EXHIBIT 10(i)
Specimen Option agreement for Xxx/Alles/Xxxxx
EXECUTIVE EMPLOYMENT AGREEMENT
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This Executive Employment Agreement ("Agreement") is made and effective
_________, by and between Computerized Thermal Imaging, Inc., a Nevada
Corporation ("Company") and __________ ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1) EMPLOYMENT.
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Company hereby agrees to initially employ Executive as its ___________ 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.
2) DUTIES OF EXECUTIVE.
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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 senior
officer 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 specifically authorized and
directed to: 1) develop and implement the Company's strategy for utilizing third
party technology and manufacturing partners; 2) support advancement of the
Company's corporate infrastructure; and 3) prepare for and implement marketing
the Company's Breast Thermal Imaging and related products.
3) COMPENSATION.
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Executive will be paid compensation during this Agreement as follows:
a) A base salary of ___________ per year, payable in installments
according to the Company's regular payroll schedule. The base
salary shall be adjusted at the end of each year of employment
at the discretion of the board of directors.
b) Additional consideration, (subject to Section 3 below) in the
form of nonqualified "Common Stock Options" of the Company,
entitling the Executive to purchase ___________ shares of
common stock of the Company such options to vest as follows:
o ___________ upon signing of this Agreement.
o ___________ on first anniversary date of Executive's employment.
o ___________ on second anniversary date of Executive's employment.
o ___________ on third anniversary date of Executive's employment.
3) Common Stock Options to be granted to Executive pursuant to this Agreement
shall be granted subject to an affirmative vote of the Company's shareholders at
its scheduled shareholder meeting on June 27, 2000 to increase the authorized
common stock of the Company sufficient to provide that common shares underlying
the Common Stock Option shall be fully authorized and legal shares of the
Company. If an affirmative shareholder vote is not obtained, then Company and
Executive shall determine an alternative means of compensation Executive, such
means to be determined through good faith negotiations between Company and
Executive.
4) Common Stock Options granted to Executive and vested pursuant to paragraph 2
above shall be exercisable at a price of $___________ per common share for a
period commencing May 8, 2000 and ending 15 days following termination of
Executive's employment with the Company.
5) Each party hereto agrees that the Common Stock Options granted hereunder, and
shares underlying such options, shall not be registered under the 1933 Act and
the Company shall be under no obligation whatsoever to register the Common Stock
Options or the common stock underlying the exercise of such Common Stock
Options. Notwithstanding, the Company hereby grants the Executive "piggy-back"
rights with respect to common shares underlying Common Stock Options and agrees
to include, at the Company's expense, such underlying shares in a registration
statement to be filed with the Securities and Exchange Commission following
approval of such shares as provided for in Section 3. Executive shall have no
rights to determine when such registration statement shall be filed or become
effective.
6) Executive, the holder of the Common Stock Options, by acceptance hereof,
agrees that the common stock to be issued upon exercise of such Common Stock
Options, are being acquired for investment and that such holder will not offer,
sell or otherwise dispose of any common stock to be issued upon exercise thereof
except under circumstances that will not result in a violation of the 1933 Act
or any applicable state Blue Sky law. All common stock issued upon exercise of
the Common Stock Options, or part thereof, (unless registered under the 0000
Xxx) shall bear a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THESE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED"
7) With respect to any offer, sale or other disposition of any Common Stock
Options or any shares of common stock acquired pursuant to the exercise of the
Common Stock Options, or any part thereof, prior to registration of such shares,
the holder hereof and each subsequent holder, agrees to give written notice to
the Company prior thereto, describing briefly the manner thereof, together with
a written opinion of such holder's counsel, if requested by the Company, to the
effect that such offer, sale or other disposition may be effected without
registration or qualification of such options of common stock under the 1933 Act
or any applicable state Blue Sky law then in effect, and indicating whether or
not under any of said laws certificates for such options or common stock to be
sold or otherwise disposed of require any restrictive legend as to applicable
restrictions on transferability in order to ensure compliance therewith. Upon
receiving such written notice and reasonably satisfactory opinion, if so
requested, the Company shall notify such holder that such holder can sell or
otherwise dispose of such options or common stock, all in accordance with the
terms of the notice delivered to the Company, a copy of which is attached hereto
as Exhibit A. If a determination has been made pursuant to this section 5 that
the opinion of counsel for the holder is not reasonably satisfactory to the
Company, the Company shall so notify the holder promptly after such
determination has been made.
8) BENEFITS.
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A. Holidays. Executive will be entitled to nine (9) paid holidays each calendar
year and three (3) 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.
B. VACATION. Executive shall be entitled to fifteen (15) paid vacation days each
year of employment.
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 INSURANCE. Company agrees to include Executive in the group medical
and hospital plan of Company, if any. Alternatively, if the Company does not
maintain such a plan, the Company shall reimburse Executive for premiums
reasonably incurred to provide Executive with medical insurance for Executive
and Executive's immediate dependents.
E. 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 receipts as required by the Company policy and reasonably requested by
the board of directors to substantiate such expenses.
9) TERM AND TERMINATION.A. The Term of this Agreement shall commence on May 8,
2000 and shall continue in effect for a period of three (3) years. Thereafter,
the Agreement may, in the Company's sole discretion, be renewed upon the mutual
agreement of Executive and Company
B. This Agreement and Executive's employment may be terminated by Company at its
discretion at any time. In the event of such a "discretionary termination," and
provided such termination is not pursuant to paragraphs C or D, below, all
Common Stock Options granted to the date of discretionary termination, and all
Common Stock Option that would, with the lapse of time, be granted to Executive
if such discretionary termination had not occurred, shall immediately vest and
become exercisable by Executive. A decrease in title, responsibilities or
compensation shall, for purposes of this Agreement, be considered a
discretionary termination of Executive.
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 and any agreements related hereto, 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 or is incompetent of the duties
to be performed under this Agreement and such neglect or incompetence is not
remedied for a period of six months following written notification of such
neglect or incompetence, 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, or there is a material change
in its senior management, this Agreement shall not be terminated and Company
agrees to use its best efforts to ensure that the transferee, surviving company
or new management is bound by the provisions of this Agreement.
F. In the event Company declares bankruptcy, dissolves, liquidates or is
otherwise declared insolvent (an "Event"), then all Common Stock Options
granted, and which would, with the lapse of time, be granted to Executive if
such Event had not occurred, shall vest and become exercisable by Executive 10
days prior to the occurrence of such Event.
10) NOTICES.
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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:
Computerized Thermal Imaging, Inc.
000 Xxxxxxxx Xxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
If to Executive:
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11) FINAL AGREEMENT.
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This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
12) GOVERNING LAW.
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This Agreement shall be construed and enforced in accordance with the laws of
the state of Utah.
13) HEADINGS.
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Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
14) NO ASSIGNMENT.
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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.
15) SEVERABILITY.
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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.
16) ARBITRATION.
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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 Layton, Utah, 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 as 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.
Computerized Thermal Imaging, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx Employee
Chief Executive Officer
