Personal Employment Agreement
EXHIBIT 10.10
This
Personal Employment Agreement (the “Agreement”) is entered as of
this 1st day of
July, 2007 (the “Effective
Date”), by and between Medgenics, Inc., a company organized under the
laws of the State of Delaware, USA (“Medgenics”), its wholly owned
Israeli subsidiary, Medgenics Medical Israel, Ltd., a company organized under
the laws of the State of Israel (the “Company”), having its
principal office at Xxxxxxxx 00, Xxxxxxx 00000, Xxxxxx and Xxxxxxx Xxxxxx of
Shorashim, Israel (Israeli I.D. No. 13009873) (the “Employee”).
WITNESSETH
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WHEREAS,
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the
Company was established for the purpose of engaging in the research and
development, production and sale of products and/or services in the areas
of life sciences, biotechnology and/or medical devices;
and
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WHEREAS,
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Medgenics
was established for the purposes of holding all of the entire issued
capital stock of the Company;
and
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WHEREAS,
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the
Employee has been employed by the Company since November 1, 2005 (the
“start date”) and
the parties now desire to formalize the terms of such employment pursuant
to the terms of this
Agreement;
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WHEREAS,
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the
parties desire that the Employee continue to serve in the capacity of
Director of Finance and Administration of both Medgenics and the Company,
all on the terms and conditions set forth herein;
and
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WHEREAS,
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and
the Employee represents that she has the requisite skill and knowledge to
serve as such; and
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NOW THEREFORE, in
consideration of the mutual promises, covenants, conditions, representations and
warranties set forth herein, and intending to be legally bound hereby, the
parties agree as follows:
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1.
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Appointment;
Position – Director
of Finance and Administration
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The
Employee shall serve as Director of Finance and Administration each of the
Company and Medgenics and, in such capacity, the Employee shall be subject
to the direction and control of the Chief Executive Office (“CEO”) and the Board of
Directors of Medgenics (the “Board”)..
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2.
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Position
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During
the term of this Agreement:
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2.1
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The
Employee shall be employed on a full-time basis and shall faithfully,
honestly, diligently and with due skill, care and attention devote her
entire business time, attention, skills and efforts to the performance of
her duties and responsibilities under this Agreement and the business and
affairs of the Company. The Employee may not be employed by or provide
services to any other entity, nor engage directly or indirectly in any
other work or business, without the prior, express, written permission of
the Company.
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The
Employee shall be responsible for finance and administration. The
Employee’s areas of activity shall
include:
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a)
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Managing
accounting, banking relationships, budget, cashflow reporting, control,
OCS reporting, payroll,
insurance;
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b)
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outside
contracts, Board relations, strategic planning, facilities, payroll;
and
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c)
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website,
investor materials.
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2.3
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The
duties, responsibilities, authority and position of the Employee and the
organizational structures implicit in them may be changed by the Company
from time to time, as it deems necessary, and reasonable efforts to work
with and accommodate the Employee with such changes will be made; however,
the Company retains the right of sole discretion to make such
changes.
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2
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2.4
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The
Employee acknowledges hereby that the terms of her employment, the
circumstances thereof, and the nature of her work require an unusual
amount of personal trust as set out in the law governing Hours of
Employment and Rest Law; 5711-1951, and therefore said law shall not apply
to her employment with the
Company.
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2.5
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The
Employee’s weekly day of rest shall be Saturday. The Employee shall not
perform any work on the Jewish Sabbath (beginning Friday evening) or
Jewish holidays unless authorized to do so by the Company in
advance.
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2.6
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The
Employee undertakes to notify the Company, immediately and without delay,
of any interest or matter in respect of which she may have a personal
interest or is likely to create a conflict of interest with her role in
the Company.
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3.
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Place of
Work
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In
connection with the Employee’s employment by the Company, the Employee
shall be based at the current principal offices of the Company in Israel,
or at such other place as is otherwise appropriate to the functions being
performed by the Company. The Employee acknowledges that
the performance of her duties hereunder may require domestic or
international travel.
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4.
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Salary
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4.1
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The
Company shall pay the Employee as compensation for the employment services
hereunder a monthly gross salary (“bruto”) of $9,000 per month (payable on
the ninth day of each month), during the term of the Employee’s engagement
hereunder (the “Salary”), subject to
all applicable statutory
deductions.
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4.2
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The
Salary and additional benefits to which the Employee shall be entitled
hereunder (including bonuses) shall be reviewed by the CEO on an annual
basis; and, if in the CEO’s discretion the circumstances justify the same,
the Employee’s Salary shall be adjusted and/or additional benefits shall
be granted to the Employee
hereunder.
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4.3
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Potential
Bonus Related to Achievement of Company Goals. The Employee shall be
eligible to receive an annual cash bonus with respect to each 12-month
period commencing the Effective Date during the Term of up to $10,000 on
an annualized basis, as determined by the Board, in its sole discretion,
which shall be based upon corporate and personal performance criteria as
established by the CEO and the Board (the “Goal Bonus”). If
awarded, the Goal Bonus shall be payable within ninety (90) days after the
end of the 12-month period to which it relates, or earlier if the CEO and
Board so agree. The performance criteria for the Goal Bonus for the period
to June 30, 2008 is set forth on Exhibit A attached
hereto.
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3
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4.4
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Potential
Bonus Related to Team Leadership. The Employee shall be
eligible to receive an annual cash bonus with respect to each 12-month
period commencing the Effective Date during the Term of up to $5,000 on an
annualized basis, as determined by the Board, in its sole discretion,
which shall be based upon personal and team leadership performance
criteria as established by the CEO and the Board (the “Team Leadership
Bonus”). If awarded, the Team Leadership Bonus shall be payable
within ninety (90) days after the end of the 12-month period to which it
relates. The criteria for the Team Leadership Bonus for the period to June
30, 2008 is set forth on Exhibit B attached
hereto.
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5.
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Social Insurance and
Benefits
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5.1
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The
Company shall insure the Employee under an accepted “Manager’s Insurance
Scheme” and/or a comprehensive financial arrangement, at the election of
the Employee, including insurance in the event of illness or loss of
capacity for work (hereinafter referred to as the “Managers
Insurance”) as follows: (a) the Company shall pay an amount equal
to 5% of the Employee’s Salary towards the Managers Insurance for the
Employee’s benefit and shall deduct 5% from the Employee’s Salary and pay
such amount towards the Managers Insurance for the Employee’s benefit (the
various components of the Managers Insurance shall be fixed at the
discretion of the Employee); (b) the Company shall pay up to 2.5% of the
Employee’s Salary towards disability insurance; and (c) the Company shall
pay an amount equal to 8 1/3% of the Employee’s Salary towards a fund for
severance compensation which shall be payable to the Employee upon
severance, but subject to the provisions of section
7.3.
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5.2
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The
Company shall pay the full salary of the Employee, including insurance,
social benefits and fringe benefits, during the period of the Employee’s
military reserve service. National Insurance Institute transfers in
connection with such military reserve duty shall be retained by the
Company.
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4
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5.3
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The
Company and the Employee shall open and maintain a Keren Hishtalmut Fund.
The Company shall contribute to such Fund an amount equal to 7.5% of each
monthly Salary payment, but not more than the amount for which the
Employee is exempt from tax payment, and the Employee shall contribute to
such Fund an amount equal to 2-1/2% of each monthly Salary payment. The
Employee hereby instructs the Company to transfer to such Fund the amount
of the Employee’s and the Company’s contribution from each monthly Salary
payment.
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6.
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Additional
Benefits
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6.1
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The
Employee shall be entitled to be reimbursed for all normal, usual and
necessary actual business expenses arising out of travel, lodging, meals
and entertainment whether in Israel or abroad, provided Employee provides
proper documentation and provided further that such business expenses are
within an expense policy approved by the CEO of the
Company.
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6.2
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The
Employee shall be entitled to (cumulative) paid vacations of 22 days per
year.
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6.3
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Employee
shall be entitled to sick leave and Recreation Pay (Dmei Havra-ah)
according to applicable law.
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6.4
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The
Employee will be entitled at the Company’s expense to the use of a company
car, of a type and under other conditions to be determined by the Company.
For avoidance of doubt, all income taxes associated with such car’s “value
equivalent” for tax purposes (the value of the car usage as determined by
the tax authorities) shall be borne by the Employee and deducted from the
salary. Employee shall at all times comply with any Company rules with
respect to the use of the company vehicle. Any driving and/or parking
fines incurred while the vehicle was provided for the use of the Employee
shall be the sole responsibility of the Employee, and Employee hereby
empowers the Company to sign any documents necessary to formally assign
any such fines and/or tickets to Employee’s
name.
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5
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6.5
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The
parties acknowledge that the Employee has previously been granted options
to purchase 48,850 shares of common stock of Medgenics at an exercise
price of $1.516 per share, all pursuant to the terms of an option grant
agreement entered into between Medgenics and the Employee. Subject to
Admission occurring prior to December 31, 2007 and the approval of the
stockholders of Medgenics’ approval of an expansion of Medgenics’ 2006
Stock Option Plan, Medgenics agrees to grant to the Employee options to
purchase 22,858 shares of common stock of Medgenics at an exercise price
equal to the share price upon Admission. Such new options shall be subject
to vesting over a four-year period and shall be pursuant to the terms and
conditions of the applicable stock option plan and pursuant to the
standard form of option agreement which Medgenics
uses.
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6.6
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Any
tax liability in connection with the options (including with respect to
the grant, exercise, sale of the options or the shares receivable upon
their exercise) shall be borne solely by the
Employee.
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7.
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Term and
Termination
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7.1
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This
Agreement shall commence as of the Effective Date and shall continue
unless this Agreement is terminated as hereafter
provided.
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7.2
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The
Company may terminate this Agreement and the employment relationship
hereunder at its discretion and at any time by giving Employee 3 (three)
months prior written notice (the “Notice Period”). The
Employee may terminate this Agreement and the employment relationship
hereunder at her discretion and at any time by giving the Company 3
(three) months prior written notice (also the “Notice
Period”).
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In
the event of termination of employment by the Company, the Company may, at
its discretion, determine that the Employee’s employment shall cease
immediately or at any time prior to expiration of the Notice Period, and
in such event the Company shall pay the Employee an amount equal to the
salary which would have been paid during the remaining prior Notice
Period.
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6
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7.3
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Termination
With Cause – The Company
may terminate the Employee’s employment effective immediately upon
delivery of written notice for cause. For purposes of this Agreement,
termination for “cause” shall mean and include: (a) conviction of a felony
involving moral turpitude or affecting the Company, Medgenics or its
subsidiaries; (b) any refusal to carry out a reasonable directive of her
CEO or such other officer appointed by the CEO which involves the business
of the Company, Medgenics or its subsidiaries and was capable of being
lawfully performed; (c) embezzlement of funds of the Company, Medgenics or
its subsidiaries; (d) any breach of the Employee’s fiduciary duties or
duties of care to the Company (except for conduct taken in good faith);
(e) any breach of this Agreement by the Employee; (f) any conduct (other
than in good faith) materially detrimental to the Company, including, but
not limited to, sexual harassment and violence. If the employment of the
Employee is terminated for cause, then the Employee shall only be entitled
to: severance pay in the amount required by law, if required; and that
portion of the policy that was contributed to by the
Employee.
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7.4
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Termination Upon Death or
Disability - The Company may terminate the Employee’s employment effective immediately
upon delivery of written notice upon the death of the Employee or after having
established the Employee’s disability. For purposes of this Agreement, “disability” means a
physical or mental infirmity that impairs the Employee’s ability to
substantially perform her duties under the Agreement that continues for a
period of at least ninety (90) consecutive
days.
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7.5
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During
the period following notice of termination by either the Employee or the
Company, the Employee shall cooperate with the Company and use her best
efforts to assist in the integration into the Company’s organization the
person or persons who will assume the Employee’s
responsibilities.
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7.6
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During
any applicable Notice Period this Agreement shall remain in full force and
effect and there shall be no change in the Employee’s position with the
Company or any obligations hereunder, unless otherwise determined by the
Company in a written notice to
Employee.
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7
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8.
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Proprietary
Information
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8.1
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The
Employee acknowledges and agrees that he will have access to information
whether or not proprietary or protected, or capable of protection, by
intellectual property rights concerning (a) the business, financial,
marketing and technical activities of each of Medgenics and the Company
and any other company from time to time within the same group of companies
(the “Group”)
(including without limitation, accounts, financial information, operating
statistics, production and marketing records, forecasts, analyses,
compilations and studies, notes, contacts and personnel data, information
or opinions as to the affairs of the companies within the Group) and (b)
scientific, medical, regulatory information, including regarding product
research and development, including without limitation, designs, plans,
formulae, know-how, development, regulatory production, and other
scientific and technical techniques used by or known to companies within
the Group and (c) Medgenics’, the Company’s and/or the Group’s banking,
investments, investors, properties, employees, marketing plans, customers,
trade secrets, test results, processes, data and know-how, improvements,
inventions, techniques and products (actual or planned). Such information,
whether documentary, written, oral or computer generated, shall be deemed
to be and is referred to as
“Information”.
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8.2
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Information
shall be deemed to include any and all proprietary information disclosed
by or on behalf of Medgenics, the Company and/or the Group and
irrespective of form, but excluding information that (a) was known to the
Employee prior to her association with the Company and can be so proven;
(b) shall have appeared in any printed publication or patent or shall have
otherwise become a part of the public knowledge except as a result of a
breach of this Agreement by the Employee; or (c) shall have been received
by the Employee from a third party having no obligation of confidentiality
to any company within the
Group.
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8.3
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The
Employee agrees and declares that all Information, patents and other
rights in connection therewith shall be the sole property of the Group (or
its applicable member) and its assigns. At all times, both during her
engagement by the Company and after its termination, the Employee will
keep in confidence and trust all Information, and the Employee will not
use or disclose any Information or anything relating to it without the
written consent of the Company, except during the term of this Agreement
as may be necessary in the ordinary course of performing the Employee’s
duties hereunder and in the best interests of the
Group.
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8.4
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Upon
termination of her employment with the Company, the Employee will promptly
deliver to the Company or to another company within the Group all
documents and materials of any nature pertaining to her work with
Medgenics and/or companies within the Group, and she will not take with
her any documents or materials or copies thereof containing any
Information.
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8
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8.5
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The
Employee recognizes that Medgenics and/or companies within the Group
received and will receive confidential or proprietary information from
third parties subject to a duty on Medgenics and/or the Company’s part to
maintain the confidentiality of such information and to use it only for
certain limited purposes. At all times, both during her employment and
after its termination, the Employee undertakes to keep and hold all such
information in strict confidence and trust, and she will not use or
disclose any of such information without the prior written consent of the
Company, except as may be necessary to perform her duties as an employee
of the Company during the term of this Agreement and consistent with
Medgenics’ and/or companies within the Group’s agreement with such third
party. Upon termination of her employment with Medgenics or the Company,
Employee shall act with respect to such information as set forth in
Section 8.4, mutatis
mutandis.
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8.6
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The
Employee’s undertakings in this Section 8 shall remain in full force and
effect after termination of this Agreement or any renewal
thereof.
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9.
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Disclosure and
Assignment of
Inventions
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9.1
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The
Employee understands that the Company is engaged in a continuous program
of research, development, production and marketing in connection with its
business and that, as an essential part of her employment with the
Company, she is expected to make new contributions to and create
inventions of value for the Company. Employee agrees to share with the
Company all her knowledge and experience, provided however that Employee
shall not disclose to the Company any information which Employee has prior
to the date hereof or (if after) with the prior approval of the CEO
undertaken to third parties to keep
confidential
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9.2
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As
of the Effective Date of this Agreement, the Employee undertakes and
covenants that she will promptly and fully disclose in confidence to the
Company all inventions, improvements, designs, original works of
authorship, formulas, concepts, techniques, methods, systems, processes,
compositions of matter, computer software programs, databases, mask works,
and trade secrets, related, directly or indirectly, to the Company’s
business or current or anticipated research and development, whether or
not patentable, copyrightable or protectible as trade secrets, that are
made or conceived or first reduced to practice or created by her, either
alone or jointly with others, during the period of her employment, whether
or not in the course of her employment (“Company
Inventions”).
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9.3
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The
Employee agrees that all Company Inventions will be the sole and exclusive
property of the Company.
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9.4
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Entirely
without prejudice of the foregoing, the Employee hereby irrevocably
transfers and assigns to the Company (including any future rights): (a)
all worldwide patents, patent applications, copyrights, mask works, trade
secrets and other intellectual property rights in any Company Invention;
and (b) to the extent permissible by law any and all “Moral Rights” (as
defined below) that she may have in or with respect to any Company
Invention. She also hereby forever waives and agrees never to assert any
and all Moral Rights she may have in or with respect to any Company
Invention, even after termination of her work on behalf of the Company.
“Moral Rights” mean any rights of paternity or integrity, any right to
claim authorship of an invention, to object to any distortion, mutilation
or other modification of, or other derogatory action in relation to, any
invention, whether or not such would be prejudicial to her honor or
reputation, and any similar right, existing under judicial or statutory
law of any country in the world, or under any treaty, regardless of
whether or not such right is denominated or generally referred to as a
“moral right”. The Employee will not file any patent applications for
Company Inventions other than in the name of the Company (other than such
patent applications which are required by law to be filed by such Employee
but which shall immediately thereafter be assigned for no or nominal
consideration to the
Company).
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9.5
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The
Employee agrees to assist the Company in every proper way to obtain and
enforce for Medgenics and/or the Company, as the case may be, patents,
copyrights, mask work rights, and other legal protections for the
Company’s Inventions in any and all countries. He will execute any
documents that Medgenics or the Company may reasonably request for use in
obtaining or enforcing such patents, copyrights, mask work rights, trade
secrets and other legal protections. Her obligations under this Section
9.5 will continue beyond the termination of her employment with the
Company, provided that the Company will compensate her at a reasonable
rate after such termination for time or expenses actually spent by her at
the Company’s request on such assistance. The Employee hereby irrevocably
appoints the CEO of the Company as her attorney-in-fact to execute
documents on her behalf for this
purpose.
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9.6
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The
Employee’s undertakings in this Section 9 shall remain in full force and
effect after termination of this Agreement or any renewal
thereof.
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10.
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Non-Competition
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10.1
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The
Employee agrees and undertakes that she will not, so long as she is
employed by the Company and for a period of 12 months following
termination of her employment for whatever reason (the “Covenant Period”),
directly or indirectly, as owner, partner, joint venturer, stockholder,
employee, broker, agent, principal, corporate officer, director, licensor
or in any other capacity whatever engage in, become financially interested
in, be employed by, or have any connection with any business or venture
that is engaged in any activities competing with products or services
offered or reasonably anticipated to be offered or under active research
and development by Medgenics or the Company; provided, however, that the
Employee may own securities of any corporation which is engaged in such
business and is publicly owned and traded but in an amount not to exceed
at any one time one percent of any class of stock or securities of such
company, so long as she has no active role in the publicly owned and
traded company as director, employee, consultant or
otherwise.
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10.2
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The
Employee agrees and undertakes that during the Covenant Period, she will
not, directly or indirectly, including personally or in any business in
which she is an officer, director or shareholder, for any purpose or in
any place:
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(a)
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employ
any person employed by the Company or retained by Medgenics or the Company
as a consultant on the date of Employee’s termination of her employment
with the Company or during the preceding five months;
or
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(b)
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seek
to entice away from the Company or interfere with the relationship or the
terms of business applying between the Company and any customer, supplier,
collaborator or licensor of any intellectual property rights to Medgenics’
or the Company with which the Employee dealt within six months of
Employee’s termination of her employment with the
Company.
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10.3
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If
any one or more of the terms contained in this Section 10 shall for any
reason be held to be excessively broad with regard to time, geographic
scope or activity, the term or scope shall be construed in a manner to
enable it to be enforced to the extent compatible with applicable
law.
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10.4
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The
Employee’s undertakings in this Section 10 shall remain in full force and
affect after termination of this Agreement or any renewal
thereof.
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11.
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Rights Upon
Termination
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Upon
termination of this Agreement by the Company for any reason whatsoever
other than by death, disability or justifiable cause, as defined herein,
the Employee shall be entitled to the payment of her full salary,
including insurance and social benefits as set for in Sections 4-6 above,
during a period of 6 months if her employment is terminated with the first
12 months of the beginning of the Start Date, and an additional month for
each 12 months of employment thereafter. Any severance amounts required to
be paid under applicable law shall be applied against amounts payable as
severance under the preceding sentence such that the Employee shall not
receive, from any source, in excess of her full salary, including
insurance and social benefits, for the applicable severance period- Upon a
termination by the Company for death, disability or justifiable cause or a
termination by the Employee, the Employee shall not be entitled to receive
any severance or other amounts, except such severance as required under
applicable law, the severance fund maintained up to the date of
termination pursuant to Section 5.1 and such payouts on life and
disability insurance policies (including the life and disability amounts
referenced in Section 5.1).
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12.
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Mutual
Representations
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12.1
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The
Employee represents and warrants to Medgenics and the Company that the
execution and delivery of this Agreement and the fulfillment of the terms
hereof (a) will not constitute a default under or conflict with any
agreement or other instrument to which she is a party or by which she is
bound, and (b) do not require the consent of any person or
entity.
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12.2
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The
Company represents and warrants to the Employee that this Agreement has
been duly authorized, executed and delivered by the Company and that the
fulfillment of the terms hereof (a) will not constitute a default under or
conflict with any agreement or other instrument to which it is a party or
by which it is bound, and (b) do not require the consent of any person or
entity.
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12.3
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Each
party hereto warrants and represents to the other that this Agreement
constitutes the valid and binding obligation of such party enforceable
against such party in accordance with its terms subject to applicable
bankruptcy, insolvency, moratorium and similar laws affecting creditors’
rights generally, and subject, as to enforceability, to general principles
of equity (regardless if enforcement is sought in proceeding in equity or
at law).
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13.
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Notice;
Addresses
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13.1
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The
addresses of the parties for purposes of this Agreement shall be the
addresses set forth above, or any other address which shall be provided by
due notice.
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13.2
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All
notices in connection with this Agreement shall be sent by registered mail
or delivered by hand to the addresses set forth above, and shall be deemed
to have been delivered to the other party at the earlier of the following
two dates: if sent by registered mail, as aforesaid, three business days
from the date of mailing; if delivered by hand, upon actual delivery or
proffer of delivery (in the event of a refusal to accept it) at the
address of the addressee. Delivery by facsimile or other electronic mail
shall be sufficient and be deemed to have occurred upon electronic
confirmation of receipt.
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14.
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Miscellaneous
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14.1
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The
preamble to this Agreement constitutes an integral part
hereof.
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14.2
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Headings
are included for reference purposes only and are not to be used in
interpreting this Agreement.
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13
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14.3
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The
provisions of this Agreement are in lieu of the provisions of any
collective bargaining agreement, and therefore, no collective bargaining
agreement shall apply with respect to the relationship between the parties
hereto (subject to the applicable provisions of
law).
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14.4
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No
failure, delay or forbearance of either party in exercising any power or
right hereunder shall in any way restrict or diminish such party’s rights
and powers under this Agreement, or operate as a waiver of any breach or
nonperformance by either party of any terms or conditions
hereof.
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14.5
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Any
determination of the invalidity or unenforceability of any provision of
the Agreement shall not affect the remaining provisions hereof unless the
business purpose of this Agreement is substantially frustrated
thereby.
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14.6
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This
Agreement is personal and non-assignable by the Employee. It shall inure
to the benefit of any corporation or other entity with which Medgenics or
the Company shall merge or consolidate or to which Medgenics or the
Company shall lease or sell all or substantially all of its assets, and
may be assigned by Medgenics or the Company to any affiliate of Medgenics
or the Company or to any corporation or entity with which such affiliate
shall merge or consolidate or which shall lease or acquire all or
substantially all of the assets of such affiliate. Any assignee must
assume all the obligations of Medgenics or the Company, as the case may
be, hereunder, but such assignment and assumption shall not serve as a
release of Medgenics or the
Company.
|
|
|
14.7
|
The
Employee is obligated to keep all the terms and covenants of this
Agreement under strict
confidentiality.
|
|
|
14.8
|
This
Agreement sets forth the entire agreement of the parties hereto in respect
of the subject matter contained herein and supersedes all negotiations,
undertakings, agreements, representations or warranties, whether oral or
written, by any officer, employee or representative of Medgenics or the
Company or any party thereto; and any prior agreement of the parties
hereto or of the Employee and Medgenics and/or the Company in respect of
the subject matter contained herein is hereby terminated and cancelled.
Any modification to the Agreement can only be made in writing, signed by
the Employee and the CEO, with the approval of the
Board.
|
14
|
|
14.9
|
It
is hereby agreed between the parties that the laws of the State of Israel
shall apply to this Agreement and that the sole and exclusive place of
jurisdiction in any matter arising out of or in connection with this
Agreement shall be the applicable Tel-Aviv
court.
|
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the Effective Date first above
written.
|
/s/ Xxxxxx
Xxxxxxxx
|
/s/ Xxxxxxx
X. Xxxxxx
|
|
|
MEDGENICS
MEDICAL ISRAEL, LTD.
|
Xxxxxxx
X. Xxxxxx
|
|
|
By: Xx. Xxxxxx X. Xxxxxxxx,
CEO
|
||
|
/s/ Xxxxxx
Xxxxxxxx
|
||
|
By: Xx. Xxxxxx X. Xxxxxxxx,
CEO
|
15
EXHIBIT
A
Goal Bonus Criteria Through
June 30, 2008
The total Goal Bonus of $10,000
shall be allocated to the achievement of the following by June 30,
2008:
|
|
1.
|
50% for Listing on AIM
Exchange
|
|
|
2.
|
10% for Move to new
facilities:
|
|
|
3.
|
30% for implementing agreed AIM
compatible governance procedures: adoption of ethics and other standards,
implementation of updated accounting and budget controls, file and
office organization,
|
|
|
4.
|
10% for expansion of
Staff
|
16
EXHIBIT
B
Team Leadership Bonus
Criteria for the period from the Effective Date through June 30,
2008
The CEO
and the Board will
evaluate the Employee’s performance from the Effective Date
through June 30, 2008 and the Team Leadership Bonus of $5,000 will be awarded
based on the overall average score (as determined by the CEO and the Board)
earned by Employee in the areas listed below.
|
5
(exceeds expectations) =
|
110%
bonus
|
|
|
4
(very good) =
|
100%
bonus
|
|
|
3
(OK) =
|
80%
bonus
|
|
|
2
(needs improvement) =
|
50%
bonus
|
|
|
1
(seriously deficient) =
|
20%
bonus
|
|
|
1.
|
Teamwork:
Helping to organize and maintain a team spirit, with good communication,
and fruitful cooperation among the team — both in Employee’s own area of
responsibility and with other parts of the organization — and put team
success ahead of Employee’s own personal ambitions/parochial
objectives
|
|
|
2.
|
Proactive
orientation: Having eyes always open to optimize the plan, to seize
opportunities to achieve goals, to spot ways to avoid problems and delays,
and to prevent mistakes or minimize downside if
unavoidable.
|
|
|
3.
|
Advocate
for Company/strategy: vigorous supporter of the Company, its leadership,
its technology, its strategy, speaking both internally and externally to
enhance support
|
|
|
4.
|
Energy:
Devoting vigorous effort, dedication, and great energy to the
tasks
|
|
|
5.
|
Courage:
Confronting and deal with thorny or uncomfortable issues that need to be
dealt, to make “out of the box” proposals that will have a positive impact
on company timelines AND quality of the work
product
|
|
|
6.
|
Improvisation/creative
problem-solving: Finding ways around or through a “no” and not accept it
as an answer, to seek ways to move up schedules by suppliers and by the
Company; Engineer and optimize the XXXXX and its execution on an ongoing
basis, to achieve goals earlier and
better
|
|
|
7.
|
Transparency
— Admitting when there are difficulties, problems or mistakes so there are
no “unpleasant surprises” or embarrassments and so other colleagues can
weigh in and collaborate in problem
solving
|
17
|
|
8.
|
Business
acumen — Understanding the impact of Employee’s decisions on business as
well as scientific success and understands “big picture” implications of
actions, communication and decisions on business success and strategy
execution
|
|
|
9.
|
Continuous
learning — Willing to challenge self and keep stretching/learning, look
for new methods/techniques
|
|
10.
|
Data-driven
decision-making — Striving to make decisions based on factual assessments
of impact on goals, not solely on conjecture or “gut feeling”, and not on
ego
|
18
