EMPLOYMENT AGREEMENT
Exhibit
10.1. Employment Agreement dated as of January 1, 2010 between Braintech, Inc.
and Xxxxxx X. Xxxxx
THIS EMPLOYMENT AGREEMENT (the
“Agreement”), made as of January 1,
2010 (the “Effective
Date”), by and between BRAINTECH CANADA, INC., a
Canadian Company, incorporated in the province of British Columbia and having an
office 360 – 000 Xxxxx Xxxxxx, Xxx Xxxxxxxxxxx XX, X0X 0X0 and BRAINTECH, INC. a Nevada
corporation with its principal offices at 0000 Xxxxxx Xxxx., Xxxxx 000, XxXxxx,
XX 00000 (together “Braintech”), and
XXXXXX X. XXXXX, an
individual residing at #416 – 5 K de K Court, New Westminster, BC, V3M 6B6
Canada (the “Employee”).
WHEREAS,
Braintech desires to engage the Employee to perform certain services as
described in this Agreement; and
WHEREAS, the Employee desires to be so
engaged by Braintech;
NOW, THEREFORE, in consideration of the
mutual promises herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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1.
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WORK.
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The
Employee shall work as Braintech’s Chief Financial Officer (principal financial
officer and principal accounting officer) (“Work”). The Employee
shall not, directly or indirectly, engage or participate in any activities in
conflict with the best interests of Braintech.
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2.
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TERM
AND TERMINATION.
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The term
of this Agreement (“Term”) shall commence
on the Effective Date and end on December 31, 2010. Either party may
terminate this Agreement at any time upon two (2) weeks written notice to the
other party. The termination of this Agreement for any reason shall
not terminate or in any way affect the Employee’s obligations in Section 5
hereof (entitled “CONTINUATION
OF NDA AND CODE OF CONDUCT AND ETHICS”).
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3.
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COMPENSATION.
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In
consideration of The Employee’s performance of the Work in accordance with this
Agreement, Braintech shall pay the Employee at the rate of $5,000 (Canadian) per
month payable through the payroll facilities of ADP Canada (“Fee”) based on a two
(2) day work week. For each work day, the Employee shall provide at
least eight (8) hours of work for Braintech. For any given week,
Braintech may require the Employee to work greater or fewer than two (2) days
per week, as long as the weekly average over time is two (2) days per
week. If the Employee is required, by request of Braintech, to work
more than two (2) days per week and if the Employee is unable to take additional
days off to achieve an average of two (2) days per week, Braintech shall pay to
the Employee $575 for each extra day worked, measured at the conclusion of each
calendar quarter. The Employee shall provide Braintech with a monthly
schedule of days worked/days off. The Fee constitutes all of the fees
and charges for the Work.
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4.
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STOCK
AND OPTIONS.
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In
consideration for entering into this Agreement, Braintech agrees to issue to the
Employee, 250,000 Stock Options with an exercise price equal to the closing
market price of Braintech’s stock on the Effective Date. The Stock
Options will vest immediately and, regardless of any documentation to the
contrary, the exercise period will continue until December 31, 2015, a term of
five (5) years. Braintech also agrees to issue to the Employee
250,000 shares of restricted stock.
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5.
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CONTINUATION
OF NDA AND CODE OF CONDUCT AND
ETHICS.
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5.1
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NDA. Notwithstanding
any termination of this Agreement, the Employee acknowledges that the
Braintech Inc. Employee Noncompetition, Nondisclosure and Inventions
Agreement dated as of December 1, 2000 between the Employee and Braintech,
Inc. shall continue to apply to the Employee with full force and effect
without interruption.
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5.2
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Code of Conduct and
Ethics. Notwithstanding any termination of this
Agreement, the Employee acknowledges that the Braintech Inc. Code of
Business Conduct and Ethics for Directors, Officers and Employees shall
continue to apply to the Employee with full force and effect without
interruption.
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6.
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VACATION
AND SEVERANCE.
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6.1
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Vacation. The
Employee shall not be entitled to a vacation period during the term of
this Agreement and the Employee waives any Statutory right to receive any
vacation pay.
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6.2
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Severance. With
full knowledge and consent, the Employee hereby expressly and irrevocably
waives (i) any and all common law rights upon termination except as
expressly provided in this Agreement, and (ii) any Statutory right to
receive notice of termination or payment in lieu of notice except as
provided in Article 2 of this
Agreement.
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7.
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HEALTH
BENEFIT PLAN.
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Braintech
Canada, Inc.’s current group Health Benefits Program includes Basic Medical
(MSP), Extended Health Care, Vision Care, Dental Expense, Life Insurance, and
Accidental Death and Dismemberment. For the period commencing January
1, 2010 and ending on October 21, 2011, Braintech agrees to continue providing
these benefits to the Employee. If the current insurer is unable or
unwilling to continue providing these benefits, Braintech agrees to use
reasonable best efforts to obtain a new insurer that will provide at a minimum
the following benefits: Basic Medical (MSP), Extended Health Care, Vision Care
and Dental Expense.
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8.
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PLACE
OF PERFORMANCE.
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It is
contemplated that the Employee shall perform his duties at Braintech’s office
located at 000 Xxxxx Xxxxxx, Xxxxx #000, Xxx Xxxxxxxxxxx XX. It the
Employee is required to establish a home office in his residence, Braintech
shall provide the Employee with an additional fee of $300 (Canadian) per month
to offset the additional expenses incurred by the Employee.
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9.
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EXPIRATION
AND TERMINATION OF EMPLOYMENT
AGREEMENT
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9.1
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Expiration and
Termination. The employment Agreement dated as of
October 22, 2009 among the Employee, Braintech, Inc. and Braintech Canada,
Inc. (“2009 Agreement”) expired pursuant to its terms on December 31,
2009.
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9.2
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Outstanding
Options. The parties to this Agreement acknowledge that, pursuant
to the 2009 Agreement, all of the Employee’s outstanding options have
vested as of October 21, 2009, and regardless of any documentation to the
contrary, the exercise period of all of the Employee’s outstanding options
will extend to October 21, 2012.
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10.
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MISCELLANEOUS.
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10.1
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Section
Headings. All section headings and captions used in this
Agreement are purely for convenience and shall not affect the
interpretation of this Agreement.
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10.2
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Governing Law.
This Agreement shall be deemed to have entered into in Canada and the
Province of British Columbia, and shall be subject to and governed by the
laws applicable in the Province of British
Columbia.
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10.3
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Modification. Except
as otherwise provided, this Agreement shall not be modified except by
written agreement signed on behalf of Braintech and the Employee by their
respective authorized officers.
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10.4
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Entire
Agreement. Except as expressly provided in this
Agreement, this Agreement supersedes all prior understandings,
representations, negotiations and correspondence between the parties,
constitutes the entire agreement between them with respect to the matters
described, and shall not be modified or affected by any course of dealing,
course of performance or usage of
trade.
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10.5
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Severability. If
any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or
impaired.
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10.6
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Waiver. The
failure of either party at any time to require performance by the other of
any provision of this Agreement shall in no way affect that party’s right
to enforce such provision, nor shall the waiver by either party of any
breach of any provision of this Agreement be taken or held to be a waiver
of any further breach of the same provision or any other
provision.
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10.7
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Survival. The
provisions of this Agreement, which by their nature extend beyond the
expiration or earlier termination of the Agreement will survive and remain
in effect until all obligations are
satisfied.
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10.8
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Further
Assurances. Each party agrees that it will take such
actions, provide such documents, do such things and provide such further
assurances as may reasonably be requested by the other party during the
term of this Agreement.
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10.9
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Counterparts. This
Agreement may be executed in any number of counterparts and each fully
executed counterpart shall be deemed an
original.
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IN WITNESS WHEREOF, the
Parties have signed this Agreement on the dates indicated in the signature block
below, with the intent that it be effective as of the Effective
Date.
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BRAINTECH,
INC.
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XXXXXX
X XXXXX
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Signature: /s/ Xxxx
Xxxxxxxxx
Print
name: Xxxx
Xxxxxxxxx
Title:
CEO
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Signature: /s/ Xxxxxx X.
Xxxxx
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