August 3, 2005
Xx. Xxxxxx X. Xxxxxxx X.X. Xxx 000000 Xxx Xxxxx, XX 00000
RE: Agreement for Part-Time Employment
Dear Xxx,
This letter will serve as the entire agreement between Patriot Scientific
Corporation (the "Company") and you (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 CFO Partners, LLP
("Xxxxx"), which will benefit the Company in that the Employee will have access
to certain Xxxxx resources.
Beginning Date: The Employee began work for the Company on July 5, 2005.
Compensation:
Salary: $1125 per day ("Salary"). Employee's Salary may be increased from time
to time, by the Company in its sole discretion.
Cash Bonus, Stock Options, Severance Pay: As may be determined by the
Compensation Committee of the Board of Directors of the Company in its sole
discretion. Such compensation, if awarded, shall be consistent with the
Company's policies for executive employees at a comparable level to Employee.
Other Compensation Provisions:
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 in its sole discretion pay the Employee, to the extent
specified in that certain Part-Time Engagement Resources Agreement between the
Company and Xxxxx (the "Resources Agreement"). The Company acknowledges and
consents to such arrangements.
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.
Xxxxxx X. Xxxxxxx
August 3, 2005
Page 2 of 3
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 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 Part-Time
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.
If at the effective date of such Termination, the Employee has not earned salary
for at least 80 days, Company will make a termination payment to Employee equal
to $125 times the number of days worked by the Employee. An additional payment
of 20% of the above calculated amount will be paid to Xxxxx.
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.
Xxxxxx X. Xxxxxxx
August 3, 2005
Page 3 of 3
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 is bargain.
This agreement will be governed by and constructed 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,
PATRIOT SCIENTIFIC CORPORATION
By: ________________________________________________
Xxxxx X. Xxxx, Chief Executive Officer
Acknowledged and agreed by:
EMPLOYEE:
-----------------------------------
(Signature)
Xxxxxx X. Xxxxxxx
Date: _______________________________
