EXHIBIT 10.10
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EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") dated as of February 4,
2000, sets out the terms and conditions of your employment by Perceptronics,
Inc., a Delaware corporation (the "Company").
1. AGREEMENT DATE; EMPLOYMENT AT WILL.
You are a continuing employee of the Company. Your employment by the
Company began effective as of November 22, 1995 (the "Commencement Date").
The purpose of this agreement is to describe the terms of that employment as
well as to establish new conditions of employment subsequent to February 4,
2000 (the "Agreement Date").
You understand and agree that your employment by the Company under
this Agreement is "at will", meaning that, subject to the provisions of
Section 8, either you or the Company may terminate this Agreement at any
time, with or without Cause (as defined below). In addition, the Company
reserves the right to eliminate or change any term or condition of your
employment at any time with or without Cause or notice. You further agree
that only the CEO of the Company or his designate has the authority to make
any agreement contrary to the terms of this Agreement, and any modification
of the at will nature of your employment under this Agreement with the
Company must be in writing and executed by you and the CEO of the Company.
2. JOB DESCRIPTION.
A. You are to be employed as the Chief Technology Officer and you
will be required to carry out such duties as are reasonably assigned to you
from time to time by the CEO or his designate, including without limitation,
those set forth on Schedule A hereto. Your job title and your job duties may
be changed by the CEO at any time and for any reason so long as your
continued assignments are at a level that is reasonably consistent with your
current employment level. You shall devote your full professional time and
energy, attention, skills and ability to the performance of your duties
during your employment and shall faithfully and diligently endeavor to
promote the business and best interests of the Company and shall make
available to the Company all knowledge possessed by you relating to any
aspect of your duties and responsibilities hereunder. You agree that during
your employment with the Company, you will not render or perform services for
any other corporation, entity, person or firm actively involved with the
Industry without the prior written consent of the CEO. For purposes of this
Agreement, the term the "Industry" shall consist of firms engaged in HLA
R&D, collaborative multi-user interaction over the Internet, and directly
related activities. You hereby agree to appear and actively participate on
behalf of the Company in the Industry and in the general promotion of its
business.
B. You further agree, during the course of your employment under
this Agreement, to conduct yourself and all business on behalf of the Company
in a manner intended to be in full compliance with all laws applicable to the
duties undertaken by you during this Agreement.
3. COMPENSATION.
A. Your compensation for the performance by you of your
obligations hereunder, and provided that you satisfactorily perform your
obligations hereunder, will remain the same as you are receiving currently
pending scheduled review.
B. Other Benefits:
(1) During the term of this Agreement, you shall be eligible to
participate in such medical, disability, accident or other
insurance or welfare plans, programs or arrangements as may be
offered generally to the employees of the Company.
(2) The Company shall pay or reimburse you for all reasonable and
necessary business expenses incurred which relate to the
business of the Company as approved by the CEO, with such
payments or reimbursements to be made monthly upon presentation
of receipts or other evidence of such expenses.
C. Stock Options: As additional compensation for services rendered, the
Company shall grant to you Stock Options in accord with the following
schedule and terms.
(1) 200,000 Options at $0.77 shall be granted as of February 4,
2000. The closing market price on the date of grant was
$0.781. These Options shall vest as follows
(a) 50,000 Options as of the Agreement Date. The rights under
these Options shall remain exercisable for a period of
three (3) years from the date of grant, subject to the
terms and conditions of the Option Agreement.
(b) 50,000 Options to be granted 6 months following, 12
months following and 18 months following the date of this
agreement if you remain employed by the Company. The
rights under these Options shall remain exercisable for a
period of three (3) years from the date of vesting,
subject to the terms and conditions of the Option
Agreement.
(2) The Option Agreement shall contain cashless exercise
provision and customary antidilution protections. If the
Company should at anytime register its common stock, then you
shall have piggyback registration rights exercisable within
thirty (30) days of notice according to the terms of the
Option Agreement. You shall be entitled to customary
indemnification in any registration. In the event of a sale,
merger, acquisition, dissolution, conveyance, transfer or
other disposition or series of transactions resulting in a
change of control of Company, or a sale by Company of all or
substantially all its assets, all remaining Options shall be
granted to you.
(3) The Options shall be Non-Qualified Employee Stock Options and
shall be subject to the tax treatment associated with such
Options. You will be responsible for obtaining expert advice
on tax matters related to exercise of the Options and sale of
the resulting Stock.
D. The compensation provided to you pursuant to this Agreement shall be
subject to any required federal, state, local and other governmental
withholdings or other deductions that may be required from time to time under
applicable tax laws.
E. Annual performance reviews, conducted on or about the anniversary
of this Agreement, may be conducted by the CEO in accordance with the
Company's policies and as a result of which your salary may be altered by the
CEO.
4. PLACE OF WORK. Your place of work shall be at the principal offices of
the Company. You also agree to be available to travel as may be requested by
the Company for the reasonable performance of your duties.
5. AUTHORIZATIONS. You agree to provide to the Company, as a condition
precedent to your employment under this Agreement, all legally required proof
of your authorization to work in the United States. You further
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agree to allow the Company to use your name, biography and likeness in
connection with information that may be disseminated concerning the Company.
You hereby warrant and represent that there are no existing or proposed
agreements to which are you are a party that may adversely affect your ability
to your duties under this Agreement.
6. VACATIONS AND HOLIDAYS.
A. If you work full-time you will be entitled to take as vacation time
those holidays adopted by the Company each year and you will be entitled to
15 business days of paid vacation each year.
B. Holiday and vacation days accrued will be treated in accordance with
the policies of the Company.
C. Vacation dates must be agreed to in advance by the CEO or his
designate.
D. If you leave the Company before taking all vacation days due to you,
you will receive a pro-rata payment of your salary in respect to those
vacation days you have not used.
7. SICK PAY.
A. The Company will pay you your salary in respect of periods of
absence through illness or injury for up to 12 business days absence (in the
aggregate) in any period of 12 months. Unless otherwise required by law, sick
leave is only to be used when, owing to health reasons, you are unable to
work and so notify the CEO or his designate.
B. Your unused sick leave is not carried forward from one year to
the next will be treated in accord with the policy of the Company.
8. TERMINATION.
A. Notice of Termination.
(1) If you desire to terminate your employment with the Company,
you must give the Company 30 days prior written notice.
(2) Unless in the case of termination for "Cause" (as defined
below), if the Company desires to terminate your employment,
the Company must give you 30 days written notice.
(3) Any salary paid or owing to you from the Company upon
termination shall be subject to any deductions for:
i. Social Security, disability, unemployment or other taxes
customarily paid by an employer and employee;
ii. for any deductions in respect of any indebtedness that
you may have to the Company; and
iii. for any obligations the Company may have to any third
party on your behalf.
(4) The Company may, at its sole discretion, choose to pay you
salary for the duration of the notice period in lieu of
providing notice above or following notice of termination of
employment, require you to carry out none or only some of your
duties at or away from the Company offices.
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B. For purposes of this Agreement, the following events shall
constitute "Termination Events":
(1) Any termination of which notice is given under Section 8A above;
(2) Termination of this Agreement by the Company for "Cause". For
purposes of this Agreement, the term "Cause", when used in
connection with the termination of this Agreement by the
Company shall mean, and shall be limited to, your (a) failure
to substantially perform the duties required of you hereunder
for a period of 30 consecutive days or for shorter periods
aggregating 30 days in any 12 month period on account of a
physical or mental disability or incapacity, as verified by a
written statement from a physician mutually agreeable to you
and the Company; (b) death; (c) dishonesty or commission of
fraudulent or criminal acts (other than routine traffic
infractions or other minor misdeeds that result only in
monetary fines or any occurrence and do not impact Employee's
competency hereunder); (d) failure to act on behalf of the
Company in its business or in the Industry in breach of this
Agreement; (e) participating in Restricted Business in
violation of Section 11 hereof, without the CEO's prior written
consent; (f) a material breach of this Agreement (which shall
include your failure to substantially perform the duties
required of you hereunder either intentionally or by
unreasonable neglect); (g) willful malfeasance or gross
negligence in the performance of your employment duties; (h)
violation of the Company's established rules applicable to all
employees; provided that with respect to clauses (d) through
(h), you shall have a period of 30 days from the date you
receive written notice of such event or breach to cure such
event or breach (or during the first 90 days following the
Commencement Date, you shall have one week from the date of
such notice). In the event of any termination for "Cause", the
Company shall be entitled to immediately terminate your
employment with the Company.
D. Upon the occurrence of a Termination Event, you shall be entitled to
the following payments from the Company:
(1) PAYMENTS IN THE EVENT OF A TERMINATION FOR CAUSE: Upon the
termination of your employment as a result of a termination for
Cause, you shall be entitled to any Base Salary and accrued
vacation pay if any, due and owing at the date of such
termination but not yet paid. You shall not be entitled to any
other compensation or payments hereunder after the date of, or
otherwise with respect to, such termination of your employment.
(2) PAYMENTS UPON TERMINATION OF YOUR EMPLOYMENT AS A RESULT OF
YOUR TERMINATION NOT FOR CAUSE: Upon the termination of your
employment as a result of Termination Event not for Cause (as
described in Section 8(B)(2) above), you shall be entitled to
(a) any Base Salary and accrued vacation pay if any, due and
owing at the date of such termination, but not yet paid and (b)
a severance payment equal to one month's salary.
(3) TIMING OF PAYMENTS: If you comply with the requirements of
Section 13, the Company will pay amounts payable to you under
Section 8(D) no later than fifteen (15) business days after the
Termination Event, and shall be paid in legal tender into such
bank account as you (or your legal representative) may
designate; provided that the Company shall be entitled to
withhold any amounts payable to you until you have fully
complied with Section 13.
9. CONFIDENTIALITY.
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A. You acknowledge that you may acquire the trade secrets and
confidential information of the Company ("Confidential Information") during
the course of your employment and that the unauthorized disclosure of any
such Confidential Information could cause serious harm and damage to the
Company.
B. For the purpose of avoiding such harm you agree that you must
not make use of, divulge or communicate to any person
(other than with proper authority) any Confidential
Information of or relating to the Company or any of
its customers or suppliers or any holding company or
subsidiary of the Company including (but not limited
to) such Confidential Information as: details of
customers, potential customers, consultants,
suppliers and potential suppliers, product details,
prices, financial and accounting information,
financial statements, discounts, specific product
applications, manufacturing processes, computer
programs, algorithms, copy protection and
construction of serial numbers, software, software
source codes, software object codes, future software
developments, research reports, marketing plans,
existing trade arrangements, or terms of business,
which you may receive or become aware of as a result
of being in the employment of the Company. This
obligation of confidentiality towards such
Confidential Information shall continue to apply
without limit in time after the termination (for
whatever reason) of your employment, but it shall not
apply to information which is or is already disclosed
into the public domain for reasons other than your
fault or is required to be disclosed by law, but only
to the extent that it is so disclosed.
10. PROPRIETARY PROPERTY.
A. Any proprietary rights whatsoever, including without limitation
patents, copyrights and design rights, as a result of the development of, and
the application of, all work produced by you during your employment under
this Agreement, including (but not limited to) any invention, design,
discovery or improvement, secret process, computer program, documentation,
confidential information, copyright work or other material which you
conceive, discover or create during or in consequence of your employment with
the Company shall belong to the Company ("Proprietary Property"). You must
promptly communicate to the Company all information concerning such
Proprietary Property and if requested provide all such assistance at the
Company's expense as is necessary to secure the vesting of all rights to such
Proprietary Property in the Company.
B. You hereby irrevocably appoint the Company as your
attorney-in-fact with full power in your name to execute and sign any
document and do any other thing which the Company may consider to be
desirable for the purposes of giving effect to this Section 10 and agree to
notify and confirm whatever the Company may lawfully do as your
attorney-in-fact.
11. NON-SOLICITATION.
A. You shall not during employment or for a period of 12 months
after the Termination Date either personally or by an agent and either on his
own account or for or in association with any other person directly or
indirectly solicit, endeavor to entice away, induce to break their contract
of employment or offer employment to any Restricted Person.
B. For the purposes of this section the following words have the
following meanings:
(1) "Restricted Business" means any business in the
Industry.
(2) "Restricted Person" means any person who has at any
time in the period of twelve months prior to the
Termination Date been employed by the Company or who
is a consultant to the Company, who works in the
Restricted Business and who was known to or worked
with you during that period.
(3) "Termination Date" means the date on which your
employment under this Agreement terminates.
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12. NON-INTERFERENCE WITH SUPPLIERS. You shall not for a period of 12 months
after the Termination Date either personally or by an agent and either on
your own account or for or in association with any other person directly or
indirectly interfere or seek to interfere or take such steps as may be likely
to interfere with the continuance of supplies to the Company in respect of
the Restricted Business and the Industry (or the terms relating to such
supplies) from any supplier or seek to damage the relationship between any
supplier and the Company who has supplied goods or services to the Company in
the 12 month period immediately prior to the Termination Date.
13. RETURN OF DOCUMENTS, MATERIALS AND EQUIPMENT. You shall within 72 hours
of a Termination Date, deliver to the Company, at the Company's expense, and
at any other time as the Company may request, all equipment owned or leased
by the Company for your office use, and all documents, financial records,
technology, software, source codes, object codes, hardware (and all copies
thereof), in whatever medium, relating to the business of the Company that
you possess or have under your control. For purposes hereof, any equipment,
supplies or materials for which you received reimbursement from the Company
shall be presumed to be owned by the Company.
14. INDEMNIFICATION.
A. You hereby agree to indemnify, defend and hold harmless the
Company, and each of its officers, directors, shareholders, agents,
employees and attorneys for the Company, their successors and assigns, from
and against, and pay or reimburse each of them for, any and all claims,
losses, damages, judgments, amounts paid in settlement, costs and legal,
accounting or other expenses that any of them may sustain or incur as a
result of any misrepresentation or any non-performance of any covenant or
other obligation on the part of you contained in this Agreement.
B. The Company agrees to indemnify, defend and hold harmless you from
and against, and pay or reimburse you for any and all claims, losses,
damages, judgments, amounts paid in settlement, costs and legal, accounting
or other expenses that any of you may sustain or incur as a result of any
misrepresentation or any non-performance of any covenant or other obligation
on the part of the Company contained in this Agreement.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement of the
parties relating to the subject matter hereof. There are no terms, conditions
or obligations other than those contained in this Agreement. This Agreement
supersedes all prior communications, representations or agreements between
the parties relating to the subject matter hereof. This Agreement may not be
amended except in writing executed by you and the Company.
16. SEPARABILITY OF PROVISIONS. The invalidity or unenforceability of any
particular provision of this Agreement shall not effect the other provisions
hereof; all of which shall remain enforceable in accordance with their terms.
Should any of the obligations hereunder be found illegal or unenforceable,
such obligations shall be enforceable within whatever terms a court of
competent jurisdiction shall deem allowable by law.
17. ASSIGNMENT. You may not assign, sell, subcontract, delegate or otherwise
transfer your obligations under this Agreement, without the prior written
consent of the CEO of the Company, and any attempted assignment or delegation
shall be void and without effect.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the California for agreements wholly negotiated,
entered into and performed within the State of California, without reference
to the conflict of laws principles thereof.
19. INJUNCTIVE RELIEF. You hereby acknowledge that the Company and its
affiliated companies are new and evolving companies and that protection of
Proprietary Property and Confidential Information are important to future
prospects for growth and business development of the Company. You further
acknowledge that the Company may not have an adequate remedy at law in the
event of any breach or threatened breach by you of any provision.
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of Sections 9, 10, 11, 12 and 13, and that the Company may suffer irreparable
damage and injury as a result. Accordingly, in the event of any such breach
or threatened breach, you hereby consent to the application the Company for
injunctive relief against you by any court of competent jurisdiction without
the posting of any bond or security therefor.
20. POLICIES AND PROCEDURES. You further agree to abide by the Company's
policies and procedures and any changes that may be made to them from time to
time.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
February 4, 2000.
Perceptronics, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: President
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AGREED AND ACCEPTED BY EMPLOYEE:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
Address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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SCHEDULE A
DUTIES
Your duties will include, but not be limited to, the following: You will be
the technical head of the IC3D/IC3D software development effort. You will be
the lead contributor to and director of IC3D technology development,
especially in conceptualization and implementation of demonstrations and
presentations. You will direct research and development to enhance the IC3D
technology, including R&D conducted for DMSO. You will also direct and help
manage the technical aspects of application programs for commercial
customers, including top level direction and monitoring of the application
personnel. You will continue to participate in the Web3D consortium and DMSO
AMG meetings for HLA development. You will also conduct such short-term
projects as may be jointly planned and decided on from time to time by you
and the Company's executive management.
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