10.16 Employment Agreement - Xxxxxx X. Xxxxx
OPTION AGREEMENT
This Option Agreement is made and entered into to be effective as of January 25,
1999 and is by and between Xxxxxx Xxxxxxx Xxxxx (Employee) and BioProgress
Technology International, Inc. (Company). The Employee is willing and able to
provide various valuable services for and on behalf of the Company in connection
with the business of the Company's wholly owned subsidiary, BioProgress
Technology Limited (BTL). The Company desires to appoint the Employee as a
director of BTL and the Employee desires to be appointed in that capacity upon
the terms and conditions hereinafter set forth. In consideration of the
foregoing premises, the mutual promises and agreements hereinafter set forth,
and such other and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Employee agree as follows:
1. Services. The Company hereby appoints the Employee as a director of BTL in
the capacity of Director of Research and Development and the Employee hereby
accepts and agrees to such appointment. The Employee shall render to BTL
services of such nature as are necessary to provide for the strategic direction
and day to day management of the research and development activities of BTL and
as set out more fully in a contract of employment (Contract) between Employee
and BTL.
2. Time, Place and Manner of Performance. The Employee shall render his services
at reasonable and convenient times and places. Except as aforesaid, the time,
place and manner of performance of the services hereunder, including the amount
of time to be allocated by the Employee to any specific service, shall be
determined in the sole discretion of BTL without conflict to the Contract.
3. Term of Agreement. This Agreement shall begin on the date first referred to
above, and shall terminate five (5) years from the date thereof unless extended
by mutual agreement, or unless terminated at any time by the Company for just
cause being Employee's negligence, dishonesty or incapacity for any or no reason
to perform services specified in the Contract.
4. Compensation. The Company grants the Employee an option (the Option) to
purchase up to 500,000 ordinary shares of common stock (the Option Shares) in
the Company in accordance with the following schedule: at any time on or before
December 31, 2003 the Employee may purchase up to 100,000 Option Shares at a
price of $0.35 per share, and up to 100,000 Option Shares at a price of $0.75
per share, and up to 100,000 Option Shares at a price of $1.25 per share, and up
to 100,000 Option Shares at a price of $1.75 per share, and up to 100,000 Option
Shares at a price of $2.25 per share. In the event that the Employee purchases
any or all Option Shares, then the Company shall provide to the Employee shares
of the free trading common stock of the Company registered under a Form S-8
filed in accordance with the terms and conditions set forth under the Securities
Act of 1933, as amended. The Option and any exercise of Option Shares shall at
all times be conditional upon Employee not being, nor having been in breach of
this Agreement, and further upon Employee being an employee of BTL at the time
the Option is exercised in whole or in part. In the event that this Agreement is
terminated either by the Company or by the Employee the Option shall lapse
simultaneously and shall cease to have any effect whatsoever, notwithstanding
that any or all Option Shares may not have been purchased by Employee.
5. Disclosure of Information. The Employee recognizes and acknowledges that the
Employee has and will have access to certain confidential information of the
Company and its affiliates that are valuable, special and unique assets and
property of the Company and such affiliates. The Employee will not, during or
after the term of this agreement, disclose, without the prior written consent or
authorization of the Company, any such information to any person, except to
authorized representatives of the Employee or its affiliates for purposes of the
services to be rendered under this agreement, for any reason or purpose
whatsoever. In this regard, the Company agrees that such authorization or
consent to disclosure may be conditioned upon the disclosure being made pursuant
to a secrecy agreement, protective order, provision of statute, rule, regulation
or procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
6. Miscellaneous Provisions. (a) Notices. Any notices required or permitted to
be given under this Agreement shall be sufficient if in writing and delivered or
sent by registered or certified mail to the principle office of each party. (b)
Waiver of Breach. Any waiver by a party of a breach of any provision of this
agreement by the other party shall not operate or be construed as a waiver of
any subsequent breach by the waiving party. (c) Assignment. This agreement and
the rights and obligations of the parties hereunder are not assignable by either
party. (d) Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Nevada and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, the laws of the State of Nevada shall be applicable and shall
govern to the exclusion of the law of any other forum, without regard to the
jurisdiction in which any action or special proceeding may be instituted. (e)
Severability. All agreements and covenants contained herein are severable, and
in the event any of them shall be held to be invalid by any competent court, the
Agreement shall be interpreted as if such invalid agreements or covenants were
not contained herein. (f) Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties and supersedes
and replaces all prior understandings, agreements and negotiations between the
parties. (g) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
effective as of the day and year first above written.
EMPLOYEE:
Xxxxxx Xxxxxxx Xxxxx
COMPANY: BIOPROGRESS TECHNOLOGY INTERNATIONAL, INC.
Xxxxx X. Xxxxxxxxx
Duly Authorized Officer
