EMPLOYMENT AGREEMENT
This Employment Agreement (hereinafter referred to as the "Agreement") is
entered into this 1st day of April, 1998, and effective as of April 1, 1998, by
and between Nu-Tec., L.T.D. (hereinafter referred to as the "Employer'), a
Colorado corporation with its executive offices located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ #▇-▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter
referred to as the "Employee").
WITNESSETH:
WHEREAS:
1. The Employer is engaged in the business of developing, manufacturing and
distributing radiochemical and
radiopharmaceutical products.
2. The Employee has certain expertise in the above-described business.
3. The Employer desires to employ the Employee and the Employee desires to
be employed by the Employer upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. The Employer hereby employs, engages and hires the Employee
as the Executive Vice President of the Employer and the Employee hereby accepts
and agrees to such employment, hiring and engagement and to the orders, advice
and direction of the Employer. In addition, the Employee shall have and perform
such other duties as are customarily performed by one holding such position in
other businesses or enterprises that are the same as or similar to that engaged
in by the Employer, and shall have and perform such unrelated duties and
services as may be assigned to him from time to time by the Board of Directors
and/or the President of the Employer. The Employee agrees to abide by the
Company policies and procedures established from time to time by the Employer.
The exact nature of the duties of the Employee shall be more fully outlined and
defined in a formal job description between the Employer and the Employee,
copies of which, as amended from time to time, shall be attached hereto and
incorporated herein by this reference. The Employee shall accept from the
Employer, as full compensation for his services, including, without limitation,
any services rendered by him as an officer or director of the Employer or of any
parent, subsidiary or affiliate of the Employer, the compensation in the form of
salary and shares of common stock, no par value per share (hereinafter referred
to as the" Common Stock"), of the Employer as provided in Section 4 below.
2. Best Efforts of Employee. The Employee agrees that he will at all times
faithfully, industriously and to the best of his ability, experience and talents
perform to the reasonable satisfaction of the Employer all of the duties that
may be required of and from him pursuant to the express arid implicit terms of
this Agreement.
Such duties shall be rendered at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ #▇-▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and at such place or places and during such hours as
the Employer shall in good faith require or as the interest, needs, business or
opportunity of the Employer shall require.
3. Term of Employment. The term of this Agreement shall be a period of five
(5) years, commencing April 1, 1998, and terminating December 31, 2003, subject,
however, to prior termination as hereinafter provided.
4. Compensation of Employee. The Company shall pay or furnish the Employee,
and the Employee shall accept from the Company, as full compensation for the
Employee's services, including, without limitation, any services rendered by him
as an officer or director of the Employer or of any parent, subsidiary or
affiliate of the Employer, the following compensation:
a. A gross salary of $100,000 per annum, payable in equal monthly
installments once or twice per month on the first day of each' month during the
term of this Agreement. Employee stipulates that during the first two (2) years
of this Agreement, that Employer may not be able to pay the full amount of the
agreed salary and Employee is willing to accept a lesser amount without
expectation of being paid the balance of the salary during any future year.
Notwithstanding the foregoing, Employee and Employer mutually acknowledge that
any amounts of compensation waived by Employee under in establishing any
additional incentive compensation paid to Employee under paragraph 4.b below.
New additions or changes to an original license application not in the original
application, further incentive compensation in the minimum amount not less than
$40,000 per license application will apply.
b. In the event that Employer receives major funding from investment
sources, the Board of Directors may, in its sol~ discretion, determine to pay
additional incentive compensation to Employee for the performance of services
not customarily performed by the Executive Vice President of a
radiopharmaceutical company, in such amounts and forms as shall be established
by it. The nature, extent, complexity and other factors in connection with such
services shall be presented to and evaluated by the Board of Directors of the
Employer at a Special Meeting of the Board of Directors called for that purpose.
5. Termination.
a. This Agreement may be terminated by the Employee upon sixty (60)
days' prior written notice to the Employer. If the Employee shall so terminate
this Agreement, the Employee shall be entitled to be paid only through the date
of such termination.
b. (1) The Employer, by a majority vote of the Board of Directors, may
terminate this Agreement at any time for cause, as defined below, without notice
to the Employee and with pay only through the date of such termination.
(2) Sufficient cause for termination by the Employer shall be a
determination made in good faith and based upon reasonable grounds that the
Employee: (a) has failed to properly perform his material duties hereunder, or
has been substantially absent from employment for material amounts of time; (b)
has engaged in habitual drunkenness or abusive drugs rendering the Employee
unable to carry our his duties in a responsible manner; (c) has committed an act
with the intent to defraud or hinder the Employer; or (d) has been negligent in
the performance of the duties owed by the Employee to the Employer,
(3) As soon as may be practicable after the termination of the
Employee by the Employer for cause, the Board of Directors of the Employer shall
make an Investigation of, and allow the Employee an opportunity to discuss with
the Board of Directors, the relevant facts with respect thereto. If the Board of
Directors of the Employer shall determine that the Employee has been terminated
without cause, the Employee shall be reinstated in the position which he held
prior to the termination and shall receive any compensation accrued or payable
during the period of his termination. In such event, any accrued benefits shall
be payable to the Employee as if the Employee had not been terminated.
(4) Any conduct of the Employee which shall constitute cause for
termination under the terms of subsection b. (2) of this Section 6 and any
breach or evasion of any of the terms of this Agreement by either party hereto
will result in immediate and irreparable injury to the injured party and will
authorize recourse to injunction and/or specific performance as well as to all
other legal or equitable remedies to which such injured party may be entitled
hereunder.
c. If the Employee shall die during the term of this Agreement, this
Agreement and the Employee's employment hereunder shall terminate immediately
upon the Employee's death, provided that the Employee shall be entitled to his
salary hereunder to the last day of the sixth month following the month in which
such death occurs.
d. (1) Notwithstanding anything in this Agreement to the contrary,
the Employer is hereby given the option to terminate this
Agreement and the Employee's employment hereunder in the
event that the Employee, during the term hereof, shall
become permanently disabled as defined in subsection d.(2)
of this Section 6 below. Such option may be exercised by the
Employer at any time after the Employee becomes permanently
disabled by giving written notice of termination to the
Employee. This Agreement and the Employee's employment shall
terminate one hundred eighty (180) days after such notice,
provided that the Employee shall be entitled to the
compensation as provided in Section 4. hereof to the last
day of the month in which such termination occurs.
(2) For purposes of this Agreement, the Employee shall be deemed
to have become permanently disabled if, because of ill
health, physical or mental disability or for other causes
beyond his control, he shall have been unable or unwilling
or shall duties hereunder on seventy-five per cent (75%) of
the days during a period of four (4) consecutive months,
irrespective of whether or not such days are consecutive.
6. Extent of Service: Self-Dealing. The Employee shall devote his full,
normal working time, attention and energy to the business of the Employer and,
as assigned by the Board of Directors of the Employer, to the business of
corporations affiliated with the Employer, and shall not during the term of this
Agreement be engaged in any other business activity which conflicts with the
Employee's obligations under this Agreement. The foregoing shall not be
construed as preventing the Employee from making investments in businesses or
enterprises provided such investments do not require any services on the part of
the Employee in the management, operation or affairs of such businesses or
enterprises.
The Employee shall cooperate with, assist and furnish information upon
request to the President or the Board of Directors of the Employer or of the
directors or affiliates of the Employer and the auditors and legal counsel for
the Employer or its affiliates. The provisions of this Section 6 shall survive
termination of this Agreement with respect to matters arising during the period
of employment of the Employee by the Employer.
7. Disclosures of Information. The Employee recognizes and acknowledges
that he has and will have access to certain confidential information of the
Employer and its affiliates, such as data accumulation and analysis of
technology, specifications, intellectual property, applications for
radiochemical and radiopharmaceutical products, lists of clients or customers,
know-how and other proprietary information, that are valuable, special and
unique assets and property of the Employer and such affiliates. The Employee
will not, after the term of his employment, disclose, without the prior written
consent or authorization of the Employer, any of such information to any firm,
person, corporation, association, enterprise or other entity. In the event a
third party seeks to compel disclosure of confidential information by the
Employee by judicial or administrative process, the Employee shall promptly
notify the Employer of such occurrence and furnish to the Employer a copy of the
demand, summons, subpoena or other process served upon the Employee to compel
such disclosure, and will permit the Employer to assume, at the Employer's
expense but with the Employee's cooperation, defense of the disclosure demand.
Upon termination of the Employee's employment by the Employer, the Employee
shall neither take or retain any proprietary papers, customer lists, manuals,
files or other documents or copies thereof belonging to the Employer or any of
its affiliates.
The provisions of this Section 8, shall survive the termination of this
Agreement. In the event of a breach or threatened breach by the Employee of the
provisions of this Section 8, the Employer shall be entitled to an injunction
restraining the Employee from disclosing, in whole or in part, such confidential
information. Nothing herein shall be construed as prohibiting the Employer from
pursuing any other remedies available to the Employer for such breach or
threatened breach, including the recovery of damages from the Employees.
8. Vacation. The Employees shall be entitled to a vacation of six (6) weeks
per year, plus customary local holidays, during the term of this Agreement. The
Employee shall be entitled to receive all compensation payable hereunder in full
during the period of any vacation.
9. Other Benefits. The Employee shall be entitled to all other benefits
contained in the approved Company benefit plan(s) offered to all employees,
subject to the provisions of such plan(s). This plan includes holidays, sick
leave and other benefits.
10. Notices. Any notice 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 his last known address, in the case of the Employee, or to
the principal executives offices of the Company, in the case of the Employer.
11. Waiver of Breach. Any waiver by the Employer of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.
12. Assignment. The rights and obligations of the Employer under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Employer.
13. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
here under be construed in accordance with and pursuant to the laws of the State
of Colorado 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 Colorado 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.
14. Severability. All agreements and covenants contained herein are
severable, and in the event any of them, with the exception of those contained
iii Sections I and 4 hereof, shall be held to be invalid by any competent court,
this Agreement shall be interpreted as if such invalid agreements or covenants
were not contained herein.
15. 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, provided that
nothing herein shall be deemed to restrict or limit the common law duties of the
Employee to the Employer.
16. Waiver and Modification. Any waiver, alteration or modification of any
of the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, from time to time, may waive
any of his or its rights hereunder without effecting a waiver with respect to
any subsequent occurrences or transactions hereof
17. Captions and Paragraph Headings. Captions and paragraph headings used
herein are for convenience only, are not a part hereof and shall not be used in
construing this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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EMPLOYER:
NU-TEC., L.T.D.
Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------- By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, Secretary -----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇