CROMWELL URANIUM CORP. EXECUTIVE EMPLOYMENT AGREEMENT
▇▇▇▇▇▇▇▇
URANIUM CORP.
THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between ▇▇▇▇▇▇▇▇
Uranium Corp., a Nevada corporation and its affiliated companies (collectively
referred to as the “Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Executive”). Unless
otherwise indicated, all references to Sections are to Sections in this
Agreement. This Agreement is effective as of the “Effective Date” set forth in
Section 14 below.
W
I T N E S S E T H:
WHEREAS,
the
Company desires to obtain the services of Executive, and Executive desires
to be
employed by the Company upon the terms and conditions hereinafter set
forth;
NOW,
THEREFORE,
in
consideration of the premises, the agreements herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as of the date hereof as follows:
1.
Employment. The Company hereby agrees to employ Executive, and Executive hereby
agrees to serve the Company, as its President and Chief Executive Officer
(“Employment”) and as a Director for a period of twelve (12) months beginning on
the Effective Date. This Agreement is renewable upon the mutual written consent
of the parties within
thirty (30) days of the ending date of this Agreement.
Any
such renewal shall also be for a period of twelve (12) months.
2.
Scope
of Employment.
(a)
During the Employment, Executive will serve as President and Chief Executive
Officer of the Company. In that connection, Executive will (i) devote his
full-time attention and energies to the business of the Company and will
diligently and to the best of his ability perform all duties incident to his
employment hereunder; (ii) use his best efforts to promote the interests and
goodwill of the Company; and (iii) perform such other duties commensurate with
his office as the Board of Directors of the Company may from time-to-time assign
to him.
(b)
Section 2(a) shall not be construed as preventing Executive from (i) serving
on
corporate, civic or charitable boards or committees, or (ii) making investments
in other businesses or enterprises; provided that in no event shall any such
service, business activity or investment require the provision of substantial
services by Executive to the operations or the affairs of such businesses or
enterprises such that the provision thereof would interfere in any respect
with
the performance of Executive's duties hereunder; and subject to Section
6.
3.
Compensation and Benefits During Employment. During the Employment, the Company
shall provide compensation to Executive as follows.
(a)
The
Company shall pay Executive $15,000 per month in equal monthly installments.
The
Company shall be responsible for the withholding and payment of all taxes to
the
Internal Revenue Service as well as any and other taxes payable in the United
States including taxes payable to any state and local jurisdiction.
(b)
The
Company shall reimburse Executive for business expenses incurred by Executive
in
connection with the Employment in accordance with the Company’s then-current
policies.
(c)
Executive will be entitled to participate in any health insurance or other
employee benefit plan which the Company may adopt in the future.
(d)
Executive will be entitled to four (4) weeks of paid vacation per
year.
(e)
Executive will be entitled to participate in any incentive program or
discretionary bonus program of the Company which may be implemented in the
future by the Board of Directors.
(f)
Executive will be entitled to participate in any stock option plan of the
Company which may be approved in the future by the Board of
Directors.
Any
act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by Executive in
good
faith and in the best interests of the Company and thus shall not be deemed
grounds for Termination for Cause.
4.
Confidential Information.
(a)
Executive acknowledges that the law provides the Company with protection for
its
trade secrets and confidential information. Executive will not disclose,
directly or indirectly, any of the Company’s confidential business information
or confidential technical information to anyone without authorization from
the
Company’s management. Executive will not use any of the Company’s confidential
business information or confidential technical information in any way, either
during or after the Employment with the Company, except as required in the
course of the Employment.
(b)
Executive will strictly adhere to any obligations that may be owed to former
employers insofar as Executive’s use or disclosure of their confidential
information is concerned.
(c)
Information will not be deemed part of the confidential information restricted
by this Section 4 if Executive can show that: (i) the information was in
Executive’s possession or within Executive’s knowledge before the Company
disclosed it to Executive; (ii) the information was publicly disclosed; (iii)
Executive obtained the information from a party having the right to disclose
it
to Executive without violation of any obligation to the Company, or (iv)
Executive is required to disclose the information pursuant to legal process
(e.g., a subpoena), provided that Executive notifies the Company immediately
upon receiving or becoming aware of the legal process in question. No
combination of information will be deemed to be within any of the four
exceptions in the previous sentence, however, whether or not the component
parts
of the combination are within one or more exceptions, unless the combination
itself and its economic value and principles of operation are themselves within
such an exception or exceptions.
(d)
All
originals and all copies of any drawings, blueprints, manuals, reports, computer
programs or data, notebooks, notes, photographs, and all other recorded,
written, or printed matter relating to research, manufacturing operations,
or
business of the Company made or received by Executive during the Employment
are
the property of the Company. Upon Termination of the Employment, whether or
not
for Cause, Executive will immediately deliver to the Company all property of
the
Company which may still be in Executive’s possession. Executive will not remove
or assist in removing such property from the Company’s premises under any
circumstances, either during the Employment or after Termination thereof, except
as authorized by the Company’s management.
5.
Ownership of Intellectual Property.
(a)
The
Company will be the sole owner of any and all of Executive’s Inventions that are
related to the Company’s business, as defined in more detail below.
(b)
For
purposes of this Agreement, “Inventions” means all inventions, discoveries, and
improvements (including, without limitation, any information relating to
manufacturing techniques, processes, formulas, developments or experimental
work, work in progress, or business trade secrets), along with any and all
other
work product relating thereto.
(c)
An
Invention is “related to the Company’s business” (“Company-Related Invention”)
if it is made, conceived, or reduced to practice by Executive (in whole or
in
part, either alone or jointly with others, whether or not during regular working
hours), whether or not potentially patentable or copyrightable in the U.S.
or
elsewhere, and it either: (i) involves equipment, supplies, facilities, or
trade
secret information of the Company; (ii) involves the time for which Executive
was or is to be compensated by the Company; (iii) relates to the business of
the
Company or to its actual or demonstrably anticipated research and development;
or (iv) results, in whole or in part, from work performed by Executive for
the
Company.
(d)
Executive will promptly disclose to the Company, or its nominee(s), without
additional compensation, all Company-Related Inventions.
(e)
Executive will assist the Company, at the Company’s expense, in protecting any
intellectual property rights that may be available anywhere in the world for
such Company-Related Inventions, including signing U.S. or foreign patent
applications, oaths or declarations relating to such patent applications, and
similar documents.
(f)
To
the extent that any Company-Related Invention is eligible under applicable
law
to be deemed a “work made for hire,” or otherwise to be owned automatically by
the Company, it will be deemed as such, without additional compensation to
Executive. In some jurisdictions, Executive may have a right, title, or interest
(“Right,” including without limitation all right, title, and interest arising
under patent law, copyright law, trade-secret law, semiconductor chip protection
law, or otherwise, anywhere in the world, including the right to ▇▇▇ for present
or past infringement) in certain Company-Related Inventions that cannot be
automatically owned by the Company. In that case, if applicable law permits
Executive to assign Executive’s Right(s) in future Company-Related Inventions at
this time, then Executive hereby assigns any and all such Right(s) to the
Company, without additional compensation to Executive; if not, then Executive
agrees to assign any and all such Right(s) in any such future Company-Related
Inventions to the Company or its nominee(s) upon request, without additional
compensation to Executive.
6.
Non-competition. As a condition to, and in consideration of, the Company’s
entering into this Agreement, and giving Executive access to certain
confidential and proprietary information, which Executive recognizes is valuable
to the Company and, therefore, its protection and maintenance constitutes a
legitimate interest to be protected by the provisions of this Section 6 as
applied to Executive and other employees similarly situated to Executive, and
for ten dollars ($10) and other good and valuable consideration, the receipt
and
sufficiency of which Executive hereby acknowledges, Executive acknowledges
and
hereby agrees as follows:
(a)
that
Executive is and will be engaged in the business of the Company;
(b)
that
Executive has occupied a position of trust and confidence with the Company
prior
to the Effective Date, and that during such period and the period of Executive’s
Employment under this Agreement, Executive has, and will, become familiar with
the Company’s trade secrets and with other proprietary and confidential
information concerning the Company;
(c)
that
the obligations of this Agreement are directly related to the Employment and
are
necessary to protect the Company’s legitimate business interests; and that the
Company’s need for the covenants set forth in this Agreement is based on the
following: (i) the substantial time, money and effort expended and to be
expended by the Company in developing technical designs, computer program source
codes, marketing plans and similar confidential information; (ii) the fact
that
Executive will be personally entrusted with the Company’s confidential and
proprietary information; (iii) the fact that, after having access to the
Company’s technology and other confidential information, Executive could become
a competitor of the Company; and (iv) the highly competitive nature of the
Company’s industry, including the premium that competitors of the Company place
on acquiring proprietary and competitive information; and
(d)
that
for a period commencing on the Effective Date and ending one (1) year following
Termination as provided in Section 11, Executive shall not in any way engage,
without the Company’s written consent (such consent not to be unreasonably
withheld), in any business in competition with the business of the Company,
or
seek any position from any company or individual who competes with the business
of the Company, or accept any capacity or position offered by any company or
individual who competes in the business of the Company. The “business
of the Company”
as
referred to in this Agreement means the business of uranium exploration within
North America.
7.
Legal
Fees and Expenses. In the event of a lawsuit, arbitration, or other
dispute-resolution proceeding between the Company and Executive arising out
of
or relating to this Agreement, the prevailing party, in the proceeding as a
whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
including without limitation motions for preliminary or temporary injunctive
relief) will be entitled to recover its reasonable attorneys’ fees and expenses
unless the court or other forum determines that such a recovery would not serve
the interests of justice.
8.
Successors.
(a)
This
Agreement shall inure to the benefit of and be binding upon (i) the Company
and
its successors and assigns and (ii) Executive and Executive’s heirs and legal
representatives, except that Executive’s duties and responsibilities under this
Agreement are of a personal nature and will not be assignable or delegable
in
whole or in part.
(b)
The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be
required to perform it if no such succession had taken place. As used in this
Agreement, "the Company" shall mean the Company as hereinbefore defined and
any
successor to its business and/or assets as aforesaid which assumes and agrees
to
perform this Agreement by operation of law, or otherwise.
9.
Arbitration.
(a)
Except as set forth in paragraph (b) of this Section 9 or to the extent
prohibited by applicable law, any dispute, controversy or claim arising out
of
or relating to this Agreement will be submitted to binding arbitration before
a
single arbitrator in accordance with the National Rules for the Resolution
of
Employment Disputes of the American Arbitration Association in effect on the
date of the demand for arbitration. The arbitration shall take place before
a
single arbitrator, who will preferably but not necessarily be a lawyer but
who
shall have at least five years’ experience in working in or with companies
engaged in the industry in which the Company is engaged. Unless otherwise agreed
by the parties, the arbitration shall take place in the city in which
Executive’s principal office space is located at the time of the dispute or was
located at the time of Termination of the Employment (if applicable). The
arbitrator is hereby directed to take all reasonable measures not inconsistent
with the interests of justice to expedite, and minimize the cost of, the
arbitration proceedings.
(b)
To
protect inventions, trade secrets, or other confidential information of Section
4, and/or to enforce the non-competition provisions of Section 6, the Company
may seek temporary, preliminary, and/or permanent injunctive relief in a court
of competent jurisdiction, in each case, without waiving its right to
arbitration.
(c)
At
the request of either party, the arbitrator may take any interim measures s/he
deems necessary with respect to the subject matter of the dispute, including
measures for the preservation of confidentiality set forth in this Agreement.
(d)
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction.
10.
Indemnification. Company shall to the fullest extent permitted by law or as
set
forth in the Articles of Incorporation, and any future amendments, and the
Bylaws of the Company, indemnify, defend and hold harmless Executive from and
against any and all claims, demands, proceedings, liabilities, damages, losses
and expenses (including attorney's fees, court costs and disbursements) arising
out of the fact that he is or was a director or officer of the Company, or
the
performance of his duties hereunder except in the case of Executive’s gross
negligence, willful misconduct, criminal conduct or violations of
law.
11.
Termination.
This
Agreement and the employment relationship created hereby will terminate (i)
upon
the death or disability of Executive under Section 11 (a) or 11(b); (ii) with
cause under Section 11 (c); (iii) for good reason under Section 11 (d); or
(iv)
without cause under Section 11(e).
|
(a)
|
Disability.
Company
shall have the right to terminate the employment of Executive under
this
Agreement for disability in the event Executive suffers an injury,
illness, or incapacity of such character as to substantially disable
him
from performing his duties without reasonable accommodation by Executive
hereunder for a period of more than thirty (30) consecutive days
upon
Company giving at least thirty (30) days written notice of termination.
|
|
(b)
|
Death.
This
agreement will terminate on the Death of the
Executive.
|
|
(c)
|
With
Cause.
Company may terminate this Agreement at any time because of (i)
Executive’s material breach of any term of the Agreement, (ii) the
determination by the Board of Directors in the exercise of its reasonable
judgment that Executive has committed an act or acts constituting
a felony
or other crime involving moral turpitude, dishonesty or theft or
fraud; or
(iii) Executive’s negligence in the performance of his duties
hereunder.
|
|
(d)
|
Good
Reason.
The Executive may terminate his employment for “Good Reason” by giving
Company ten (10) days written notice
if:
|
|
(i)
|
he
is assigned, without his express written consent, any duties materially
inconsistent with his positions, duties, responsibilities, or status
with
Company as of the date hereof, or a change in his reporting
responsibilities or titles as in effect as of the date
hereof;
|
(ii) his
compensation is reduced; or
|
(iii)
|
Company
does not pay any material amount of compensation due hereunder and
then
fails either to pay such amount within the ten (10) day notice period
required for Termination hereunder or to contest in good faith such
notice. Further, if such contest is not resolved within thirty (30)
days,
Company shall submit such dispute to arbitration under Section 9.
|
| (e) |
Without
Cause.
Company
may terminate this Agreement without cause upon providing the Executive
with thirty (30) days’ written notice.
|
12.
Obligations of Company upon Termination.
(a)
In
the event of the termination of Executive’s employment pursuant to Section
11(a), (b) or (c), Executive will be entitled only to the compensation earned
by
him hereunder as of the date of such termination (plus life insurance or
disability benefits).
(b) In
the
event of the termination of Executive’s employment pursuant to Section 11 (d) or
(e), Executive will be entitled to receive as severance pay, an amount equal
to
the monthly compensation provided for in Section 3(a) multiplied by a factor
of
three (3) in addition to all payments of salary earned through the date of
termination in one lump sum.
13.
Other
Provisions.
(a)
All
notices and statements with respect to this Agreement must be in writing.
Notices to the Company shall be delivered to the Chairman of the Board or any
vice president of the Company. Notices to Executive may be delivered to
Executive in person or sent to Executive’s then-current home address as
indicated in the Company’s records.
(b)
This
Agreement sets forth the entire agreement of the parties concerning the subjects
covered herein; there are no promises, understandings, representations, or
warranties of any kind concerning those subjects except as expressly set forth
in this Agreement.
(c)
Any
modification of this Agreement must be in writing and signed by all parties;
any
attempt to modify this Agreement, orally or in writing, not executed by all
parties will be void.
(d)
If
any provision of this Agreement, or its application to anyone or under any
circumstances, is adjudicated to be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability will not affect any other
provision or application of this Agreement which can be given effect without
the
invalid or unenforceable provision or application and will not invalidate or
render unenforceable such provision or application in any other
jurisdiction.
(e)
This
Agreement will be governed and interpreted under the laws of the United States
of America and the laws of the State of Nevada as applied to contracts made
and
carried out in Nevada by residents of Nevada.
(f)
No
failure on the part of any party to enforce any provisions of this Agreement
will act as a waiver of the right to enforce that provision.
(g)
Section headings are for convenience only and shall not define or limit the
provisions of this Agreement.
(h)
This
Agreement may be executed in several counterparts, each of which is an original.
It shall not be necessary in making proof of this Agreement or any counterpart
hereof to produce or account for any of the other counterparts. A copy of this
Agreement signed by one party and faxed to another party shall be deemed to
have
been executed and delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for all
purposes.
14.
Summary of Terms of Employment
Effective
Date July
_______, 2007
|
Term
|
One
year, renewable
|
Office
/
Position President
and Chief Executive Officer
|
Salary
|
$15,000
per month
|
This
Agreement contains provisions requiring binding arbitration of disputes. By
signing this Agreement, Executive acknowledges that he or she (i) has read
and
understood the entire Agreement; (ii) has received a copy of it (iii) has had
the opportunity to ask questions and consult counsel or other advisors about
its
terms; and (iv) agrees to be bound by it.
Executed
to be effective as of the Effective Date.
▇▇▇▇▇▇▇▇
URANIUM CORP. EXECUTIVE
by:
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇