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Exhibit
10.8
AMENDED AND
RESTATED
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made
and effective this 16 th day
of March, 2008, by and between ICOP DIGITAL, INC., a
Colorado Corporation (“Company”) and LAURA E.
OWEN (“Executive”).
WITNESSETH:
WHEREAS, Company and Executive are
parties to that certain Executive Employment Agreement dated on or
about August 10, 2006; and
WHEREAS, Company and Executive desire
the amendment of certain provisions of the Executive Employment
Agreement as restated herein.
NOW, THEREFORE, the parties hereto agree
as follows:
1.
Employment . Company hereby agrees to employ
Executive as its President and/or Chief Operating Officer and
Executive hereby accepts such employment in accordance with the
terms of this Agreement and the terms of employment applicable to
regular employees of Company. Executive may elect to relinquish the
title and duties of either President or Chief Operating Officer
without the termination of her employment or modification of her
compensation and benefits as provided for herein. In the event of
any conflict or ambiguity between the terms of this Agreement and
terms of employment applicable to regular employees, the terms of
this Agreement shall control.
2. Duties of
Executive . Subject to the right of Executive to relinquish
the duties of the President or Chief Operating Officer, the duties
of Executive while serving as the President and Chief Operating
Officer shall generally include the performance of all of the
duties typical of the President and Chief Operating Officer of a
public corporation as further defined in the Bylaws of the Company
and such other duties and projects as may be assigned by the Chief
Executive Officer and Board of Directors of the Company. Executive
shall devote a substantial amount of her productive time, ability
and attention to the business of the Company and shall perform all
duties in a professional, ethical and businesslike
manner.
a. Job Title :
President and/or Chief Operating Officer
b.
Accountability/Reporting : Executive shall report to the
Chief Executive Officer and Board of Directors.
c. Job Description .
During the period of her employment hereunder, Executive agrees to
serve as President and/or Chief Operating Officer of the Company.
The Executive shall serve as a full time employee of the Company to
perform such duties as the Company may from time to time reasonably
direct.
3. Term
. The term of this Agreement shall commence March 16, 2008 and
shall terminate on March 15, 2010 or sooner as provided herein
(such period, as it may be annually extended, the
“Term”). Provided that this Agreement has not
previously been terminated as provided for herein, on each
anniversary of this Agreement, commencing on March 16 2009,
one year shall be added to the Term of Executive’s employment
with the Company under this Agreement, so that as of each
anniversary of this Agreement the Term of Executive’s
employment hereunder shall be two (2) years.
4.
Compensation .
a. Base Salary. During
the Term of her employment by the Company under this Agreement,
Executive shall receive an annual salary of $175,000.00
(“Base Salary”) (less withholding for applicable
taxes), payable in accordance with the Company’s payroll
procedures for its salaried employees, subject to such increases as
may be determined by the Compensation Committee of the Board of
Directors of the Company.
b. Bonus. In addition
to Base Salary, Executive shall be eligible to receive an annual
bonus (the “Bonus”) as determined from time to time by
Company’s Compensation Committee of the Board of Directors of
Company.
c. Medical Insurance.
Company agrees to provide Executive with a medical, hospital and
dental plan for Executive in the amount equal to 100% of total
premium, as approved by Company, during this Agreement. Executive
shall be responsible for payment of any federal or state income tax
imposed upon these benefits.
d. Stock Option Plans.
Executive shall be entitled to participate in any Stock Option Plan
adopted by Company.
e. Automobile. During
the Term of Executive’s employment by the Company under this
Agreement, the Company shall provide Executive with a Company owned
or leased automobile or an equivalent automobile allowance of
$850.00 per month with periodic increases at the mutual agreement
of the Company and Executive.
f. Vacation. The
Executive will be entitled to four (4) weeks paid vacation
annually.
g. Benefits. During
the Term of Executive’s employment by the Company under this
Agreement, Executive also shall be eligible for the benefits
offered by the Company from time to time to the Company’s
other executive officers (such as group insurance, pension plans,
thrift plans, stock purchase plans and the like). Nothing herein
shall be construed so as to prevent the Company from modifying or
terminating any employee benefit plans or programs it may adopt
from time to time, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans and
arrangements.
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h. Additional Potential
Compensation . Nothing in this Agreement shall prohibit the
Company from awarding additional compensation to Executive if it is
determined that such compensation is warranted based on
Executive’s performance.
5. Expense
Reimbursements . During the Term of Executive’s
employment by the Company under this Agreement, the Company shall
reimburse Executive for business travel and entertainment expenses
reasonably incurred by Executive on behalf of the Company in
accordance with the Company’s procedures, as such may exist
from time to time.
6. Payments To
Executive Upon An Event Of Termination .
a. Event of
Termination. Upon the occurrence of an Event of Termination (as
herein defined) during the Executive’s term of employment
under this Agreement, the provisions of this Section 6 shall
apply. As used in this Agreement, an “Event of
Termination” shall mean and include any one or more of the
following: (i) the termination by the Company of
Executive’s full-time employment hereunder for any reason,
including, without limitation, the company’s failure to renew
this Agreement, other than a Change in Control (as defined in
Section 7.a. hereof), upon Retirement (as defined in
Section 8 hereof), death or disability (as defined in
Section 8 hereof), or for Cause (as defined in Section 9
hereof); (ii) Executive’s resignation from the
company’s employ, upon any (A) failure to elect or
reelect or to appoint or reappoint Executive as Chief Operating
Officer and/or President, (B) unless consented to by the
Executive, a material change in Executive’s function, duties,
or responsibilities, which change would cause Executive’s
position to become one of lesser responsibility, importance, or
scope from the position and attributes thereof described in
Section 2, above, (and any such material change shall be
deemed a continuing breach of this Agreement), (C) a
relocation of Executive’s principal place of employment by
more than Thirty (30) miles from its location at the effective
date of this Agreement, or a material reduction in the benefits and
perquisites to the Executive from those being provided as of the
effective date of this Agreement or (D) material breach of
this Agreement by the Company. Upon the occurrence of any event
described in clauses (A), (B), (C) or (D), above, Executive
shall have the right to elect to terminate her employment under
this Agreement by resignation upon not less than thirty
(30) days prior written notice given within a reasonable
period of time not to exceed, except in case of a continuing
breach, six (6) calendar months after the event giving rise to
said right to elect.
b. Severance Payment.
Subject to Section 9 hereof, upon the occurrence of an Event
of Termination, the Company shall be obligated to pay Executive,
or, as severance pay or liquidated damages, or both, an amount
equal to the sum of (i) twenty-four (24) months of the
Executive’s Base Salary at the time of the occurrence of the
Event of Termination plus (ii) the average of the Annual Bonus
amount for the three
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(3) prior years (or such
lesser time number of years, in the event that the Executive has
been employed by the Company for less than three (3) years).
At the election of the Executive such payment shall be made in a
lump sum or in twelve (12) equal monthly installments during
the twelve (12) months following Executive’s
termination.
c. Continuation of
Benefits. Upon the occurrence of an Event of Termination, the
Company will cause to be continued life, medical, dental and
disability coverage (to the extent available) substantially
identical to the coverage maintained by the Company for Executive
prior to her termination for the longer of (i) twenty-four
(24) months, or (ii) the Executive reaching the age of
necessary to qualify for health insurance benefits under
Medicare.
d. Vested Benefits.
Upon the occurrence of an Event of Termination, the Executive will
be entitled to receive vested benefits due her under or contributed
by the Company on her behalf pursuant to any retirement, incentive,
profit sharing, bonus, performance, disability (if coverage is
available under the company’s current policy) or other
employee benefit plans maintained by the Company on the
Executive’s behalf to the extent that such benefits are not
otherwise paid to Executive under a separate provision of this
Agreement.
e. Stock Options. Upon
the occurrence of an Event of Termination, any unexercised stock
options granted to the Executive shall immediately vest and be
immediately exercisable upon the Executive’s receipt of the
Notice of Termination relating to such Event of Termination for a
period of one hundred twenty (120) days thereafter. These
options will be exercisable through the standard means as outlined
in the Company’s option plan or through a broker exercise
notice at the Executive’s discretion. !
7. Change In
Control.
a. Change of Control.
No benefit shall be payable under this Section 7 unless there
shall have been a Change in Control of the Company as set forth
below. For purposes of this Agreement, a “Change in
Control” of the Company shall mean an event of a nature that:
(i) would be required to be reported in response to
Item 1 (a) of the current report on Form 8-K pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
(the “Exchange Act”) if the Company were (or is)
required to file reports pursuant to the Exchange Act; or
(ii) without limitation such a Change in Control shall be
deemed to have occurred at such time as (A) individuals who
constitute the Board of Directors on the date hereof (the
“Incumbent Board”) cease for any reason to constitute
at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved
by a vote of at least a majority of the directors comprising the
Incumbent Board, shall be, for purposes of this clause (A),
considered as though they were a member of the Incumbent Board; or
(B) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the Company or similar
transaction occurs in which the company is not the resulting
entity; or (C) a proxy statement shall be distributed
soliciting proxies from stockholders
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of the Company, by someone
other than the current management of the Company, seeking
stockholder approval of a plan of reorganization, merger or
consolidation of the company with one or more corporations as a
result of which the outstanding shares of the class of securities
then subject to such a plan or transaction are exchanged for or
converted into cash or property or securities not issued by the
company shall be distributed; or (D) a tender offer is
completed for 20% or more of the voting securities of the Company
then outstanding.
b. Termination Following
Change of Control. If any of the events described in
Section 7.a. hereof constituting a Change in Control have
occurred or the Board of Directors has determined that a change in
Control has occurred, Executive shall be entitled to the benefits
provided in paragraphs (c) through (f) inclusive of this
Section 7 upon her subsequent termination of employment at any
time during the term of this Agreement (regardless of whether such
termination results from her dismissal or her resignation at any
time during the term of this Agreement following any demotion, loss
of title, office or significant authority or responsibility,
reduction in the annual compensation or benefits or relocation of
her principal place of employment by more than 30 miles from its
location immediately prior to the Change in Control), unless such
termination is because of Termination for Cause.
c. Severance Payment.
Subject to Section 9 hereof, upon the occurrence of a Change
in Control, the Company shall be obligated to pay Executive, or, as
severance pay or liquidated damages, or both, an amount equal to
the sum of (i) twenty-four (24) months of the
Executive’s Base Salary at the time of the occurrence of the
Change in Control plus (ii) the average of the Annual Bonus
amount for the three (3) prior years (or such lesser time
number of years, in the event that the Executive has been employed
by the Company for less than three (3) years). At the election
of the Executive such payment shall be made in a lump sum or in
twelve (12) equal monthly installments during the twelve
(12) months following Executive’s
termination.
d. Continuation of
Benefits. Upon the occurrence of a Change in Control, the
Company will cause to be continued life, medical, dental and
disability coverage (to the extent available) substantially
identical to the coverage maintained by the Company for Executive
prior to her termination for the longer of (i) twenty-four
(24) months, or (ii) the Executive reaching the age of
necessary to qualify for health insurance benefits under
Medicare.
e. Vested Benefits.
Upon the occurrence of a Change in Control, the Executive will be
entitled to receive vested benefits due her under or contributed by
the Company on her behalf pursuant to any retirement, incentive,
profit sharing, bonus, performance, disability (if coverage is
available under the company’s current policy) or other
employee benefit plans maintained by the Company on the
Executive’s behalf to the extent that such benefits are not
otherwise paid to Executive under a separate provision of this
Agreement.
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f. Stock Options. Upon
the occurrence of a Change in Control, any unexercised stock
options granted to the Executive shall immediately vest and be
immediately exercisable upon the Executive’s receipt of the
Notice of Termination relating to such Change in Control for a
period of one hundred twenty (120) days thereafter. These
options will be exercisable through the standard means as outlined
in the Company’s option plan or through a broker exercise
notice at the Executive’s discretion.
8. Termination Upon
Retirement, Death, And Disability.
a. Retirement.
Termination by the Company of the Executive based on
“Retirement” shall mean termi
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