property”) which you now, or hereafter during the
period you are employed by the Company, may own or develop relating to the
fields in which the Company may then be engaged shall belong to the Company; and
forthwith upon request of the Company, you shall execute all such assignments
and other documents and take all such other action as the Company may reasonably
request in order to vest in the Company all your right, title, and interest in
and to such Intellectual Property free and clear of all liens, charges, and
encumbrances. This Paragraph 8 shall survive the termination of this
Agreement.
9. Confidential
Information. All confidential information which you may now
possess, or may obtain or create prior to the end of the period you are employed
by the Company, relating to the business of the Company, or any customer or
supplier of the Company, or any agreements, arrangements, or understandings to
which the Company is a party, shall not be disclosed or made accessible by you
to any other person or entity either during or after the termination of your
employment or used by you except during your employment by the Company in the
business and for the benefit of the Company. You shall return all tangible
evidence of such confidential information to the Company prior to or at the
termination of your employment. This Paragraph 9 shall survive the termination
of this Agreement.
10. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns. In view of the personal nature of the services to be
performed under this Agreement by you, you shall not have the right to assign or
transfer any of your rights, obligations or benefits under this Agreement,
except as otherwise noted herein.
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11. No Reliance on
Representations. You acknowledge that you are not relying, and have not
relied, on any promise, representation or statement made by or on behalf of the
Company which is not set forth in this Agreement.
12. Entire Agreements;
Amendments. This Agreement sets forth our entire understanding of the
parties with respect to your employment by the Company, supersedes all existing
agreements between you and the Company concerning such employment, and may be
modified only by a written instrument duly executed by each of you and
Company.
13. Waiver. Any waiver by either
party of a breach of any provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of such provision or of any breach
of any other provision of this Agreement. The failure of a party to insist
upon strict adherence to any term of this Agreement on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing.
14. Construction. You and the
Company have participated jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by you and the
Company and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word “including” shall
mean including without limitation. The headings in this Agreement are solely for
the convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
15. Severability. Any term or
provision of this Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.
16. Notices. All notices, demands or
requests made pursuant to, under or by virtue of this Agreement must be in
writing and sent to the party to which the notice, demand or request is being
made by (i) certified or registered mail, return receipt requested, (ii)
nationally recognized overnight courier delivery, (iii) by facsimile
transmission provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party or (iv) hand
delivery as follows:
To the
Company:
Suite 216
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Attention:
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To
you:
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or to
such other address, facsimile number, or email address, as is specified by a
party by notice to the other party given in accordance with the provisions of
this Paragraph 16. Any notice given in accordance with the provisions of this
Paragraph 16 shall be deemed given (i) three (3) Business Days after mailing (if
sent by certified mail), (ii) one (1) Business Day after deposit of same with a
nationally recognized overnight courier service (if delivered by nationally
recognized overnight courier service), or (iii) on the date delivery is made if
delivered by hand or facsimile.
17. Counterparts This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
18. Governing Law. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, County of New
York for the adjudication of any dispute hereunder or in connection herewith or
therewith, or with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by
law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
19. Date of Agreement.
The date of this Agreement shall be July 29, 2008 regardless of the date
it is signed by you.
If you
find the foregoing acceptable, please acknowledge your acceptance of, and
agreement with, the terms and conditions set forth above by signing the enclosed
copy of this letter in the space provided and returning the same to the
undersigned.
Sincerely,
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Director,
Secretary, Treasurer and Chief Financial Officer
On this
29
th day of July, 2008, I agree to and accept employment with
International Energy, Inc. on the terms and conditions set forth in this
Agreement.
Dated:
July 29, 2008
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