EMPLOYMENT AGREEMENT
This Employment Agreement made as of the 18 day of December , 1996 by and
between Endovasc Ltd., Inc. (ENDV), a Nevada corporation (the "Company"), and
Xxxxx X. Xxxxxxx, Ph.D.
Whereas, the Company wishes to employ the Employee and the Employee desires
to work for the Company upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual premises
hereinafter set forth, the Company and the Employee agree as follows:
1. Employment. The Company hereby agrees to employ the Employee and the
Employee agrees to work for the Company upon the terms and conditions set forth
herein.
2. Term of Employment. Subject to Section 6, hereof, this Agreement shall
have a term of 3 years commencing June 10, 1996 (the "Initial Term").
Thereafter, this Agreement shall continue in effect on a year-to-year basis
unless terminated in accordance with Section 6, hereof.
3. Scope of Duties; Representations and Warranties.
a. The Employee shall be employed by the Company as its President and
Chief Executive Officer . At all times, the Employee shall serve under the
direction of the Chairman of the Board of Directors of the Company and
Chief Operating Officer or their appointed designee and shall perform such
services as the Chairman and Board of Directors in its discretion shall
deem appropriate.
b. So long as he/she is employed by the Company, the Employee shall
devote his/her skill, energy and best efforts to the faithful discharge of
his/her duties as an employee of the Company. The Employee agrees that in
the provision of all services to the Company, he/she will comply with and
follow all directives, policies, standards and regulations from time to
time established by the Board of Directors of the Company.
c. The Employee represents and warrants that he/she is under no
contractual or other restrictions or obligations which will in any way
limit his activities on behalf of the Company; other than those already
disclosed and mutually agreed upon as noted here: None.
4. Compensation.
a. During the first year of this Agreement, the Company shall pay the
Employee a base salary, payable bi-monthly in arrears, in equal
installments at a rate equal to $150,000 per annum. In each subsequent year
of this Agreement, the Company shall pay to the Employee a salary equal to
the greater of (i) his salary for the immediate preceding year, or (ii) a
salary determined by the Board of Directors and/or CEO following an annual
salary and performance review. The Company shall pay an annual bonus
pursuant to an annual incentive compensation plan up to 50 % of the
Employee's base salary, based upon Employee attaining mutually agreed upon
goals.
b. All payments of salary and other compensation to the Employee shall
be made after deduction of any taxes which are required to be withheld with
respect thereto under applicable federal and state laws.
5. Non-Compete. The Employee agrees not to enter into any employment,
consulting or advisory capacity that competes with the Company's products and
technologies during the term of this Agreement and for three (3) years
thereafter.
6. Confidentiality and Non-Disclosure. The Employee agrees to maintain
confidentiality and not to disclose any of the Company's trade secrets,
processes, designs and other proprietary information during the term of this
Agreement, except through similar confidential disclosures having to do with
specific negotiation on behalf of the Company, and for a period of three years
after termination of his/her employment.
7. Governing Law. This Agreement shall be governed by the laws of the State
of Nevada.
Agreed to and accepted by Employee: Agreed to and Accepted by Company:
/s/ Xxxxx X. Xxxxxxx /s/ Xxxxxx X. See
Name: Xxxxx X. Xxxxxxx, Ph.D. Xxxxxx X. See, M.D.
Chief Operating Officer
