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EXHIBIT 10.10
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made this 2nd day of January
2001, by and between INTEGRAL TECHNOLOGIES, INC., a Nevada corporation, with
principal executive offices located at 000 Xxxx Xxxxxxx Xxxxx, #0, Xxxxxxxxxx,
Xxxxxxxxxx 00000 (the "Company"), and XXXXXXX X. XXXX, an individual residing at
0000 Xxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxx 00000 (the "Executive").
RECITALS
WHEREAS, the parties have entered into an Employment Agreement dated
October 1, 1997, as amended March 15, 1999.
WHEREAS, the parties desire that this Agreement replace and supercede all
prior agreements between the Executive and the Company related to the subject
matter herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
representations and warranties of each other contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Executive and the Company agree as follows:
ARTICLE I
EMPLOYMENT
The Company hereby employs the Executive; and the Executive hereby accepts
such employment and agrees to serve as an employee and Director of the Company,
subject to and upon the terms and conditions set forth in this Agreement.
ARTICLE II
TITLE AND DUTIES
(A) During the term of employment with the Company, and subject to the
direction of the Board of Directors, the Executive shall perform duties and
functions consistent with his employment hereunder as an officer and director of
the Company in the capacity of President, Secretary and Chief Financial Officer,
as further defined in the Company's bylaws. The Executive shall also perform
duties and functions consistent with his employment hereunder as an officer and
director of each subsidiary of the Company.
(B) The Executive agrees to devote his best efforts to the performance of
his duties for the Company; to render his services to any joint venture,
subsidiary or affiliated business of the Company; to participate in establishing
the direction of the Company's business; and to promote the Company's
relationships with its employees, customers and others in the business and
financial communities.
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ARTICLE III
COMPENSATION
(A) The Company shall pay to the Executive $156,000 per year for all
services to be rendered pursuant to the terms of this Agreement. Such salary is
payable in accordance with the Company's normal payroll procedures. The Board of
Directors may increase the Executive's salary from time to time in its
discretion.
(B) The Company shall grant the Executive options to acquire 240,000 shares
of the Company's common stock at an exercise price of $.65 per share. The
options are fully vested and may be exercised in whole or in part at any time
after February 1, 2001. All options shall expire the earlier of December 31,
2005, or one year following the termination of employment with the Company. The
following terms and conditions apply to the options: (i) both the number of
options and the exercise price are subject to appropriate adjustments in the
event of any stock split, stock dividend or other change in capital structure
affecting the Company's common stock, (ii) the options and the shares of common
stock issuable upon exercise of the options are subject to restrictions on
transfer, as required by applicable federal and state securities laws; (iii)
options which have not vested on or before the date of termination of the
Executive's employment shall terminate on such date, and (iv) notwithstanding
the expiration date, all vested options must be exercised within the earlier of
the expiration date of the options or one year after termination of the
Executive's employment. The Executive acknowledges that as long as he remains an
executive officer of the Company, he shall be deemed an "affiliate" and/or a
"control person" for purposes of reporting and compliance under the rules and
regulations of the Securities and Exchange Commission.
(C) The Executive shall be eligible to receive bonuses, based on the extent
the Executive achieves certain goals and objectives, to be determined by mutual
agreement between the Executive and the Board of Directors.
(D) The Board of Directors may at its discretion from time to time grant to
the Executive additional options to purchase shares of common stock of the
Company.
ARTICLE IV
WORKING CONDITIONS AND BENEFITS
(A) The Executive shall be entitled to paid vacations during each year of
his employment with the Company in accordance with Company practice in that
year. The Executive shall also be entitled to leave for illness or temporary
disability, subject to the terms of Article VII(B), which may be paid or unpaid,
in accordance with the policies of the Company in effect at that time.
(B) The Executive is authorized to incur reasonable and necessary expenses
for promoting the business of the Company, including authorized expenses for
entertainment, travel and similar items. The Company shall reimburse the
Executive in accordance with the policies of the Company in effect from time to
time for all such expenses, upon presentation by the Executive of an itemized
account of such authorized expenditures.
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(C) The Executive shall be employed by the Company at its executive offices
in Bellingham, Washington. The Executive shall travel on the Company's behalf to
the extent reasonable and necessary and be reimbursed for such travel.
(D) The Company shall provide to the Executive, to the full extent provided
for under the laws of the Company's state of incorporation and the Company's
bylaws, indemnification for any claim or lawsuit which may be threatened,
asserted or commenced against the Executive by reason of the fact that he is or
was a director, officer, employee or other agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or other
agent of another corporation, partnership, joint venture, trust, or other
enterprise or employee benefit plan, provided that indemnification shall not be
provided in violation of applicable law. The Company shall also provide the
Executive with mandatory advancement of expenses upon receipt by the Company of
Executive's written undertaking to repay any such amount advanced if he is
ultimately found not to be entitled to indemnification under applicable law.
ARTICLE V
OTHER BENEFITS
(A) During the term hereof, the Executive shall be entitled to receive such
of the following other benefits of employment available to other members of the
Company's senior executive management: major medical health benefits, life
insurance benefits, pension, profit sharing and income protection or disability
plans, in each instance, consistent with the Executive's position.
(B) The Executive shall be entitled to receive an automobile allowance up
to $1000 per month.
ARTICLE VI
TERM
The term of this Agreement shall commence as of January 2, 2001 and
continue until December 31, 2002, unless this Agreement is terminated pursuant
to the terms hereof.
ARTICLE VII
TERMINATION
(A) The Executive may voluntarily terminate this Agreement at any time upon
written notice to the Company. The Executive shall provide at least one month
advance notice to the Company of his election to voluntarily terminate this
Agreement.
(B) The Company may terminate this Agreement upon written notice to the
Executive if the Executive becomes disabled or suffers an illness and as a
result of such disability or illness is substantially unable to perform the
Executive's duties hereunder for a period of three (3) consecutive months or an
aggregate of ninety (90) working days over a consecutive twelve (12) month
period; such notice shall be forwarded to the Executive by the Company upon and
after a resolution of the Company's Board of Directors authorizing such
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notification. In the event of the Executive's death, this Agreement shall
terminate upon the date of death.
(C) The Company may terminate this Agreement for cause upon written notice
from the Company to the Executive if the Executive has materially violated the
terms of this Agreement or committed acts of misconduct or willfully fails to
carry out the policies of the Company's Board of Directors or commits acts which
have a material adverse affect on the business of the Company. Such notice shall
be forwarded to the Executive by the Company upon and after a resolution of the
Company's Board of Directors authorizing such notification.
(D) In the event that the Company terminates the employment of the
Executive without cause, then the Executive shall be entitled to severance pay
equal to twelve (12) month's base salary based on the base salary then in effect
at the termination date. Such severance pay shall be made in one lump sum or in
monthly installments on the first day of each month at the option of the
Company. In addition, the Executive shall be entitled to any prior unpaid salary
and unreimbursed expenses. In addition, any and all options to purchase
Company's stock held by the Executive, but not yet vested, shall immediately
vest. The payments contemplated in this paragraph shall completely relieve the
Company of any liability to the Executive for any compensation that would have
otherwise been payable to the Executive under the terms of this Agreement.
ARTICLE VIII
CONFIDENTIALITY AND NON-COMPETITION
(A) All Company trade secrets, proprietary information, software, software
codes, advertising, sales, marketing and other materials or articles of
information, including without limitation customer and supplier lists, data
processing reports, customer sales analyses, invoices, price lists or
information, samples, or any other materials or data of any kind furnished to
the Executive by the Company or developed by the Executive on behalf of the
Company or at the Company's direction or for the Company's use or otherwise in
connection with the Executive's employment hereunder, are and shall remain the
sole and confidential property of the Company; if the Company requests the
return of such materials at any time during or after the termination of the
Executive's employment, the Executive shall immediately deliver the same to the
Company.
(B) During the term of this Agreement and for a period in which any
severance payments are made, the Executive shall not, directly or indirectly,
either individually or as owner, partner, agent, employee, consultant or
otherwise, except for the account of and on behalf of the Company or its
affiliates, engage in any activity competitive with the business of the Company
or its affiliates, nor shall he, in competition with the Company or its
affiliates, solicit or otherwise attempt to establish for himself or any other
person, firm or entity, any business relationships with any person, firm or
corporation, which was, at any time during the term of this Agreement, a
customer or employee of the Company or one of its affiliates.
(C) During the term of this Agreement and at all times thereafter, the
Executive shall not use for personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association or entity other than the Company, any material referred to in
paragraph (A) above or any information regarding the business methods, business
policies, procedures, techniques, research or development projects or results,
trade
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secrets, or other knowledge or processes used or developed by the Company or any
names and addresses of customers or clients or any other confidential
information relating to or dealing with the business operations or activities of
the Company, made known to the Executive or learned or acquired by the Executive
while in the employ of the Company.
ARTICLE IX
SEVERABILITY
If any provision of this Agreement shall be held invalid or unenforceable,
the remainder of this Agreement shall remain in full force and effect. If any
provision is held invalid or unenforceable with respect to particular
circumstances, it shall remain in full force and effect in all other
circumstances.
ARTICLE X
ARBITRATION
Any controversy, claim or dispute arising out of the terms of this
Agreement, or the breach thereof, shall be settled by arbitration in the State
of Washington and the award rendered thereon shall be final, binding and
conclusive as to all parties and may be entered in any court of competent
jurisdiction.
ARTICLE XI
NOTICE
Any notice, request, demand or other communication provided for by this
Agreement shall be sufficient if in writing and if delivered in person or sent
by registered or certified mail to the Executive at the last resident address he
has filed in writing with the Company or, in the case of the Company, at its
principal executive offices.
ARTICLE XII
BENEFIT
This Agreement shall inure to, and shall be binding upon, the parties
hereto, the successors and assigns of the Company and the heirs and personal
representatives of the Executive.
ARTICLE XIII
WAIVER
The waiver of either party of any breach or violation of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
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ARTICLE XIV
GOVERNING LAW
This Agreement has been negotiated and executed in the State of Washington
and the laws of the State of Washington (except its provisions governing the
choice of law) shall govern its construction and validity.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties hereto; no
change, addition or amendment shall be made hereto except by written agreement
signed by the parties hereto. This Agreement supersedes all prior Agreements and
understandings between the Executive and the Company.
ARTICLE XVI
COUNTERPARTS AND FACSIMILE SIGNATURES
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. Execution and delivery of this Agreement
by exchange of facsimile copies bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
EXECUTIVE:
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
COMPANY:
INTEGRAL TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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