Exhibit 10.9
Employment Agreement
This Employment Agreement (the "Agreement") is made effective as of the
1st day of July 2004, by and between Innovative Energy Solutions, Inc., a
Nevada corporation (the "Corporation") and Xxxxxx X Xxxxxxx, 11412-102 Avenue,
Edmonton, Alberta, Canada T5K-
0P9 SS # ###-##-#### ("Employee").
WHEREAS, in conjunction with the effectuation of its future plans, the
Corporation desires to assure itself of the continuing services of Employee
during the term hereof, and
WHEREAS, employee is agreeable to such arrangement on the terms and
conditions hereinafter set forth and Employee desires to insure his continued
employment by the Corporation.
NOW THEREFORE, in consideration of the promises and the mutual covenants
and agreements herein set forth, the parties hereto agree as follows:
1. Employment. The Corporation hereby employs Employee and Employee
hereby accepts such employment by the Corporation upon the terms and conditions
hereinafter set forth, all other agreements, arrangements and undertakings
between the Corporation and Employee with respect to employment being
superseded hereby for all purposes.
2. Term. The term of said employment shall be for one (3) year,
beginning on July 1, 2004 and, subject to Paragraph 8, terminating on July 1,
2007, unless extended pursuant to Paragraph 9.
3. Compensation. As compensation for all services he may render to the
Corporation, the Corporation shall pay to Employee:
3.1. Employee shall be paid an annual salary of $100,000. C.A.
and bonus to be determined based on performance. A ninety (90)
evaluation period is part of this agreement.
3.2 Such bonus that may, but need not be, be declared and paid
from time to time in the sole and absolute discretion of the Board
of Directors of the Corporation or duly-authorized Compensation
Committee thereof, after taking into consideration the performance
of the Corporation, profitability, working capital requirements and
such other factors as shall be determined by the Board of Directors
of the Corporation or the duly-authorized Compensation Committee
thereof.
a.Employee shall receive stock option for service render at
the end of each employed year.
b.Employee shall be reimbursed for approved expenses
c.Vacation awarded as per the employee manual
x.Xxxxxx insurance as provided in the employee manual.
4. Duties. For the entire term of this Employment Agreement, Employee
shall be employed in the capacity of Project Manager overseeing and management
of all daily activities at the Company's facility. Other duties as instructed
by management of the Corporation. Employee shall do and perform all services
or acts necessary or advisable, subject to the policies set by management of
the Corporation. Employee shall have such powers and authorities as shall be
conferred by management of the Corporation.
5. Extent of Services.
5.1. For the full terms of this Employment Agreement, Employee
shall devote substantially all of this attention, abilities and
energies to the business of the Corporation during regular
business hours.
5.2. Employee shall not, without the prior written consent of the
Corporation or unless otherwise permitted pursuant to this
Paragraph 5, directly or indirectly, during the term of this
Employment Agreement, engage in any activity competitive with or
adverse to the Corporation's business or welfare, whether alone,
as a partner, or as an officer, director, employee or shareholder
of any other business entity, except that the ownership of not
more than five percent (5%) of the equity securities of any
publicly traded corporation shall not be deemed a violation of
this paragraph 5.2.
6. Benefits.
6.1. Employee shall receive medical and disability insurance and
other fringe benefits on a basis not less favorable as the same are
extended to other key employees of the Corporation.
6.2. Employee shall be entitled in each year of the term of this
Employment Agreement to such vacation and sick leave as shall be
determined by the Board of Directors, during which time his
compensation pursuant to Paragraph 3 hereof, shall be paid in full.
7. Expenses. Subject to written policies, which may be established from
time to time by the Board of Directors of the Corporation, Employee is
authorized to incur reasonable expenses in performing his obligations
hereunder, including expenses for entertainment, travel and similar items. The
Corporation agrees to reimburse Employee for all such expenses upon
presentation from time to time of itemized accounts of such expenditures.
8. Termination.
8.1. The employment of Employee hereunder may be terminated at any
time by action of the Corporation's Board of Directors for
any of the following:
8.1.1. Upon thirty (30) days prior written notice in the
event of illness or permanent disability of Employee resulting in a failure to
discharge substantially his duties under this Employment Agreement for a period
of six (6) consecutive months or a total of two hundred ten (210) days during
any calendar year, and upon such termination, Employee shall be entitled to
receive and shall be paid all compensation pursuant to Paragraph 3 hereof
through and including the date of termination; or
8.1.2. At any time upon the occurrence of any one or more of
the following events:
8.1.2.1. Employee's repeated intentional failure or refusal
to perform such duties consistent with her capacity as sales assistance of the
Corporation;
8.1.2.2. Employee's fraud, dishonesty or other willful
misconduct in the performance of services on behalf of the Corporation; or
8.1.2.3. A material breach of any provision of this
Employment Agreement that has not been corrected by Employee within thirty (30)
days after receipt by him of written notice of such breach, in which case the
Corporation shall not be required to pay any further compensation to Employee.
Termination of Employee's employment under this Paragraph 8 shall not be in
limitation of any other right or remedy that the Corporation may have under
this Employment Agreement or otherwise.
8.1.2.4 Employee failure or unable to fulfill the
responsibilities of the position in which she was employed.
8.2 Employee may terminate this Employment Agreement upon a
material breach of any provision of this Employment Agreement by the
Corporation that has not been corrected by the Corporation within thirty (30)
days after receipt by it of written notice of such breach.
8.3 This Employment Agreement shall not be terminated by any
of the following:
8.3.1 Merger or consolidation where the Corporation is not
the resulting or surviving corporation or entity; or
8.3.2 Transfer of substantially all of the assets of the
Corporation. In the event of any such merger, consolidation or transfer of
assets, the surviving or resulting corporation or entity or the transferee of
the Corporation's assets shall remain bound by and shall continue to obtain the
benefits of the provisions of this Agreement.
9. Renewal. This Employment Agreement shall be automatically renewed
for successive one (1) year periods, unless written notice of termination is
given by one party to the other party not less than three (1) months prior to
the end of the term hereof or any renewal hereof. For any renewal period, the
compensation to be paid by the Corporation to Employee shall be as mutually
determined by the Corporation and Employee but is to be not less than the
amount paid pursuant to Paragraph 3.1.
10. Nondisclosure Covenant. During the term of employment, Employee will
have access to and acquire various confidential knowledge, including without
limitation compilations of information, which are owned by the Corporation and
which are regularly used by the Corporation in the operation of its business.
During the term of employment and for two (2) years after termination of
employment, Employee agrees to safeguard and, except for the benefit of the
Company, not to disclose, directly or indirectly, to anyone outside the Company
any proprietary or confidential information acquired while working for the
Company. Such information includes, without limitation, business plans,
customer lists, operating procedures, trade secrets, design formulas, know-how
and processes, computer programs and inventions, discoveries, and improvements
of any kind. All files, records, documents and other items relating to the
business of the Corporation, whether prepared by Employee or otherwise coming
into his possession, shall remain the exclusive property of the Corporation.
11. Sever-able Provisions. The provisions of this Employment Agreement
are sever-able, and if any one or more provisions are determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.
12. Waiver. Either party's failure to enforce any provision or
provisions of this Employment Agreement shall not in any way be construed as a
waiver of any such provision or provisions as to any future violation thereof,
nor prevent that party thereafter from enforcing each and every other provision
of this Employment Agreement. The rights granted to both parties hereunder are
cumulative and waiver of any single remedy shall not constitute a waiver of
either party's right to assert all other legal remedies available to him or it
under the circumstances.
13. Merger Clause. This Employment Agreement supersedes all prior
agreements and understandings between the parties and may not be modified,
waived or terminated orally. No attempted modification, waiver or termination
shall be valid unless in writing and signed by the party against whom the same
is sought to be enforced.
14. Governing Law. This Employment Agreement hall be governed by and
construed in accordance with the laws of the State of California.
15. Attorney's Fees. In any action brought to enforce any provision of
this Agreement, the losing party shall pay the prevailing party's reasonable
attorney's fees and costs.
IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement effective as of the date and year first set forth above.
Employee Innovative Energy Solutions, Inc.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxx
By:___________________________ By: _______________________
Dr:Xxxxxx X Xxxxxxx Xxxxxxx Xxxxxxxx,It's
CEO
