EXHIBIT 10.8
COMPOSITE TECHNOLOGY CORPORATION
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into this 1st day of
October 2003 by and between Composite Technology Corporation, Inc., a Nevada
corporation (the "Company"), and Xxxxxxx J.G.G. Majendie ("Executive").
RECITALS
WHEREAS, Executive has the experience to provide services to the Company of an
extraordinary character which gives such services a unique value; and
Whereas the Company desires to retain the services of Executive, and Executive
desires to be employed by the Company for the term of this Agreement.
NOW AND THEREFORE, the Company and Executive, intending to be legally bound,
hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs Executive as the Director of
Operations, EMEA (Europe, Middle East, and Africa) of the Company. Executive
shall be required to relocate to the Company's headquarters, currently in
Irvine, Orange County, California, USA and be required to work at such office.
For the term of Executive's employment, and upon the other conditions set forth
in this Agreement, Executive accepts such employment and agrees to perform
services for the Company, subject always to such resolutions as are established
from time to time by the Board of Directors of the Company.
2. TERM. The term of Executive's employment hereunder shall commence on the
execution date of this Agreement and continue through September 30, 2008 and may
be extended automatically at the option of the Company subject to the
termination provisions contained herein. The Agreement may be terminated by the
Company only for cause as set forth below, and shall not constitute "at will"
employment.
3. POSITION AND DUTIES.
3.1. SERVICES WITH THE COMPANY. During the term of this Agreement, Executive
agrees to perform such duties and exercise such powers related thereto as may
from time to time be assigned to him by the Company's Board of Directors (the
"Board"). Executive shall duly and diligently perform all duties assigned to him
while in the employ of the Company. He shall be bound by and faithfully observe
and abide by all rules and regulations of the Company which are brought to his
notice or of which he should be reasonably aware.
3.2. NO CONFLICTING DUTIES. Executive shall devote sufficient productive time,
ability, and attention to the business of the Company during the term of this
Agreement in a manner that will serve the best interests of the Company. During
the term hereof, Executive shall not serve as an officer, director, employee,
consultant or advisor to any other business without the prior written consent of
the Company's Board, which shall not be unreasonably withheld. Executive hereby
confirms he is under no contractual commitments inconsistent with his
obligations set forth in this Agreement. This Agreement shall not be interpreted
to prohibit Executive from making passive personal investments or conduct
private business affairs if those activities do not materially interfere with
the services required under this Agreement.
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4. COMPENSATION.
4.1. ANNUAL SALARY. As compensation for all services to be rendered by Executive
under this Agreement, the Company shall pay to Executive an annual salary of One
hundred and Twenty Thousand Dollars ($120,000.00) (the "Annual Salary").
Executive's Annual Salary shall be paid on a regular basis in accordance with
the Company's normal payroll procedures and policies. On or before the yearly
anniversary date of this Agreement, the Board of Directors shall determine the
increase to the Annual Salary, but in no event shall it be less than ten percent
(10%). The adjusted Annual Salary shall become effective on or before the yearly
anniversary date.
4.2. SIGNING BONUS. Upon the execution of this Agreement, the Company shall pay
Executive a signing bonus of Ten Thousand Dollars ($10,000.00) (the "Signing
Bonus").
4.3. RELOCATION BONUS. Upon relocation to Orange County, California, the Company
shall pay Executive a relocation bonus of Five Thousand Dollars ($5,000.00) (the
"Relocation Bonus").
4.4. ANNUAL BONUS. The Company may pay Executive an annual cash bonus ("Net
Profit Bonus"). The Net Profit Bonus shall be as decided by the Board of
Directors from time to time at its sole discrection.
4.5. PROJECT REVENUE BONUS. The Company may pay Executive a bonus per project
("Project Bonus") on any revenue derived from specific projects. Such Project
Bonus shall be as decided by the Board of Directors from time to time at its
sole discrection.
4.6. SALES BONUS. The Company may pay Executive a sales bonus (the "Sales
Bonus"). The Sales Bonus shall be as decided by the Board of Directors from time
to time at its sole discrection.
4.7. INCENTIVE STOCK OPTIONS. The Company shall issue incentive stock options to
Executive pursuant to the Company's non-qualified Stock Option Plan. The parties
confirm that such obligation has been satisfied with the execution of a separate
Option Agreement dated August 11, 2003.
4.8. EXPENSES. The Company shall reimburse Executive for all reasonable business
or travel expenses and office related expenses incurred by Executive in the
performance of his duties; including but not limited to: airfare, automobile
rental, lodging, meals, telephone, copy costs, and supplies. The Company shall
issue a mobile digital/cellular telephone and shall provide a $150.00 per month
telephone allowance. The Company shall provide the Executive with a company car
in accordance with the guidelines set out by the Board of Directors from time to
time, or an equivalent car allowance in cash.
4.9. EMEA OFFICE. The Company may elect to establish an EMEA office in Europe to
act as the EMEA regional office. In such event, the Company may require that the
Executive relocate to the same region as the EMEA office to conduct his day to
day duties from such office. The office suite shall be shall be equipped with
computers, telecommunication equipment, furniture, and other necessary supplies
and equipment required for Executive to properly perform his duties. The Company
shall pay any reasonable relocation costs in the event of such relocation
together with a relocation bonus that shall be fixed by the Board of Directors.
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4.10. BUSINESS TRAVEL. The Company and Executive recognize that it may
periodically be necessary for Executive to travel on behalf of the Company. The
Company agrees that whenever Executive is required to travel the class will be
"economy" or whatever Company policy is established at the time of travel.
4.11. ANNUAL VACATION. Executive shall be entitled to three weeks
(3) weeks vacation time each year without loss of compensation. In the event
that Executive is unable for any reason to take the total amount of vacation
time authorized herein during any year, any unused vacation time shall carry
over from year to year; at the option of the Company, such unused vacation may
be paid to Executive based upon his annual rate of salary paid in the previous
twelve months upon termination. Upon termination or expiration of this
Agreement, any earned but unused vacation time will be paid to Executive based
upon his annual rate of salary paid in the previous twelve (12) months.
4.12. SICK LEAVE. Executive shall be entitled to ten (10) days sick leave each
year without loss of compensation. Any earned but unused sick leave will be paid
to Executive based upon his annual rate of the salary paid in the previous
twelve months upon termination or expiration of this Agreement.
4.13. HEALTH INSURANCE. The Company shall provide Executive and his immediate
family members with comprehensive executive level health insurance that shall
cover, medical, dental and vision. The type of healthcare and coverage shall be
fixed by the Board of Directors from time to time.
4.14. PAYMENT UPON SALE OR MERGER OF COMPANY. In the event the Company shall
merge, sell a controlling interest, or sell a majority of its assets, the
Company shall pay Executive eighteen (18) months salary.
5. COMPENSATION UPON THE TERMINATION OF EXECUTIVE'S EMPLOYMENT.
5.1. In the event this Agreement is terminated prior to its expiration for any
reason, Executive shall be entitled to receive Executive's then current Base
Salary, any and all accrued, earned but unpaid bonuses or benefits described in
Section 4 of this Agreement. Further, Executive shall retain all rights to
shares and vested stock options, and all other equity rights that may be granted
to Executive from time to time. The benefits provided for in this provision are
exclusive of any other rights or remedies which Executive would possess in the
event the Company terminates the Agreement without cause. The Company agrees
that in the event it terminates Executive's employment without cause, Executive
retains all rights and remedies available under the law, and the Company will
not urge or otherwise argue or assert in any legal, including judicial or
arbitration, proceeding that any provision of this Agreement as constitutes a
waiver of rights by Executive.
5.2. In the event that Executive's employment is terminated pursuant to section
9.2, Executive's beneficiary or beneficiary designated by Executive in writing
to the Company, or in the absence of such beneficiary, Executive's estate, shall
be entitled to receive Executive's then current Base Salary through sixty (60)
days after the date of his death.
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6. PROPRIETARY MATTER. Except as permitted or directed by the Company, Executive
shall not during the term of his employment or at any time thereafter divulge,
furnish, disclose, or make accessible (other than in the ordinary course of the
business of the Company) to anyone for use in any way any confidential, secret,
or proprietary knowledge or information of the Company ("Proprietary Matter")
which Executive has acquired or become acquainted with or will acquire or become
acquainted with, whether developed by himself or by others, including, but not
limited to, any trade secrets, confidential or secret designs, processes,
formulae, software or computer programs, plans, devices or material (whether or
not patented or patentable, copyrighted or copyrightable) directly or indirectly
useful in any aspect of the business of the Company, any confidential customer,
distributor or supplier lists of the Company, any confidential or secret
development or research work of the Company, or any other confidential, secret
or non-public aspects of the business of the Company. Executive acknowledges
that the Proprietary Matter constitutes a unique and valuable asset of the
Company acquired at great time and expense by the Company, and that any
disclosure or other use of the Proprietary Matter other than for the sole
benefit of the Company would be wrongful and would cause irreparable harm to the
Company. Both during and after the term of this Agreement, Executive will
refrain from any acts or omissions that would reduce the value of Proprietary
Matter to the Company. The foregoing obligations of confidentiality, however,
shall not apply to any knowledge or information which is now published or which
subsequently becomes generally publicly known, other than as a direct or
indirect result of the breach of this Agreement by Executive nor shall it apply
to any knowledge or information Executive had prior to the execution of this
Agreement.
7. VENTURES. If, during the term of this Agreement, Executive is engaged in or
associated with the planning or implementing of any project, program, or venture
involving the Company and a third party or parties, all rights in the project,
program, or venture shall belong to the Company and shall constitute a corporate
opportunity belonging exclusively to the Company. Except as provided in Section
4.4 above, Executive shall not be entitled to any interest in such project,
program, or venture or to any commission, finder's fee or other compensation in
connection therewith.
8. NON SOLICITATION OF EMPLOYEES. During Executive's employment by the Company
hereunder and for the one (1) year period following the termination of such
employment for any reason, Executive shall not, either directly or indirectly,
on his own behalf or in the service or on behalf of others solicit, divert or
hire away, or attempt to solicit, divert or hire away any person then employed
full time by the Company.
9. TERMINATION PRIOR TO EXPIRATION OF THE TERM.
9.1 DISABILITY. Executive's employment shall terminate upon Executive becoming
totally or permanently disabled for a period of six (6) months or more. For
purposes of this Agreement, the term "totally or permanently disabled" or "total
or permanent disability" means Executive's inability on account of sickness or
accident, whether or not job related, to engage in regularly or to perform
adequately his assigned duties under this Agreement. Prior to terminating the
Agreement pursuant to this provision, the Company shall engage and consult one
or more physicians as may be reasonable.
9.2 DEATH OF EXECUTIVE. Executive's employment shall terminate immediately upon
the death of Executive.
9.3 TERMINATION FOR CAUSE. The Company may only terminate Executive's employment
for "Cause" (as hereinafter defined in section 9.3.1). Termination for "Cause"
shall have immediate effect in the event of such termination being carried out
in any case defined in section 9.3.1 (i) through (iv). In all other cases, no
termination for "Cause" may be invoked by Company without first providing
Executive with at least thirty (30) days written notice to correct any breach,
default or causation. Such written notice shall set forth with reasonable
specificity the Company's basis for such notice of termination and Executive
shall have thirty (30) days to correct the condition set forth in the notice.
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9.3.1. CAUSE DEFINED. For the purpose of this section, the termination of this
Agreement by Company for any of the following reasons shall be considered
termination for Cause:
(i) Commission of a criminal act involving fraud, embezzlement or breach of
trust or other act which would prohibit Executive from holding his position
under the rules of the Securities and Exchange Commission.
(ii) Willful, knowing and malicious violation of written corporate policy or
rules of the Company.
(iii) Willful, knowing and malicious misuse, misappropriation, or disclosure of
any of the Proprietary Matters..
(iv) Misappropriation, concealment, or conversion of any money or property of
the Company.
(v) Being under the habitual influence of intoxicating liquors or controlled
substances while in the course of employment.
(vi) Intentional and non-trivial damage or destruction of property of the
Company. For purposes of this provision non-trivial is defined to mean damage
occurring in the course of a single act or occurrence in an amount exceeding
four hundred dollars.
(vii) Reckless and wanton conduct which endangers the safety of other persons or
property during the course of employment or while on premises leased or owned by
the Company.
(viii) The performance of duties in a habitually unsatisfactory manner after
being repeatedly advised in writing by the Company of such unsatisfactory
performance.
(ix) Continued incapacity on the part of Executive to perform his duties, unless
waived by the Company.
9.4. SURRENDER OF RECORDS AND PROPERTY. Upon termination of his employment with
the Company, Executive shall deliver promptly to the Company all records,
electronic media, manuals, books, blank forms, documents, letters, memoranda,
notes, notebooks, reports, data, tables, and calculations or copies thereof,
which are the property of the Company and which relate in any way to the
business, products, practices or techniques of the Company, and all other
property (keys, office equipment, computers, mobile phones, credit cards, etc.)
of the Company and Proprietary Matter, including but not limited to, all
documents which in whole or in part contain any trade secrets or confidential
information of the Company, which in any of these cases are in his possession or
under his control.
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10. ASSIGNMENT. This Agreement shall not be assignable, in whole or in part, by
either party without the written consent of the other party, except that the
Company may, without the consent of Executive, assign its rights and obligations
under this Agreement to any corporation, firm or other business entity (i) with
or into which the Company may merge or consolidate, or (ii) to which the Company
may sell or transfer all or substantially all of its assets or of which fifty
percent (50%) or more of the equity investment and of the voting control is
owned, directly or indirectly, by, or is under common ownership with, the
Company. Upon such assignment by the Company, the Company shall obtain the
assignees' written agreement enforceable by Executive to assume and perform, and
after the date of such assignment, the terms, conditions, and provisions imposed
by this Agreement upon the Company. After any such assignment by the Company and
such written agreement by the assignee, the Company shall be discharged from all
further liability hereunder and such assignee shall thereafter be deemed to be
the Company for the purposes of all provisions of this Agreement including this
section.
11. INDEMNIFICATION. The Company shall indemnify Executive as provided in the
Nevada revised statutes, Company's Charter or Bylaws in effect at the
commencement of this Agreement. The scope of indemnification to which Executive
is entitled shall not be diminished, but may be expanded by the Company, by
amendment of the Company's Bylaws, Articles of Incorporation or otherwise.
Executive shall indemnify and hold the Company harmless from all liability for
loss, damages or injury resulting from the negligence or misconduct of
Executive.
12. MISCELLANEOUS.
12.1 GOVERNING LAW. This Agreement is made under and shall be government by and
construed in accordance with the laws of the State of California.
12.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior
agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.
12.3 LEGAL PROCEEDINGS. Should any party institute or should the parties
otherwise become a party to any action or proceeding to enforce or interpret
this Agreement, the prevailing party in any such action or proceeding shall be
entitled to receive from the non-prevailing party all costs and expenses of
prosecuting or defending the action or proceeding. This Agreement and the rights
of each party under this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California.
12.4 WITHHOLDING TAXES. The Company may withhold from any benefits payable under
this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling.
12.5 AMENDMENTS. No amendment or modification of this Agreement shall be deemed
effective unless made in writing signed by the parties hereto.
12.6 NO WAVIER. No term or condition of this Agreement shall be deemed to have
been waived nor shall there be any estoppel to enforce any provisions of this
Agreement, except by a statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought. Any written waiver shall not be
deemed a continuing waiver unless specifically stated, shall operate only as to
the specific term or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than that specifically
waived.
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12.7 SEVERABILITY. To the extent any provision of this Agreement shall be
invalid or unenforceable, it shall be considered deleted here from and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.
12.8 NOTICES. Any and all notices, requests or other communications required or
permitted in or by any provision of this Agreement shall be in writing and may
be delivered personally or by certified mail directed to the addressee at such
person's or entity's last known post office address, and if given by certified
mail, shall be deemed to have been delivered when deposited in such, mail
postage prepaid.
This Agreement is executed on the date first written above at Irvine,
California.
COMPANY: EXECUTIVE:
COMPOSITE TECHNOLOGY CORPORATION XXXXXXX J.G.G. MAJENDIE
By: /s/ Xxxxxx X Xxxxxxxx /s/ Xxxxxxx JGG Majendie
-------------------------------- -------------------------
Title: CEO
APPROVED BY THE BOARD OF DIRECTORS
OF COMPOSITE TECHNOLOGY CORPORATION
At a meeting held on the 15th day of October, 2003
By: /s/ Xxxxxx X Xxxxxxxx
-----------------------------------
On behalf of the Board of Directors
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