EXHIBIT 10.119
March 1, 2005
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Dear ▇▇. ▇▇▇▇▇▇:
I am pleased to offer you the position of Controller of HiEnergy Technologies,
Inc. ("Company") effective March 1, 2005. This agreement supersedes any previous
agreement. Your employment is subject to the following terms and conditions:
1. Your duties and responsibilities will consist of those usually
discharged by Controllers of publicly traded startup companies
including but not limited to product pricing, profit planning,
profit planning, forecasting, budgeting, financial ratio analysis,
short, intermediate and long term financing and negotiations
associate therewith. Your particularly important responsibility will
be the audit and financial sections of SEC filings as well as the
selection of financial personnel, in coordination with the Board of
Directors and myself.
2. Your tasks will be defined and assigned to you solely by me on
behalf of the Board of Directors. You will be reporting to me on a
weekly basis and periodically to the Board of Directors.
3. a). Your annual salary will be $200,000, of which $125,000 will be
paid bi-weekly in cash and $75,000 will be deferred compensation to
be paid in the form of three Promissory Notes one due April 6, 2005,
one due August 6, 2005, and one due January 6, 2006 each for
$25,000, bearing 5% interest, provided you are then an employee on
the issue dates; and
b). In the event the Company files a registration statement on S-8,
the Company has the option to prepay your services with S-8 stock
with value equivalent to six (6) months of the above stated salary,
the pro-rata portion of which would be refundable to the Company if
you were to voluntary resign or be fired for cause.
4. Your remuneration will be subject to review on or about July 6,
2005.
▇.▇▇▇ will receive payment of your deferred salary promissory note dated
January 6, 2005, plus accrued interest upon your acceptance of this
Letter Agreement;
6. If terminated without cause, the Company would pay you severance pay
in an amount equivalent to six (6) months of your salary at the time
of such termination.
7. The Company hereby retracts any previous offer for stock options and
will grant you a non-qualified option as of March 1, 2005 to
purchase 500,000 shares of common stock of the Company, exercisable
at a price of $0.72 per share. The option will vest 60% on April 6,
2005 and fully vest on July 6, 2005. However, the option will
immediately vest if the Company is acquired or sold via a merger or
acquisition transaction, or any other transaction that results in a
change in the corporate ownership structure. The term of said option
shall be six (6) years.
8. Where applicable, you will participate in the Company's incentive
stock option plan, the amount of which shall be determined under
standard procedures and policies.
9. The Company will provide you with the Company's full healthcare
medical benefits insurance premiums for its employees at no cost for
you and your family, as well as any additional benefits offered to
employees.
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10. You will receive coverage under the Company's D&O policy, and the
Company shall make every effort to ensure that the policy remains in
full force and effect during your time of employment.
11. The Company will grant you no less than four (4) weeks paid vacation
(excluding holidays), and ten (10) days for sick leave, which can be
used against illness or other personal matters. Any unused vacation
days or sick leave cannot be accrued or rolled over, and shall not
be considered compensation.
12. The Company will make timely reimbursements for any pre-approved
expenses incurred by you on its behalf, including cellular phone
services, as well as pre-approved tuition reimbursement for
continuing education and professional certification courses directly
related to your position.
13. You agree to neither require, nor demand, any additional
remuneration other than that provided for in this letter agreement.
You agree to forfeit any fees which would otherwise be paid to you
as a consultant, regardless if you are responsible for securing any
strategic partnership with proprietary contacts or funding sources.
However, the Company will consider extraordinary contributions when
making a determination as to bonuses or awards granted to employees
based on merit.
14. You will preserve Company confidential information in accordance
with established Company agreement on the proprietary policies and
procedures, a copy of which has been provided to you and signed by
you and which represents an integral part of this Employment
Letter-Agreement.
The Company is herewith obligated to meet the above terms and conditions upon
your acceptance of employment, with exception to any equity based compensation,
the issuance of which shall be subject to an approval by the Company's Board of
Directors.
This letter shall be governed by the laws of the State of California (without
giving effect to internal choice of law rules). The terms of this letter
agreement may be modified only by a writing signed by both parties. Oral
modifications are not enforceable. To the extent of any inconsistency, this
agreement shall supersede any previous agreement.
I hope you will find this offer attractive and the creative climate of the
company stimulating, such that your talents will manifest at their best.
Please confirm your acceptance of the offer by cosigning this letter below.
Sincerely,
HiEnergy Technologies, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Chairman & CEO
In acceptance of the above terms:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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