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AGREEMENT

Employee Retention Agreement

AGREEMENT | Document Parties: Hall Effect Medical Products Inc | Sports Information and Publishing Corp You are currently viewing:
This Employee Retention Agreement involves

Hall Effect Medical Products Inc | Sports Information and Publishing Corp

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Title: AGREEMENT
Governing Law: Delaware     Date: 2/3/2005

AGREEMENT, Parties: hall effect medical products inc , sports information and publishing corp
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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.

<PAGE>

 

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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<PAGE>

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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<PAGE>

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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<PAGE>

(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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<PAGE>

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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<PAGE>

(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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