EXHIBIT 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and effective this 1st
day of June, 2003 by and between VERDISYS, INC. ("COMPANY") and XXXXX XXXX
("EXECUTIVE").
NOW, THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT
Company hereby agrees to initially employ Executive as its Chief Operations
Officer and Executive hereby accepts such employment in accordance with the
terms of this Agreement and the terms of employment applicable to regular
employees of Company. In the event of any conflict or ambiguity between the
terms of this Agreement and terms of employment applicable to regular
employees, the terms of this Agreement shall control. Election or
appointment of Executive to another office or position, regardless of
whether such office or position is inferior to Executive's initial office
or position, shall not be a breach of this Agreement.
2. DUTIES OF EXECUTIVE
The duties of Executive shall include the performance of all of the duties
typical of the office held by Executive as described in the bylaws of the
Company and such other duties and projects as may be assigned by a superior
officer of the Company, if any, or the board of directors of the Company.
Executive shall devote his entire productive time, ability and attention to
the business of the Company and shall perform all duties in a professional,
ethical and businesslike manner. Executive will not, during the term of
this Agreement, directly or indirectly engage in any other business, either
as an employee, employer, consultant, principal, officer, director,
advisor, or in any other capacity, either with or without compensation,
without the prior written consent of Company. In addition to the duties
described herein, Executive is also authorized and directed to do the
following.
3. COMPENSATION
Executive will be paid compensation during this Agreement as follows:
a. A base salary of $140,000.00 (one hundred and forty thousand
dollars) year one, $170,000.00 year two and $200,000.00 year
three; payable in installments according to the Company's regular
payroll schedule. Scheduled increases will happen at the fiscal
year end of each year.
b. A Management By Objectives (MBO) plan will be made available as
additional incentive salary in a separate agreement.
c. Stock Options. Options for 1,000,000 shares of common stock with
a $0.10 per share strike price to transfer immediately upon the
execution of this agreement (these options will be in addition to
option agreements already previously in force). In addition,
executive will receive options for 100,000 shares of common stock
per year, transferable on the anniversary of the execution of
this agreement every year for the term of this agreement. All
previous Verdisys stock options from the period of 7/10/2000 -
present, that are not already vested for purchase will become
immediately available for vested purchase upon execution of this
agreement in accordance with said
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existing stock option agreements. All stock options will have an
exercise period of 60 months from origination of documents.
d. Past due Compensation. Dispensation(s) of all past due
compensation owed to executive will be negotiated in a separate
agreement.
4. BENEFITS
a. Holidays. Executive will be entitled to at least 14 paid holidays
each calendar year and 10 personal days. Company will notify
Executive on or about the beginning of each calendar year with
respect to the holiday schedule for the coming year. Personal
holidays, if any, will be scheduled in advance subject to
requirements of Company. Such holidays must be taken during the
calendar year and cannot be carried forward into the next year.
Executive is not entitled to any personal holidays during the
first six months of employment.
b. Vacation. Following the first six months of employment, Executive
shall be entitled to 30 days paid vacation each year accruing
monthly at a rate of 2.5 days per month to a maximum of 180 days.
c. Sick Leave. Executive shall be entitled to sick leave and
emergency leave according to the regular policies and procedures
of Company. Additional sick leave or emergency leave over and
above paid leave provided by the Company, if any, shall be unpaid
and shall be granted at the discretion of the board of directors.
d. Medical and Group Life Insurance. Company agrees to include
Executive in the group medical and hospital plan of Company and
provide group life insurance for Executive at no charge to
Executive in the amount of 1,000,000.00 (one million dollars)
during this Agreement. Executive shall be responsible for payment
of any federal or state income tax imposed upon these benefits.
e. Pension and Profit Sharing Plans. Executive shall be entitled to
participate in any pension or profit sharing plan or other type
of plan adopted by Company for the benefit of its officers and/or
regular employees.
f. Automobile. Verdisys will provide to Executive the use of an
automobile of executive's choice at a gross purchase price not to
exceed $45,000.00. Verdisys agrees to replace the automobile with
a new one at executive's request no more often than once every
two years. Verdisys will pay all automobile operating expenses
incurred by executive in the performance of Verdisys duties.
Verdisys will procure and maintain in force an automobile
liability policy for the automobile with coverage, including
executive, in the minimum amount of $1,000,000 combined single
limit on bodily injury and property damage.
g. Expense Reimbursement. Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and
entertainment, incurred by Executive in the performance of
Executive's duties. Executive will maintain records and written
receipt as required by the Company policy and reasonably
requested by the board of directors to substantiate such
expenses.
5. TERM AND TERMINATION
a. The Initial Term of this Agreement shall commence on April 1,
2003 and it shall continue in effect for a period of three years.
Thereafter, the Agreement
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shall be renewed upon the mutual agreement of Executive and
Company. This Agreement and Executive's employment may be
terminated at Company's discretion during the Initial Term,
provided that Company shall pay to Executive an amount equal to
payment at Executive's base salary rate for the remaining period
of Initial Term, plus an amount equal to 150% of Executive's base
salary. In the event of such termination, Executive shall not be
entitled to any incentive salary payment or any other
compensation then in effect, prorated or otherwise.
b. This Agreement and Executive's employment may be terminated by
Company at its discretion at any time after the Initial Term,
provided that in such case, Executive shall be paid 150% of
Executive's then applicable base salary.
c. This Agreement may be terminated by Executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company. In the event of termination by Executive
pursuant to this subsection, Company may immediately relieve
Executive of all duties and immediately terminate this Agreement,
provided that Company shall pay Executive at the then applicable
base salary rate to the termination date included in Executive's
original termination notice.
d. In the event that Executive is in breach of any material
obligation owed Company in this Agreement, habitually neglects
the duties to be performed under this Agreement, engages in any
conduct which is dishonest, damages the reputation or standing of
the Company, or is convicted of any criminal act or engages in
any act of moral turpitude, then Company may terminate this
Agreement upon five (5) days notice to Executive. In event of
termination of the agreement pursuant to this subsection,
Executive shall be paid only at the then applicable base salary
rate up to and including the date of termination. Executive shall
not be paid any incentive salary payments or other compensation,
prorated or otherwise.
e. In the event Company is acquired, or is the non-surviving party
in a merger, or sells all or substantially all of its assets,
this Agreement shall not be terminated and Company agrees to use
its best efforts to ensure that the transferee or surviving
company is bound by the provisions of this Agreement.
6. NOTICES
Any notice required by this Agreement or given in connection with it, shall
be in writing and shall be given to the appropriate party by personal
delivery or by certified mail, postage prepaid, or recognized overnight
delivery services;
If to Company:
Verdisys, Inc.
00000 X-00 Xxxxx
Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
If to Executive:
Xxxxx X. Xxxx
00 Xxxx Xxxxx Xxxxx
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Xxx Xxxxxxxxx, XX 00000
7. FINAL AGREEMENT
This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof. This Agreement may be modified
only be a further writing that is duly executed by both parties.
8. GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws
of the state of Texas.
9. HEADINGS
Headings used in this Agreement are provided for convenience only and shall
not be used to construe meaning or intent.
10. NO ASSIGNMENT
Neither this Agreement nor any or interest in this Agreement may be
assigned by Executive without the prior express written approval of
Company, which may be withheld by Company at Company's absolute discretion.
11. SEVERABILITY
If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
12. ARBITRATION
The parties agree that they will use their best efforts to amicably resolve
any dispute arising out of or relating to this Agreement. Any controversy,
claim or dispute that cannot be so resolved shall be settled by final
binding arbitration in accordance with the rules of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator or arbitrators may be entered in any court having jurisdiction
thereof. Any such arbitration shall be conducted in Texas, or such other
place as may be mutually agreed upon by the parties. Within fifteen (15)
days after the commencement of the arbitration, each party shall select one
person to act arbitrator, and the two arbitrators so selected shall select
a third arbitrator within ten (10) days of their appointment. Each party
shall bear its own costs and expenses and an equal share of the
arbitrator's expenses and administrative fees of arbitration.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
_________________________ ___________________________
By:______________________ By: Xxxxx X. Xxxx
Title: __________________ Chief Operations Officer
Verdisys, Inc. Verdisys, Inc.
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