1
EXHIBIT 6.6
6.6 EMPLOYMENT CONTRACT R. UMAR
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective on May 10, 1998 between HYPERBARIC
SYSTEMS, whose address is 0000 Xxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, incorporated
under the laws of the State of California, hereinafter called "EMPLOYER", or
("COMPANY") and Rocky Umar, whose address is 00000 Xxxxxxx Xxxxx Xx., Xxxxxxx,
XX 00000, hereinafter called "EMPLOYEE".
WITNESSETH:
1. PURPOSE OF AGREEMENT. HYPERBARIC SYSTEMS is a duly
established California corporation engaged in the business of designing,
manufacturing and marketing products for the medical, food and semiconductor
industries, and EMPLOYEE represents that he has experience in the area of
strategic marketing and sales for high technology companies. This agreement
between EMPLOYER and EMPLOYEE is entered into for the purpose of defining the
relationship, responsibilities, and agreement between EMPLOYER and EMPLOYEE.
2. EMPLOYMENT: EMPLOYER hereby employs ROCKY UMAR as the
Company's Vice President of Marketing.
3. EMPLOYEE DUTIES AND RESPONSIBILITIES. EMPLOYEE shall be
employed as Vice :President of Marketing with the following duties and
responsibilities:
a. Define and recommend to the President a strategic
marketing plan for the Platelet, Blood, Stem Cell, Organ
and other medical and non medical markets for the
COMPANY'S technology.
b. Identify key accounts and obtain commitments from
them.
2
c. Determine pricing policy for the defined markets of
entry
d. Coordinate the preparation and production of data
sheets, brochures, and advertising, as required.
e. Manage the marketing department and carry out the
marketing plan.
e. Perform tasks and become involved in projects as
directed by the President.
4. EMPLOYEE'S PERFORMANCE. EMPLOYEE shall work as agreed
upon by the parties. Employee agrees to devote his best efforts to the
Corporation's business and devote his efforts to the Corporation for the
performance of his duties as Vice President of Marketing, and perform other
duties and responsibilities as directed by the President.
5. TERM. The term of this Agreement shall be effective for
a minimum term of one year from the date of this Agreement and continue until
thirty days' written notice of termination by either party. It is the intent of
the parties that this contract shall continue indefinitely until terminated by
either party.
6. COMPENSATION. For the services rendered by EMPLOYEE
hereunder, EMPLOYEE shall be compensated at an amount to be determined by the
following formula, but may be adjusted as agreed to by the parties.
a. $2,000 per month accrued from the effective date
of this agreement.
b. $3,000 per month when $300,000 in funds are
raised by the
COMPANY.
c. $4,000 per month when $400,000 in funds are
raised by the
COMPANY.
d. $5,000 per month when sales under EMPLOYEE'S
management per trailing quarter exceed $100,000.
3
e. $6,000 per month when sales under EMPLOYEE'S
management for the trailing 6 months exceed $500,000
f. $10.000 per month when sales under EMPLOYEE'S
management for the trailing 6 months exceed $1,500,000.
g. 1% of all sales under EMPLOYEE'S management that
exceed $1,500,000 for the trailing 6 months. This commission is limited to a
total of $100,000 for a given 12 month period.
7. STOCK OPTION. For the purpose of further motivating
EMPLOYEE, the following STATUTORY INCENTIVE STOCK OPTIONS are hereby granted
under the Statutory Incentive Stock Option Plan of the Company, and issued under
the Notice of Grant of Statutory Stock Option, and the Statutory Stock Option
Agreement, which are included as part of this Agreement and listed as Exhibit A.
The Stock Option Plan is pending and subject to approval by the Board of
Directors.
a. 40,000 shares @$0.10 per share, vested over
three years, exercisable yearly at the rate of 30%, 30% and 40% respectively.
b. 10,000 shares @$0.10 per share exercisable
immediately upon execution of this Agreement and upon approval of the Stock
Option Plan by the Board of Directors.
8. BONUS After the first year of employment and up to the
expiration of the options, Employer agrees to grant a bonus of up to $5,000 to
EMPLOYEE for the sole purpose of exercising any vested stock options that
EMPLOYEE elects to exercise.
9. VACATION, HOLIDAYS AND ABSENCE. EMPLOYEE shall be
entitled to annual paid vacations of ten days per year plus such holidays as
adopted by the Company as paid holidays.
4
10. TERMINATION UPON BREACH. This Agreement shall be
terminated upon material breach of any of the provisions herein, or breach of
the material provisions of any and all supplemental agreements which the
EMPLOYEE and EMPLOYER may mutually execute.
11. CONFIDENTIALITY AGREEMENT. EMPLOYEE agrees that all
information made available to EMPLOYEE regarding the products, clients and
software systems of EMPLOYER are confidential and require a high degree of
confidentiality so as not to violate the rights of others and to prevent the use
thereof for purposes detrimental to the interests of EMPLOYER and its clients.
Such information in any form shall be hereinafter referred to as "INFORMATION."
For purposes of this Agreement:
a. CONFIDENTIAL INFORMATION means INFORMATION
disclosed to or acquired by EMPLOYEE while employed by EMPLOYER, and includes
but is not limited to, INVENTIONS, Patent Applications, TRADE SECRETS, any other
information of value relating to the business and/or field of interest of
EMPLOYER including information with respect to which EMPLOYER is under an
obligation of confidentiality with any third party. CONFIDENTIAL INFORMATION
does not include information that is generally known in the relevant trade or
industry or any information known to and freely usable by EMPLOYEE before
EMPLOYEE's association with EMPLOYER, provided, however, information for
purposes of this Agreement shall be considered CONFIDENTIAL INFORMATION if not
known by the trade generally, even though such information has been disclosed to
one or more third parties pursuant to distribution agreements, joint research
agreements, or other agreements entered into by EMPLOYER;
b. TRADE SECRET(S) means all information, know-how,
concepts, data, knowledge, ideas and materials however embodied, relating to the
business of
5
EMPLOYER's customers which have not been released publicly by an authorized
representative of EMPLOYER or have not otherwise lawfully entered the public
domain. TRADE SECRETS shall include but are not limited to information,
know-how, concepts, data, knowledge, computer programs, ideas and materials
relating to EMPLOYER's existing and future products, processes, research and
development, technology, production costs, contract forms, drawings, designs,
plans, proposals, marketing and sales plans and strategies, cost or pricing
information, financial information, promotional methods, volume of sales, names
or classes of customers and vendors, management procedures, organization charts,
and employee directories.
12. PROPRIETARY INFORMATION OF OTHERS. EMPLOYEE shall not
use or disclose to EMPLOYER, or induce EMPLOYER to use, any information,
know-how, concepts, data, knowledge, computer programs, ideas or materials,
however embodied, with respect to which EMPLOYEE is under an obligation of
confidentiality to any third party imposed, by law or agreement prior to the
date hereof. EMPLOYER represents and covenants that it will not require EMPLOYEE
to violate any obligation to, or confidence with, another.
13. SECRECY AGREEMENT. EMPLOYEE acknowledges that he
understands the requirement for CONFIDENTIAL INFORMATION to be kept secret and
used only as authorized herein. EMPLOYEE shall at all times during the period of
his association with EMPLOYER under this agreement and thereafter keep in
confidence and trust all CONFIDENTIAL INFORMATION. EMPLOYEE shall use
CONFIDENTIAL INFORMATION only in the course of performing duties as Director of
Product Marketing for the Company and other duties as assigned by the Company
President, and not for unrelated personal gain. EMPLOYEE shall not, directly or
indirectly, disclose any CONFIDENTIAL INFORMATION to any person, organization or
entity, except in the course of performing duties as a EMPLOYEE of EMPLOYER and
only in the manner prescribed by EMPLOYER.
6
Employee shall abide by those EMPLOYER policies and regulations established from
time to time for the protection of CONFIDENTIAL INFORMATION. During EMPLOYEE's
association with EMPLOYER under this Agreement, and after termination thereof,
EMPLOYEE shall not directly, or indirectly, either as an employee, employer,
agent, principal, partner, stockholder, corporate officer, director, or in any
other individual or representative capacity, engage or participate in any
activity of any nature whatsoever, the performance of which would have a
reasonable likelihood of placing EMPLOYEE in conflict with the obligations of
confidence and trust regarding CONFIDENTIAL INFORMATION imposed herein.
14. RETURN OF DOCUMENTS AND MATERIALS. EMPLOYEE agrees that
all documents, reports, drawings, materials, designs, plans, computer programs,
proposals, marketing and sales plans, reproductions, and other documents or
things made by EMPLOYEE or that come into EMPLOYEE's possession in the course of
employment with EMPLOYER are the property of EMPLOYER and will not be used by
EMPLOYEE for any purpose other than the business of EMPLOYER. EMPLOYEE will not
deliver, reproduce or in any way allow such documents or things to be delivered
or be used by any third parties without specific direction or consent of
EMPLOYER. Upon termination of this Agreement , EMPLOYEE will promptly deliver to
EMPLOYER the above documents and materials together with any copies thereof.
15. NO DISCLOSURE. EMPLOYEE agrees not to divulge, disclose,
convey or make known to others or any other entity, any such information without
the express written consent of the President of HyperBaric Systems first
obtained. EMPLOYEE further agrees to take all necessary steps to safeguard such
information to prevent the unauthorized disclosure thereof.
7
16. INJUNCTION. Recognizing that irreparable damage will
result to the business of EMPLOYER in the event of the breach of any of these
covenants and assurances by EMPLOYEE, the parties hereto agree that if EMPLOYEE
shall violate the terms of this Agreement, EMPLOYER shall be entitled to an
injunction to be issued by any court of competent jurisdiction enjoining and
restraining EMPLOYEE and each and every person, firm, association, partnership,
company, or corporation concerned therewith, from the continuance of such
violation of the terms of this Agreement, and in addition thereto, EMPLOYEE
shall pay to EMPLOYER all damages, including reasonable attorneys' fees
sustained by EMPLOYER by reason of the violation of this Agreement.
17. NO ASSIGNMENT. Neither the EMPLOYEE nor EMPLOYER may
transfer or assign this Agreement, or any right or obligation hereunder, without
the prior written consent of the other party. No right or obligation under this
Agreement may be waived, modified, or in any respect altered except by written
agreement of the parties executed in writing by both parties.
18. SUCCESSORS AND ASSIGNS. This agreement shall be binding
on the heirs, executors, successors and assigns of the parties.
19. ATTORNEYS FEES. If any action is brought to enforce any
obligation created under this Agreement, the Court shall award to the prevailing
party, such reasonable fees, costs, and expenses as may have been incurred by
such party in enforcing its rights under this Agreement, including without
limitation, the fees, costs, and expenses of its attorney for services both
before or after litigation is instituted.
20. ENTIRE AGREEMENT. This Agreement may not be changed
except in writing signed by the President of the Company and the EMPLOYEE. The
8
validity, performance, construction, and effect of this Agreement shall be
governed by the laws of the State of California
9
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
"EMPLOYER" "EMPLOYEE"
HYPERBARIC SYSTEMS ROCKY UMAR
0000 Xxxxxx Xxxxxx 00000 Xxxxxxx Xxxxx Xxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000 Xxxxxxx, XX 00000
By:
-------------------------------
-------------------------------
XXXXX XXXXXX, PRESIDENT ROCKY UMAR
