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EXHIBIT 10.12
HYDRALITE INCORPORATED
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April 9, 1994
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Re: Employment Agreement
Dear ▇▇. ▇▇▇▇▇▇▇:
We refer to the Preferred Stock Purchase Agreement dated
concurrently herewith (the "Purchase Agreement") among Hydralite Incorporated
(the "Company"), the investors named therein and, as to certain provisions
thereof, ▇▇▇▇▇ ▇▇▇▇▇ and you.
This will confirm our understanding as to the terms of your
employment by the Company in connection with the closing (the "Closing") of the
transactions contemplated by the Purchase Agreement:
1. Positions. You will be employed as the President and
Chief Executive Officer of the Company.
2. Compensation. Your initial base salary shall be at
the annual rate of $135,000, subject to increase at the discretion of the Board
of Directors of the Company, and will be payable in accordance with the
Company's policies for its senior executives.
3. Benefits. The Company will use its best efforts to
cause the Board of Directors to adopt promptly a benefits and bonus package for
the Company's key employees, including you, as determined in good faith by the
Board.
4. Severance. (a) In the event that the Company shall
terminate you as an employee other than for "cause" (as such term is
hereinafter defined), you will be entitled to receive an amount equal to your
monthly base salary as of the date of such termination, payable monthly until
the earlier to occur of (i) six months from the date of termination and
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(ii) your commencing employment, or a substantially full-time consulting
position, with another person or entity other than the Company. You will also
be entitled to be continue to receive all medical and life insurance benefits
that you were receiving at the time of such termination, for such period.
(b) If you are terminated for cause, you shall
receive only your base salary owing to you through the date of termination and
shall not be entitled to any additional payments from the Company.
(c) For purposes of this agreement, the term
"cause" shall mean (i) an act of gross misconduct you in connection with the
performance of your duties hereunder; or (ii) the commission by you of a
felony, as evidenced by a felony conviction; or (iii) the commission by you of
any act of fraud, misappropriation of funds or embezzlement in connection with
your employment hereunder.
5. Release. You agree that, in consideration of the
severance payment to be made to you under paragraph 4(a) of this letter
agreement, you will execute the general release annexed hereto as Annex A,
which you understand is a condition to your receiving such payment.
6. Miscellaneous. You expressly acknowledge that you
are an employee-at-will of the Company.
(a) This agreement sets forth the entire agreement and
understanding of the parties with respect to the subject matter hereof, and
there are no other terms or agreements with respect to your employment by the
Company.
(b) This letter agreement will be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Delaware, without regard to principles of conflicts of law.
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Please acknowledge your understanding of, and agreement with,
the foregoing by signing your name in the space indicated below, whereupon this
letter agreement will become a binding agreement upon the parties.
Very truly yours,
HYDRALITE INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: President
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Agreed to and acknowledged as of
the date first written above:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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