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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