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Exhibit 10.1
THIS AGREEMENT is made on the ____ day of June, 2004
BETWEEN
(1) Hall Effect Technologies Limited, a company registered in
England
number 03344705 whose registered office is Unit 2 Taurus
Park,
Europa Boulevard, Warrington, Cheshire, WA5 5YT ("the
Company")
(2) Jonathon Andrew Fuller of Easter Shian, Glen Quaich,
Amulree,
Perthshire, PH8 0DB ("the Employee")
and
(3) Hall Effect Medical Products Inc, a company organised and
existing
under the laws of the State of Delaware, United States of
America
and Sports Information and Publishing Corp., a company
formed
under the laws of the State of Colorado, United States of
America
("the Parents")
WHEREAS (a) the Board of the Company ("the Board") has approved
the terms of
this Agreement and (b) the Parents have agreed to guarantee the
obligations of
the Company
IT IS AGREED AS FOLLOWS:
1. Definition
In this Agreement:
1.1 "Associated Company" means a subsidiary and any
other company which is for
the time being a holding
company (as defined in the
Companies Act 1985 section
736) of the Company or any
subsidiary of any such holding
company.
1.2 "Subsidiary" means a subsidiary (as
defined by the Companies Act
1985 section 736) for the time
being of the Company.
2. Appointment
The Company shall employ the Employee and Employee shall serve
the Company
as Senior Executive Officer or in such other capacity of an
equivalent
status as the Company may reasonable require on and subject to
the terms
and conditions specified herein. If the Company becomes a
subsidiary of an
Associated Company whose shares trade in the United States, the
Employee
shall also serve as Chief Executive Officer of such Associated
Company and
a member of its board of directors without any additional
compensation.
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3. Duration of the Employment
3.1 The employment commenced on 1 December 2003 ("the
Commencement Date")
and subject to clause 14 below shall continue for an initial
period of
three years and may be terminated by the Company giving to
the
Employee not less than twelve months written notice or by the
Employee
giving to the Company not less than six months written notice.
For the
avoidance of doubt the earliest date on which said notice given
by the
Company may cause Employee's employment to terminate is 30
November
2006. Unless sooner terminated in accordance with the above,
the
Employee's employment hereunder shall continue on a year-to-year
basis
after 30 November 2006.
3.2 Notwithstanding clause 3.1 above, the employment shall
terminate when
the Employee reaches the normal retiring age of 65.
3.3 The Employee's period of continuous employment began on 23
July 2000.
The employment is not continuous with any previous
employment.
3.4 The Employee warrants that he is not bound by or subject to
any court
order, agreement, arrangement or undertaking which in any
way
restricts or prohibits him from entering into this Agreement or
from
performing his duties hereunder.
4. Duties
4.1 During the continuance of his employment hereunder the
Employee shall:
(a) faithfully and diligently perform such duties and exercise
such
powers consistent with his position as may from time to time
be
assigned or vested in him by the Board;
(b) during the normal working hours specified in clause 5
(unless
prevented by ill health or accident and except during
holidays
permitted by this Agreement) devote the whole of his time,
attention and abilities to carrying out his duties
hereunder;
(c) obey the reasonable and lawful directions of the Board;
(d) comply with all of the Company's rules, regulations,
policies and
procedures from time to time in force;
(e) keep the Board at all times promptly and fully informed
(in
writing if so requested) of his conduct of the business of
the
Company and any Associated Company and provide such
explanations
in connection therewith as the Board may require;
(f) use his best endeavours to promote, develop and extend
the
interests and reputation of the Company and its Associated
Companies and not to do anything which is to their
detriment.
4.2 The Company reserves the right to require the Employee to
carry out
the duties of another position of equivalent status either in
addition
to or instead of his duties as Senior Executive Officer and
the
Company shall be at liberty to appoint any other person or
persons to
act jointly with the Employee as Senior Executive Officer or in
any
position to which he may be assigned from time to time.
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4.3 The Employee shall if and for so long as the Company
requires and
without any further remuneration than that provided for in
this
Agreement:
(a) carry out the duties of his position on behalf of any
Associated
Company
5. Hours and Place of Work
5.1 The Employee shall work such hours and at such times as are
necessary
for the proper performance of his duties, being not less than 37
hours
per week to suit the given workload.
5.2 The Employee shall carry out his duties at any location
which is
consistent with the interests of the Company and it is
anticipated
that the Employee may frequently carry out duties from his
home.
However, the Company may require the Employee to work at any
place
within the United Kingdom on either a temporary or an
indefinite
basis.
5.3 For the avoidance of doubt, the Employee shall be entitled
to pursue
outside business research and academic interests providing that
those
interests do not prevent the Employee from carrying out his
duties
hereunder to the best of his ability and providing that his
outside
interests do not conflict with the interests of the Company in
any
respect whatsoever.
6. Remuneration
6.1 The Employee shall be paid by the way of remuneration for
his services
during his employment hereunder a salary for serving as an
Executive
Officer of the Company at the rate of (pound)130,000 per annum
for the
period 6 months from the Commencement Date, rising to
(pound)150,000
per annum thereafter. Such salary shall be paid by equal
monthly
instalments in arrears on the last day of every month and shall
accrue
from day to day. Such salary shall be reviewed at the end of
each
financial year of the Company and shall be increased provided
that the
performance of the Employee in the reasonable opinion of the
Board
justifies such increase. Notwithstanding anything to the
contrary
contained in the Articles of Association of the Company or of
any
Associated Company the Employee shall not be entitled to any
other
remuneration either as director or employee of the Company or
any
Associated Company.
6.2 Payment of salary to the Employee shall be made either by
the Company
or by an Associated Company and, if by more than one company, in
such
proportions as the Board may from time to time think fit.
6.3 The Employee shall not under any circumstances either
directly or
indirectly receive or accept for his own benefit any
commission,
rebate, discount, gratuity or profit from any person, company or
firm
having business with the Company or any Associated Company.
6.4 The Employee shall be eligible to receive up to a maximum of
4,829,577
share options in terms of the agreed stock option agreement
attached
as Schedule A hereto.
6.5 A cash-control and profit performance based bonus scheme
will be
operated on an annual basis commencing with fiscal year 2005
and
thereafter. A bonus equal to 10% of Employee's then salary shall
be
payable if the Associated Company and its consolidated
subsidiaries,
including the Company (collectively, the "Group") shall achieve
100%
of the net income after tax budget targets established prior to
each
fiscal year by the Board. At such time as the net income after
tax
budget target shall equal or exceed (US) $5,000,000, such bonus
shall
be subject to increase on a pro-rata basis to a maximum of 100%
of
Employee's then salary if the Group shall achieve 200% of the
net
income after tax target established by the Board for such fiscal
year.
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6.6 The Company acknowledges that it currently owes the Employee
the sum
of (pound)26,500 in accrued and unpaid salary. Such amount shall
be
paid to the Employee on June 30, 2004, or such earlier time as
the
Associated Company shall raise not less than (U.S.)$3,000,000
in
financing. In the event such financing shall not be obtained,
such
accrued salary shall only be paid out of Company cash flow at
such
time and in such manner as shall be determined by the Board of
the
Company.
7. Deductions
The Employee hereby authorises the Company to deduct from his
remuneration
under this Agreement any sums due from him to the Company
including,
without limitation, any overpayments, loans or advances made to
him by the
Company, the cost of repairing any damage or loss to the
Company's property
caused by him and any losses suffered by the Company as a result
of any
negligence or breach of duty by the Employee.
8. Expenses
The Company shall reimburse the Employee in respect of all
expenses
reasonably incurred by him in the proper performance of his
duties, subject
to his providing such receipts or other evidence as the Company
may
require.
9. Holiday
9.1 The Employee shall be entitled to paid holiday for all
relevant bank
and public holidays and a further 20 working days holiday in
each
holiday year (being the period from 1st January to 31st
December). The
Employee may only take this holiday at such times as are agreed
with
the Board and the Board may direct the employee to take holiday
on
particular days, notice of which will be given.
9.2 In the holiday year in which the employment hereunder
commenced or
terminates the entitlement to holiday shall accrue on a pro rata
basis
for each month of service.
9.3 If on the termination of the employment hereunder,
howsoever
occurring, the Employee has exceeded his accrued holiday
entitlement
the excess may be deducted from any sums due to him. If the
Employee
has holiday entitlement still owing, the Company may at its
sole
discretion, require the Employee to take such outstanding
holiday
during any notice period or make payment in lieu thereof.
9.4 Holiday entitlement for one year cannot be taken in
subsequent holiday
years. Failure to take holiday entitlement in the appropriate
holiday
year will lead to forfeiture of any accrued holiday not taken
without
any right to payment in lieu thereof.
10. Sickness Benefit
10.1 The Company shall continue to pay the Employee's salary
during any
period of absence on medical grounds up to a maximum of 26 weeks
in
any rolling period of 12 months, provided that the Employee
shall from
time to time if required:
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(a) supply the Company with medical certificates covering any
period
of sickness or incapacity exceeding seven days (including
weekends); and
(b) undergo at the Company's expense a medical examination by
a
doctor appointed by the Company.
10.2 Payment of the Employee's salary pursuant to clause 10.1
shall be
inclusive of any Statutory Sick Pay to which the Employee may
be
entitled under the legislation and regulations in force from
time to
time.
10.3 If the Employee's absence shall be occasioned by the
actionable
negligence of a third party in respect of which damages are
recoverable, then all sums paid by the Company shall constitute
loans
to the Employee, who shall:
(a) forthwith notify the Company of the relevant circumstances
and of
any claim, compromise, settlement or judgment made or awarded
in
connection therewith;
(b) give to the Company such information concerning the above
matters
as the Company may reasonably require; and
(c) if the Company so requires, refund to the Company such sum
(not
exceeding the lesser of:
(i) the amount of damages recovered by him under such
compromise, settlement or judgment; and
(ii) the sums advanced to him in respect of the period of
incapacity) as the Company may determine.
11. Pension
11.1 There is no Company Pension scheme applicable to the
Employee and no
contracting out certificate is in force under the Social
Security
Pensions Act 1975 in respect of the Employee's employment under
this
Agreement.
12. Confidential Information and Company Documents
12.1 The Employee shall neither during the Employment (except in
the proper
performance of his duties) nor at any time (without limit) after
the
termination of the employment (howsoever the same is determined
and
whether in breach of contract or otherwise):
(a) divulge or communicate to any person, company, business,
entity
or other organisation;
(b) use for his own purposes or for any purposes other than
those of
the Company or any Associated Company; or
(c) through any failure to exercise due care and diligence,
cause any
unauthorised disclosure of any trade secrets or confidential
information relating to the Company or any Associated Company
but
so that these restrictions shall cease to apply to any
information which shall become available to the public
generally
otherwise than through the default of the Employee or that may
be
required to be disclosed by law or by any Governmental
Authority.
12.2 "Confidential Information" shall mean details of suppliers
and their
terms of business, details of customers and their requirements,
the
prices charged to and terms of business with customers,
techniques and
capabilities, product information, market information,
processes,
formulae., trade secrets, marketing plans and sales
forecasts,
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financial information, results and forecasts (save to the extent
that
these are included in published audited accounts), any
proposals
relating to the acquisition or disposal of a company or business
or
any part thereof or to any proposed expansion or contraction
of
activities, details of employees and officers and of the
remuneration
and other benefits paid to them, information relating to
research
activities, inventions, secret processes, designs, formulae
and
product lines, any information which the Employee is told is
confidential and any information which has been given to the
Company
or any Associated Company in confidence by customers, suppliers
or
other persons,
12.3 All notes, memoranda, records, lists of customers and
suppliers and
employees, correspondence, documents, computer and other disks
and
tapes, data listings, codes, designs and drawings and other
documents
and material whatsoever (whether made or created by the Employee
or
otherwise) relating to the business of the Company or any
Associated
Company (and any copies of the same);
(a) shall be and remain the property of the Company or the
relevant
Associated Company; and
(b) shall be handed over by the Employee to the Company or to
the
relevant Associated Company on demand and in any event on
the
termination of the employment.
13. Inventions and Intellectual Property
13.1 The parties foresee that the Employee may make inventions
or create
other intellectual property in the course of his duties
hereunder and
agree that in this respect the Employee has a special
responsibility
to further the interests of the Company (and its Associated
Companies);
It shall be part of the normal duties of the Employee at all
times to
consider in what manner and by what new methods or devices
the
products, services, processes, equipment or systems of the
Company or
any Associated Company with which he is concerned or for which
he is
responsible might be improved and promptly to give to the
Secretary of
the Company full details of any invention or improvement which
he may
from time to time make or discover in the course of his duties
and to
further the interests of the Company with regard thereto.
13.2 Any invention or improvement, design, process, information,
copyright
work, trade mark or trade name or get-up made, created or
discovered
by the Employee during the continuance of his employment
hereunder
(whether capable of being patented or registered or not and
whether or
not made or discovered in the course of his employment hereunder
in
conjunction with or in any way affection or relating to the
business
of any company in the Group or capable of being used or adapted
for
use therein or in connection therewith shall forthwith be
disclosed to
the Company and shall (subject to Sections 39 to 43 of the
Patents Act
1977) belong to and be the absolute property of the Company
or
Associated Company as the Company may direct.
13.3 The Employee if and whenever required so to do by the
Company shall at
the expense of the Company or such Associated Company as the
Company
may direct:
(a) apply or join with the Company or such Associated Company
in
applying for letters patent or other protection or
registration
in the United Kingdom and in any other part of the world for
any
such invention, improvement, design, process, information,
work,
trade mark, trade name or get-up as aforesaid; and
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(b) execute and do all instruments and things necessary for
vesting
the said letters patent or other protection or registration
when
obtained and all right title and interest to and in the same
absolutely and as sole beneficial owner in the Company or
such
Associated Company or in such other person as the Company
may
specify.
13.4 The Employee hereby irrevocably and unconditionally waives
all Rights
under Chapter IV Copyright, Designs and Patents Act 1998 in
connection
with his authorship of any existing or future copyright work in
the
course of his employment hereunder, in whatever part of the
world such
rights may be enforceable including without limitation:
(a) the right conferred by Section 77 of that Act to be
identified as
the author of any such work; and
(b) the right conferred by Section 80 of that Act not to have
any
such work subjected to derogatory treatment
13.5 The Employee hereby irrevocable appoints the Company to be
his
Attorney in his name and on his behalf to execute and do any
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