EMPLOYMENT AGREEMENT
This Agreement made and entered into this first day of March 1997 by and
between ASHA Corporation, a Corporation duly organized and existing under and
pursuant to the laws of the State of Delaware (hereinafter referred to as
"ASHA") and Xxxxxxx X. Xxxxx, an individual residing in the city of Plymouth,
State of Michigan (hereinafter referred to as Black).
Witnesseth:
Whereas, ASHA is engaged in the development, marketing and sale of
intellectual properties and has employed Black since December 17, 1990, first
as Sales Director and since May 1, 1992, as Vice President of Sales and
Marketing.
Whereas, both ASHA and Black wish to formalize this relationship in
contractual form it hereby is agreed that ASHA will employ Black and Black
will accept employment by AHSA, as its Vice President of Sales and Marketing,
pursuant to the terms hereof;
Now, Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. ASHA agrees to employ Black and Black agrees to work for ASHA for a
term of two years (2) with a two year (2) automatic renewal as more fully
defined herein under the Term clause of this agreement.
2. SCOPE OF EMPLOYMENT. Black will manage and direct the marketing and
sales efforts of ASHA and will have full authority for the proper execution of
his responsibilities as provided by the laws of the State of Delaware, subject
to the appropriate review and direction of the President and Chief Operating
Officer of ASHA and if applicable, to participate in decisions regarding long-
term product development and planning as well as in plans, policies and
practices relating to the Marketing and Sales activities of ASHA or any other
matters generally falling within the scope of the Vice President of Sales and
Marketing.
3. TERM. The initial term of Black's employment shall be from the
first day of March 1997 to the twenty eighth day of February 1999. Thereafter
Black's employment shall be automatically renewed for an additional two (2)
year term unless either party gives to the other no less than six (6) months
or more than nine (9) months notice that the employment or this agreement in
its then current form will not be renewed at the end of the term.
4. COMPENSATION. (a) ASHA shall pay to Black as compensation for the
services to be rendered by Black hereunder an annual base salary of Ninety
Thousand dollars ($90,000.00), payable in 24 equal consecutive installments of
Three Thousand Seven Hundred and Fifty Dollars ($3,750) each on the sixteenth
(16) and last day of the month. Such installments to be subject to all
legally required Federal and State withholding amounts. Thereafter the base
salary shall be adjusted annually as of the anniversary date hereof to fully
reflect any percentage increase in the cost-of-living index published by the
United States Government for the Greater Detroit Metropolitan area, "all
items," during the prior year. ASHA's President and Chief Operating Officer
shall review Black's base salary at least annually and may adjust it,
depending on ASHA's size and profitability and the general level of
compensation in similar companies; provided that Black's base salary shall not
be reduced during the initial two years of this agreement.
(b) In addition to the compensation hereinabove set forth, Black shall
be entitled to participate in such other fringe benefit programs from ASHA as
may be made available to other executives of ASHA, including, but not limited
to, bonuses, stock options, profit sharing, merit increases, medical and
health insurance programs and vacation and other such programs as may be
determined by ASHA's management and/or its Board of Directors, and shall have,
in addition, a reasonable expense account and a vehicle supplied by the
Company.
(c) Black shall participate in an ISOP program established for ASHA
senior management personnel. Black's initial participation, commencing in
January of 1997, was for 100,000 options to purchase ASHA common stock at an
exercise price of $4.00 per share. Such options are fully vested and
exercisable for a period of five (5) years from the date of issue.
5. ARBITRATION. Any controversy or claim arising out of or relating to
this agreement, or a breach thereof, shall be settled by arbitration in Santa
Barbara, California before a panel of Arbitrators selected as follows: within
ten (10) days of demand by either party for arbitration, each party will
select one arbitrator and those two will select a third arbitrator, and those
three shall constitute the panel. The arbitrator's decision will be by a
majority vote. The arbitration shall not be appealable de novo by either
party.
6. ENTIRE AGREEMENT. The foregoing constitutes the entire agreement
between the parties and no modification of any of the provisions hereof shall
be binding upon either Black or ASHA unless in writing signed by the party
against whom such modification is sought to be enforced.
7. INTERPRETATION. This agreement has been submitted to the scrutiny
of all parties hereto and of counsel. This agreement shall be controlled by
the laws of the State of California.
ASHA CORPORATION "Black"
By: /s/ Xxxx X. XxXxxxxxx /s/ Xxxxxxx X. Xxxxx
President and Chief Xxxxxxx X. Xxxxx
Operating Officer
