EXHIBIT 10.2
EMPLOYMENT CONTRACT
Environmental Technologies, Inc., (ENTECH) a Nevada Corporation, addressed at:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇"), an individual, of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, in
consideration of the mutual promises made herein, agree as follows:
ARTICLE 1. TERM OF EMPLOYMENT
SPECIFIED PERIOD
Section 1.01. ENTECH employs ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ accepts employment with
ENTECH for a period of three (3) years beginning on December 15, 2003
terminating on November 30, 2006.
AUTOMATIC RENEWAL
Section 1.02. This agreement shall be renewed automatically for two succeeding
terms of Three (3) years, each unless either party gives notice to the other at
least 180 days prior to the expiration of any term of his or its intention not
to renew.
"EMPLOYMENT TERM" DEFINED
Section 1.03. "Employment term" refers to the entire period of employment of
▇▇▇▇▇▇▇▇▇ by ENTECH, whether for the periods provided above, or whether
terminated earlier as hereinafter provided or extended by mutual agreement
between ENTECH and ▇▇▇▇▇▇▇▇▇
ARTICLE 2. DUTIES AND OBLIGATIONS OF ▇▇▇▇▇▇▇▇▇
GENERAL DUTIES
Section 2.01. ▇▇▇▇▇▇▇▇▇ shall serve as the Chairman of the Board of Directors
and Chief Executive Officer of ENTECH. In his capacity as Chief Executive
Officer of ENTECH, ▇▇▇▇▇▇▇▇▇ shall do and perform all services, acts, or things
necessary or advisable, consistent with the normal duties of the chief executive
officer of a company to manage and conduct the business of ENTECH, including the
hiring and firing of any and all employees of ENTECH, subject at all times to
the reasonable and prudent policies set by ENTECH Board of Directors, and to the
consent of the Board when required by the terms of this contract.
In addition, throughout the employment term:
MATTERS REQUIRING CONSENT OF BOARD OF DIRECTORS
Section 2.02. ▇▇▇▇▇▇▇▇▇ shall not, without specific approval of ENTECH Board of
Directors, do or contract to do any of the following:
(1) Borrow on behalf of ENTECH more than set forth in the fiscal budget approved
by the Board of Directors of ENTECH.
(2) Purchase capital equipment for amounts in excess of the amounts budgeted for
expenditure by the Board of Directors of ENTECH.
(3) Sell any capital asset of ENTECH.
(4) Commit ENTECH to the expenditure of funds for the development and sale of
new products or services more than set forth in the fiscal budget approved by
the Board of Directors of ENTECH.
DEVOTION TO ENTECH'S BUSINESS
Section 2.03. (a) ▇▇▇▇▇▇▇▇▇ shall devote his entire productive time, ability,
and attention to the business of ENTECH during the term of this contract.
(b) ▇▇▇▇▇▇▇▇▇ shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a business,
commercial, or professional nature to any other person or organization, whether
for compensation or otherwise, without the prior written notice to ENTECH Board
of Directors. The expenditure of reasonable amounts of time for outside
activities, e.g., educational, charitable, professional or political activities
shall not be deemed a breach of this agreement if those activities do not
materially interfere with the services required under this agreement and shall
not require the prior written notice to ENTECH Board of Directors.
(c) This agreement shall not prohibit ▇▇▇▇▇▇▇▇▇ from making passive personal
investments or conducting private business affairs if those activities do not
materially interfere with the services required under this agreement. However,
▇▇▇▇▇▇▇▇▇ shall not directly or indirectly acquire, hold, or retain any interest
in any business competing with or similar in nature to the business of ENTECH.
COMPETITIVE ACTIVITIES
Section 2.04. (a) During the term of this contract, ▇▇▇▇▇▇▇▇▇ shall not,
directly or indirectly, either as an employee, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of ENTECH.
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(b) ▇▇▇▇▇▇▇▇▇, subject to receiving compensation as set forth at Paragraph
8.0,5. in the event of termination, agrees that during the term of this contract
and for a period of Three (3) years after termination of this agreement,
▇▇▇▇▇▇▇▇▇ shall not directly or indirectly solicit, hire, recruit, or encourage
any other employee of ENTECH to leave ENTECH.
UNIQUENESS OF ▇▇▇▇▇▇▇▇▇'▇ SERVICES
Section 2.05. ▇▇▇▇▇▇▇▇▇ represents and agrees that the services to be performed
under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. ▇▇▇▇▇▇▇▇▇, therefore, expressly agrees that ENTECH, in addition
to any other rights or remedies that ENTECH may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
contract by ▇▇▇▇▇▇▇▇▇.
INDEMNIFICATION FOR NEGLIGENCE OR MISCONDUCT
Section 2.06. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold ENTECH harmless from all
liability for loss, damage, or injury to persons or property resulting from the
negligence or misconduct of ▇▇▇▇▇▇▇▇▇ from acts not in the normal course and/or
scope of his duties and activities as an Officer and/or Director of ENTECH.
TRADE SECRETS
Section 2.07. (a) The parties acknowledge and agree that during the term of this
agreement and in the course of the discharge of his duties hereunder, ▇▇▇▇▇▇▇▇▇
shall have access to and become acquainted with financial, personnel, sales,
scientific, technical and other information regarding formulas, patterns,
compilations, programs, devices, methods, techniques, operations, plans and
processes that are owned by ENTECH, actually or potentially used in the
operation of ENTECH's business, or obtained from third parties under an
agreement of confidentiality, and that such information constitutes ENTECH's
"trade secrets."
(b) ▇▇▇▇▇▇▇▇▇ specifically agrees that he shall not misuse, misappropriate, or
disclose in writing, orally or by electronic means, any trade secrets, directly
or indirectly, to any other person or use them in any way, either during the
term of this agreement or at any other time thereafter, except as is required in
the course of his employment.
(c) ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that the sale or unauthorized use or
disclosure in writing, orally or by electronic means, of any of ENTECH's trade
secrets obtained by ▇▇▇▇▇▇▇▇▇ during the course of his employment under this
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agreement, including information concerning ENTECH's actual or potential work,
services, or products, the facts that any such work, services, or products are
planned, under consideration, or in production, as well as any descriptions
thereof, constitute unfair competition. Accordingly, ▇▇▇▇▇▇▇▇▇ promises and
agrees, while ENTECH or their assigns are not otherwise in breach of this
agreement, not to engage in any such unfair competition with ENTECH, either
during the term of this agreement or at any other time thereafter.
SERVICES AS CONSULTANT
Section 2.08. Following ▇▇▇▇▇▇▇▇▇'▇ retirement, and if the employment term has
not been terminated for cause, ▇▇▇▇▇▇▇▇▇ shall make his advice and counsel
available to ENTECH for such a period as either may desire. The parties agree
that this advice and counsel shall not entail full time service and shall be
consistent with ▇▇▇▇▇▇▇▇▇'▇ retirement status.
USE OF ▇▇▇▇▇▇▇▇▇'▇ NAME
Section 2.09, (a) ENTECH shall have the right to use the name of ▇▇▇▇▇▇▇▇▇ as
part of the trade name or trademark of ENTECH if it should be deemed advisable
to do so, Provided that neither ENTECH is not in breach of any covenant of this
agreement. Any trade name or trademark, of which the name of ▇▇▇▇▇▇▇▇▇ is a
part, that is adopted by ENTECH during the employment of ▇▇▇▇▇▇▇▇▇ may be used
thereafter by ENTECH for as long as ENTECH deems advisable.
(b) ▇▇▇▇▇▇▇▇▇ shall not, during the term of this agreement, use or permit the
use of his name in the trade name or trademark of any other enterprise if that
other enterprise is engaged in a business similar in any respect to that
conducted by ENTECH, unless that trade name or trademark clearly indicates that
the other enterprise is a separate entity entirely distinct from and not to be
confused with ENTECH and unless that trade name or trademark excludes any words
or symbols stating or suggesting prior or current affiliation or connection by
that other enterprise with ENTECH.
ARTICLE 3. OBLIGATIONS OF ENTECH
GENERAL DESCRIPTION
Section 3.01. ENTECH shall provide ▇▇▇▇▇▇▇▇▇ with the compensation, incentives,
benefits, and business expense reimbursement specified elsewhere in this
agreement. In addition, ENTECH shall require only those items consistent with
normal duties of the job.
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OFFICE AND STAFF
Section 3.02. ENTECH shall provide ▇▇▇▇▇▇▇▇▇ with appropriate office space,
furniture, fixtures, and administrative support suitable to ▇▇▇▇▇▇▇▇▇'▇ position
and adequate for the performance of his duties.
INDEMNIFICATION OF LOSSES OF ▇▇▇▇▇▇▇▇▇
Section 3.03. ENTECH shall indemnify ▇▇▇▇▇▇▇▇▇ for all necessary expenditures or
losses incurred by ▇▇▇▇▇▇▇▇▇ in direct consequence of the discharge of his
duties on ENTECH's behalf.
ARTICLE 4. OBLIGATIONS OF ENTECH
ISSUANCE OF SHARES OF ENTECH
Section 4.01. Concurrent with the execution of this agreement and as part of the
inducement to enter into this agreement ENTECH shall have issued One Million
(1,000,000) additional shares of its stock to ▇▇▇▇▇▇▇▇▇. To the extent that such
issuance of shares by ENTECH or transfer can be affected without recognition of
income or other tax to ▇▇▇▇▇▇▇▇▇ the parties agree to execute such other and
further documents as will affect such non-recognition.
Section 4.02. Concurrent with the beginning of the second year of this contract
and subsequently with each annual renewal of employment, ENTECH shall issue two
hundred and fifty thousand (250,000) additional share of its stock to ▇▇▇▇▇▇▇▇▇.
The shares shall be subject to registration rights and be free trading with no
restrictions.
ARTICLE 5. COMPENSATION OF ▇▇▇▇▇▇▇▇▇
ANNUAL SALARY
Section 5.01. (a) As initial compensation for the services to be performed
hereunder, ENTECH shall pay ▇▇▇▇▇▇▇▇▇ a salary at the rate of Three Hundred
Thousand and Sixty Thousand ($360,000.00) per annum, payable not less than twice
monthly during the employment term.
(b) ▇▇▇▇▇▇▇▇▇ shall receive such annual increases in salary as may be determined
by ENTECH Board of Directors in its reasonable discretion on an annual basis
commensurate with ▇▇▇▇▇▇▇▇▇'▇ performance and/or attainment of ENTECH business
objectives and any cost of living increases. In no event, shall any such
increase be less than the percentage salary increases received by other persons
similarly employed by ENTECH (including the members of its board, its employees,
or the employees of its subsidiaries).
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DEFERRED COMPENSATION
Section 5.02. If ▇▇▇▇▇▇▇▇▇ remains in the employ of ENTECH until age 60 or on
earlier retirement on mutual written consent of both ▇▇▇▇▇▇▇▇▇ and ENTECH,
ENTECH agrees to pay to ▇▇▇▇▇▇▇▇▇ additional compensation, commencing with his
first full month of retirement, at the annual rate of 80 percent (80%) of the
annual salary which he is receiving at age 59 payable in equal monthly
installments on the last day of each month during ▇▇▇▇▇▇▇▇▇'▇ entire lifetime.
QUALIFIED PENSION PROGRAMS
Section 5.03. ▇▇▇▇▇▇▇▇▇ shall participate ratably in any qualified pension or
profit sharing programs of ENTECH or its successors.
DISABILITY
Section 5.04. If ▇▇▇▇▇▇▇▇▇ for any reason whatsoever becomes disabled so that he
is unable to perform the duties prescribed herein, ENTECH agrees to pay
▇▇▇▇▇▇▇▇▇ one hundred percent (100%) of ▇▇▇▇▇▇▇▇▇'▇ annual salary reduced by the
benefits of any disability insurance policy, payable in the same manner as
provided for the payment of salary herein to the extent not covered by
disability insurance payments set forth in Section 7.06, for the remainder of
the employment term provided for herein.
ARTICLE 6. ▇▇▇▇▇▇▇▇▇ INCENTIVES
INCENTIVE PAYMENT BASED ON PERFORMANCE
Section 6.01. (a) For each fiscal year, ENTECH agrees to pay ▇▇▇▇▇▇▇▇▇, within
Ninety days (90) days after the end of ENTECH's fiscal year, an annual incentive
payment based on the profits of ENTECH as determined by the board of directors.
(b) If the employment term is terminated by ENTECH for cause, ▇▇▇▇▇▇▇▇▇ shall
not be entitled to any portion of the annual profit-sharing payment for the
fiscal year in which that termination occurs. However, if this contract should
expire or be terminated for reasons other than cause, ▇▇▇▇▇▇▇▇▇ shall be
entitled to a percentage of the annual profit-sharing payment equal to the
percentage of the fiscal year worked.
(c) In no event shall the payment of such a profit-sharing payment be less than
any profit sharing payment, performance incentive, or similar incentive, ratably
determined, paid to other persons similarly employed by ENTECH (including the
members of its board, its employees, or the employees of its subsidiaries).
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STOCK OPTION
Section 6.02. (a) ▇▇▇▇▇▇▇▇▇ shall be given the option to participate in any
stock option plan offered by ENTECH during the term of this employment and
thereafter to the extent allowed by the Plan or applicable law.
(b) In no event shall the benefit of such a stock option be less than any stock
option or similar incentive, ratably determined, as to other persons similarly
employed by ENTECH (including the members of its board, its employees, or the
employees of its subsidiaries).
ARTICLE 7. ▇▇▇▇▇▇▇▇▇ BENEFITS
ANNUAL VACATION
Section 7.01. ▇▇▇▇▇▇▇▇▇ shall be entitled to Five (5) weeks vacation time each
year with full pay. If ▇▇▇▇▇▇▇▇▇ is unable for any reason to take the total
amount of authorized vacation time during any year, he may accrue that time and
add it to vacation time for any following year or may receive a cash payment in
an amount equal to the amount of annual salary attributable to that period or
will not earn vacation time in any subsequent year until the earned vacation
time is used.
ILLNESS
Section 7.02. ▇▇▇▇▇▇▇▇▇ shall be entitled to ten days (14) per year as sick
leave with full pay.
USE OF AUTOMOBILE
Section 7.03. (a) ENTECH shall provide ▇▇▇▇▇▇▇▇▇ with a monthly vehicle
allowance of One Thousand Three Hundred Dollars ($1,300.00).
(b) ENTECH shall pay all expenses of the automobile including, but not limited
to: maintenance, registration, fuel, repairs and insurance deductibles.
(c) ENTECH shall procure and maintain an automobile liability insurance policy
on the automobile, with coverage including ▇▇▇▇▇▇▇▇▇, Rosenthal's spouse and
those of his children who qualify as ▇▇▇▇▇▇▇▇▇'▇ dependents under Section 152 of
the Internal Revenue Code in the minimum amounts of One Million Dollars
($1,000,000.00) for any single occurrence.
(d) If ▇▇▇▇▇▇▇▇▇ is prohibited by order of any court from holding or using a
driver's license, ▇▇▇▇▇▇▇▇▇ will no longer be entitled to this benefit.
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MEDICAL INSURANCE COVERAGE/PAYMENT OF MEDICAL PREMIUMS
Section 7.04. (a) ENTECH agrees to provide ▇▇▇▇▇▇▇▇▇ with or to include
▇▇▇▇▇▇▇▇▇ in full-coverage medical, major medical, hospital, dental, and eye
care insurance. ENTECH further agrees to reimburse ▇▇▇▇▇▇▇▇▇ for all medical and
dental expenses incurred by ▇▇▇▇▇▇▇▇▇, his spouse, and those of his children who
qualify as his dependents under Section 152 of the Internal Revenue Code of 1986
excepting co-payments or deductibles under such policies,
(b) in no event shall the benefits under such policies of insurance be less than
any less than the coverage afforded to those employed by ENTECH (including the
members of its board, its employees, or the employees of its subsidiaries).
LIFE INSURANCE
Section 7.05. (a) Within One Hundred and Eighty (180) days after the execution
of this agreement ENTECH agrees to obtain a life insurance policy on the life of
▇▇▇▇▇▇▇▇▇ in the face amount of One Million Dollars ($1,000,000.00). ENTECH
further agrees to make that insurance policy payable to the beneficiary or
beneficiaries designated by ▇▇▇▇▇▇▇▇▇. ENTECH agrees to pay all premiums on the
policy during the term of employment provided herein.
(b) ▇▇▇▇▇▇▇▇▇ agrees to submit to any physical examination that may be required
for the purpose of ENTECH's obtaining life insurance on the life of ▇▇▇▇▇▇▇▇▇
for the benefit of ▇▇▇▇▇▇▇▇▇; provided, however, that ENTECH shall bear the
entire cost of that examination.
DISABILITY INSURANCE
Section 7.06. To the extent that ENTECH (including the members of its board, its
employees, or the employees of its subsidiaries) provide Disability Insurance to
any of their employees or directors, similarly employed, ENTECH agrees to obtain
a policy of disability insurance for the benefit of ▇▇▇▇▇▇▇▇▇ in such an amount
as will compensate ▇▇▇▇▇▇▇▇▇ as provided in this agreement in full in the event
of his partial or full disability.
ARTICLE 8. BUSINESS EXPENSES
PAYMENT OF EXPENSES
Section 8.01. (a) It is understood and agreed by the parties that the services
required by ENTECH will require ▇▇▇▇▇▇▇▇▇ to incur entertainment expenses on
behalf of ENTECH. ENTECH hereby agree to and shall make available to, and/or
reimburse ▇▇▇▇▇▇▇▇▇ for, such amounts as are reasonably incurred in connection
with the business of ENTECH, as the case may be.
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(b) ▇▇▇▇▇▇▇▇▇ shall, however, furnish to ENTECH adequate records and other
documentary evidence required by federal and state statutes and regulations for
the substantiation of each such expenditure as an income tax deduction.
Section 8.02. (a) ENTECH, as the case may be, shall promptly reimburse ▇▇▇▇▇▇▇▇▇
for all other reasonable business expenses incurred by ▇▇▇▇▇▇▇▇▇ in connection
with the business of ENTECH. (b) Each such expenditure shall be reimbursable
only if it is of a nature qualifying it as a proper deduction on the federal and
state income tax return of ENTECH.
(c) Each such expenditure shall be reimbursable only if ▇▇▇▇▇▇▇▇▇ furnishes to
ENTECH adequate records and other documentary evidence required by federal and
state statutes and regulations issued by the appropriate taxing authorities for
the substantiation of each such expenditure as an income tax deduction.
ARTICLE 9. TERMINATION OF EMPLOYMENT
TERMINATION FOR CAUSE
Section 9.01. (a) ENTECH may terminate this agreement only if ▇▇▇▇▇▇▇▇▇
willfully breaches or habitually neglects the duties which he is required to
perform under the terms of this agreement; or incurably commits the act set for
in Section (d) hereof which would prevent the effective performance of his
duties.
(b) The Board of Directors of ENTECH by a unanimous vote only may, at its
option, terminate this agreement for the reasons stated in this Section by
giving written notice of termination to ▇▇▇▇▇▇▇▇▇ without prejudice to any other
remedy to which ENTECH may be entitled either at law, in equity, or under this
agreement.
(c) The notice of termination required by this section shall specify the ground
for the termination and shall be supported by a statement of all relevant facts
in justification for the termination.
(d) Termination under this section shall be considered "for cause" for the
purposes of this agreement.
1. Permanent Disability;
2. The customers, suppliers or financial institutions with which ENTECH has
agreements refuse to accept such Shareholder's continued involvement in the
operation of the ENTECH's business;
3. Habitual on the job drunkenness;
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4. Conviction of a crime involving defalcation, dishonesty or theft.
5. Commingling of the ENTECH's assets with his own assets;
6. Acquisition of an interest adverse to that of the ENTECH;
7. Mismanagement of the assets of the ENTECH;
8. Taking of unauthorized compensation or perquisites;
9. Failure to act as directed by the Board of Directors of ENTECH unless
reasonable cause exists therefore;
10. Misappropriation or misuse of assets, trade secrets, proprietary customer,
supplier or process information of the ENTECH; or
11. Failure to obey a court order regarding ENTECH and/or its business affairs.
(e) In the event that the Board of Directors of ENTECH desires to terminate
▇▇▇▇▇▇▇▇▇ for cause and the breach is curable, ▇▇▇▇▇▇▇▇▇ shall be given written
notice of the intention of ENTECH to terminate ▇▇▇▇▇▇▇▇▇'▇ employment under this
agreement and ▇▇▇▇▇▇▇▇▇ shall be given a ninety day (90) period of time to cure
the breach as reasonably required, in which latter case, no termination for
cause shall occur.
TERMINATION WITHOUT CAUSE
Section 9.02. (a) This agreement shall be terminated upon the death of
▇▇▇▇▇▇▇▇▇.
(b) The Board of Directors of ENTECH reserves the right to terminate this
agreement not less than twelve months (12) after ▇▇▇▇▇▇▇▇▇ suffers any physical
or mental disability that would prevent the performance of his essential job
duties under this agreement, unless reasonable accommodation can be made to
allow ▇▇▇▇▇▇▇▇▇ to continue working. Such a termination shall be effected by
giving Thirty days (30) written notice of termination to ▇▇▇▇▇▇▇▇▇ Termination
pursuant to this provision shall not prejudice ▇▇▇▇▇▇▇▇▇'▇ rights to continued
compensation pursuant to Section 5.03 or 9.0.5. of this agreement.
(c) Termination under this section shall not be considered for cause" for the
purposes of this agreement.
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EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION
Section 9.03. (a) This agreement shall not be terminated by any merger,
consolidation, reorganization, voluntary or involuntary dissolution of ENTECH in
which ENTECH is not the consolidated or surviving corporation, or a transfer of
all, or substantially all, of the assets of ENTECH.
(b) In the event of any such merger or consolidation or transfer of assets,
ENTECH's rights, benefits, and obligations hereunder shall be assigned to the
surviving or resulting corporation or the transferee of ENTECH's assets. The
obligations of ENTECH shall become the obligations of the surviving or resulting
corporation. The surviving entity shall assume the obligation to perform under
the terms of this contract. Any remaining renewal periods will be activated upon
such merger or consolidation.
(c) To that extent, ENTECH or the surviving company agrees to assume and
guarantee the obligations under this agreement in total
PAYMENT ON TERMINATION
Section 9.04. Notwithstanding any provision of this agreement, if ENTECH
terminates this agreement, it shall pay ▇▇▇▇▇▇▇▇▇ an amount equal to his annual
salary at the then current rate of compensation beginning upon the effective
date of termination. ENTECH further agrees, for three (3) years following any
such termination, to reimburse ▇▇▇▇▇▇▇▇▇ for all medical and dental expenses
incurred by ▇▇▇▇▇▇▇▇▇, his spouse, and those of his children.
TERMINATION BY ▇▇▇▇▇▇▇▇▇
Section 9.05. (a) ▇▇▇▇▇▇▇▇▇ may terminate his employment under this agreement
for cause, without affecting the obligations of ENTECH to pay termination
benefits by giving ENTECH at least three (3) months notice in advance.
(b) Termination under this section shall be considered "for cause" for the
purposes of this agreement.
1. Bankruptcy of ENTECH;
2. The appointment of a receiver or assignment for the benefit of creditors of
ENTECH;
3. Request by ENTECH ▇▇▇▇▇▇▇▇▇ reasonably deems to be illegal or unethical;
4. Conviction of ENTECH of any misdemeanor which involves dishonesty or moral
turpitude or conviction of a felony;
5. Commingling of the ENTECH assets with other assets;
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6. The making of conflicting or unreasonable demands on ▇▇▇▇▇▇▇▇▇;
7. Mismanagement of the assets of the ENTECH;
8. Professional or personal differences with the Board of Directors of ENTECH.
ARTICLE 10. GENERAL PROVISIONS
NOTICES
Section 10.01. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses appearing in the
introductory paragraph of this agreement, but each party may change that address
by written notice in accordance with this section. Notices delivered personally
shall be deemed communicated as of the date of actual receipt; mailed notices
shall be deemed communicated as of the date of mailing.
MEDIATION
Section 10.02. Any controversy between ENTECH and ▇▇▇▇▇▇▇▇▇ involving the
construction or application of any of the terms, provisions, or conditions of
this agreement shall on the written request of either party served on the other,
first be submitted to mediation by a neutral third party upon whom the parties
shall promptly agree. In the event that the parties are unable to agree or
resolve the controversy or dispute through mediation, the parties agree to
submit the matter directly to the Court.
ATTORNEYS' FEES AND COSTS
Section 10.03. If any legal action is instituted to enforce or interpret the
terms of this agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and necessary disbursements in addition to any other
relief to which that party may be entitled, provided that such party first
submitted the issue or controversy to mediation or made written demand therefore
and the other party or parties refuses or fails to submit to mediation within
thirty (30) days after such notice. In determining who is the prevailing party
for purposes of this agreement the Court or arbitrator may, in addition to legal
principals, consider any written offer of compromise made and rejected by a
party, during mediation.
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ENTIRE AGREEMENT
Section 10.04. This agreement supersedes any and all other agreements, either
oral or in writing, between the parties hereto with respect to the employment of
▇▇▇▇▇▇▇▇▇ by ENTECH and contains all of the covenants and agreements between the
parties with respect to that employment in any manner whatsoever. Each party to
this agreement acknowledges that no representation, inducements, promises, or
agreements, orally or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and that no other
agreement, statement, or promise not contained in this agreement shall be valid
or binding on either party.
MODIFICATIONS
Section 10.05. Any modification of this agreement will be effective only if it
is in writing and signed by the party to be charged.
EFFECT OF WAIVER
Section 10.06. The failure of either party to insist on strict compliance with
any of the terms, covenants, or conditions of this agreement by the other party
shall not be deemed a waiver of that term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power at any one time or times be
deemed a waiver or relinquishment of that right or power for all or any other
times.
PARTIAL INVALIDITY
Section 10.07. If any provision in this agreement is held by a court or
arbitrator of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
LAW GOVERNING AGREEMENT
Section 10.08. This agreement shall be governed by and construed in accordance
with the laws of the State of California.
SUMS DUE ▇▇▇▇▇▇▇▇▇'▇ ESTATE
Section 10.09. If ▇▇▇▇▇▇▇▇▇ dies prior to the expiration of the term of his
employment, any sums that may be due him from ENTECH under this agreement as of
the date of death shall be paid to ▇▇▇▇▇▇▇▇▇'▇ executors, administrators, heirs,
personal representatives, successors, and assigns.
EXECUTION PAGE FOLLOWS
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Executed on December 15, 2003 at Rancho Cucamonga, California.
By: /s/ signature unreadable
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Environmental Technologies, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
