EMPLOYMENT AGREEMENT
EXHIBIT
10.54
AGREEMENT
made this 1st day of July, 2004. by and between Hydrogen Power
Inc., a corporation formed under the laws of the State of Delaware (the
“Company”) and Xxxxx Xxxxxx (the “Executive”)
WITNESSETH:
WHEREAS,
the Company wishes to employ the Executive and the Executive wishes
to
accept such. Employment, and each desires to enter into an agreement to
provide
for the terms and conditions of such employment set forth herein;
NOW,
THEREFORE, in consideration of the premises and other good
and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
| 1. |
Employment
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The
Company agrees to employ the Executive during the Term specified in section
2, and the Executive agrees to accept such employment, upon the terms and
conditions
hereinafter set forth.
2.
Term
(a)
The
Executive’s employment under this Agreement shall continue until terminated
pursuant to the provisions set out in Article 5 of the Agreement.
The
effective date of the termination of the Executive's employment with the
Company, regardless
of the reason therefor, is referred to in this Agreement as the “Date of
Termination”.
(b)
Upon
termination of the employment of the
Executive with the Company on or after Expiration Date, the Company shall pay
the Executive, subject to appropriate offsets, as permitted by applicable law,
for debts or money due to the Company (collectively, “Offsets”), any earned but
unpaid salary and bonus composition,
and any unused Personal Time Off (“PTO”) days accrued under Company policy,
only through or as of, the Date of Termination. Any benefits to which the
Executive or his beneficiaries may be entitled may
be
entitled
to under the plans and programs
described in section 4(b) below, or any other applicable plans and programs.
In
addition, the Company shall continue to pay the Executive his rate of base
salary compensation then in effect for a period of six months. Except
as
provided in this section 2(b), in connection with the Executive’s termination
of employment
pursuant to section 2(a), the Company shall have no further
liability to the Executive or the Executive’s heirs, beneficiaries or estate
for damages,
compensation, benefits, severance, indemnities or other amount of whatever
nature.
3. Duties
and Responsibilities
(a)
During the Term, the Executive shall have the position of Chief Executive
Officer
or such other title as may be agreed between the Executive and the Company.
The
Executive shall perform such duties and responsibilities as may be assigned
him
from
time to time consistence with his position, and in the absence of
such assignment,
such duties as are customary and commensurate with such position. The
Executive
further agrees, if elected or appointed, to accept appointment or election,
and
to
serve during all or any part of the Term as a director of the Company and as
an
officer
or director of any subsidiary of the Company, without any additional
compensation therefor.
(b)
The
Executive's employment by the Company shall be full time, and during the Term,
the Executive agrees that he will (i) devote substantially all of his business
time and attention, his best efforts, and all his skill and ability
to promote
the interests of
the
Company and its affiliates; (ii) carry out his duties in a competent and
professional
manner; (iii) work with other employees of the Company and its affiliates
in a competent and professional manner; and (iv) generally promote the:
interests
of the Company and its affiliates. Notwithstanding the foregoing, the Executive
shall
be
permitted to engage in civic or charitable activities and manages his
personal
investments, provided that such activities
(individually or collectively) do
not
materially interfere with the performance of his duties or responsibilities
under this
Agreement.
4. Compensation
(a)
As
compensation for his service hereunder, the Company shall pay the
Executive,
in accordance with its normal payroll
practices, base salary compensation at
an
annual rate not less than US$150,000.
(b)
Executive
shall
participate
in
the
Company's Cash Incentive Plan, subject to the terms and
conditions of such Plan
as
in effect from time to time. For purposes of the
Cash
Incentive Plan, Executive's target bonus for the year ending July 1st, 2005
shall
be
37.5% of base salary for such year. Executive’s target bonus for each year
the
Term,
if any, beginning after December 31, 2005 shall be 75% of base salary for
such
year
or
such
other percentage
as is established by the
Board
of
Directors of the Company (the
“Board”) for the Chief Executive Officer of the Company generally. For purposes
of
determining
Executive’s
bonus
under the Company’s
Cash
Incentive Plan,
the
standard
procedures of the Company’s Cash Incentive Plan as in effect at the relevant
time
shall be used.
(c)
As of
the first day of the Term, the Executive shall be eligible to participate
under
the
Hydrogen Power Inc. Stock Incentive Plan (the “Stock Incentive Plan”) to
purchase
such number of shares as agreed by the Board of Directors. The
exercise
price
of
such Options shall he the price determined the Board of Directors as
determined
in accordance with the terms of the Stock Incentive Plan.
5. Termination
(a)
This
Agreement may he terminated by the Executive at any time by providing 30 days
written notice to the Company. This Agreement may be terminated by the
Company
if the Executive commits
a
material breach of a provision of this Agreement by
providing not less than 90 days written notice to the Executive. The Executive
is to be
compensated in full under all material sections of this Agreement
6.
This
Agreement shall enure to the benefit of and be binding upon the Company
and
the
Executive and their successors and assigns. Furthermore, the terms of this
Agreement
shall remain in effect in the event any change in the management or representation
of the Company’s Board of Directors, change of control, or
otherwise.
EXECUTED
as of the 1st of July 2004:
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HYDROGEN
POWER, INC.
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Executive
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By:
/s/
Xxxxx Xxxxxx
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/s/
Xxxxx Xxxxxx
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Its:
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By:
/s/
Xxxx Xxxxxx
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Its:
Director
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