Exhibit 10.03
AMENDED EMPLOYMENT
AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT (the
"Agreement") is made as of the 4th day of August, 2008 between
Aduromed Industries, Inc., a Delaware corporation (“ADRM"),
Aduromed Corporation, a Delaware corporation (“Aduromed", and
together with ADRM, the “Companies”) and Kevin T.
Dunphy (the "Executive" or "Employee"), an individual residing at 2
Limekiln Court, Bethel CT 06801.
WITNESSETH THAT:
WHEREAS, the Executive has extensive and
valuable experience in the business of the Companies;
and
WHEREAS, the Companies desire to employ the
Executive, giving him full executive powers, and the Executive
desires so to be employed by the Companies;
NOW, THEREFORE, in consideration of the premises
and mutual covenants herein contained, the Companies and the
Executive hereby agree as follows:
1.
Employment.
The Companies shall, and do hereby, employ the
Executive, and the Executive shall, and does hereby accept
employment from the Companies in the capacity of the Treasurer and
Chief Financial Officer of the Companies. In such capacity, the
Executive shall at all times during the term of his employment
hereunder have the title of Treasurer and Chief Financial Officer;
and shall
(i) devote during normal business hours his full
attention, knowledge, experience, skills and best endeavors to the
business and affairs of the Companies,
(ii) perform services and discharge duties set
forth herein and generally associated with the position of the
Treasurer and Chief Financial Officer in a trustworthy manner
and
(iii) perform all duties consistent with (a)
policies established from time to time by the Companies and (b) all
applicable legal requirements.
2.
Authority.
Employee shall have the responsibility and
authority to manage the financial affairs in the ordinary course of
the Companies, including, but not limited to,
(i) subject to approval by the Chief Executive
Officer of the Companies, the hiring and terminating of employees
relating to the financial affairs of the Companies; and
(ii) performing all other functions necessary to
provide for the continued operation in the ordinary course of the
Companies as shall from time to time be established.
3.
Term.
Subject to the provisions for termination herein
provided, the term of this Agreement shall commence as of the 4th
day of August, 2008, and shall continue in full force and effect
until the Company's close of business on August 4th, 2009. At the
expiration of the original term of this Agreement on August 4th,
2009, and upon each anniversary thereafter, the Term of this
Agreement shall be deemed renewed and extended for successive
one-year periods, provided that neither party, within ninety (90)
days prior to such expiration date or any anniversary thereof,
shall have given written notice to the other that this Agreement
shall not be renewed or extended. (Such term, including all
renewals and extensions, herein called the "Term".)
4.
Compensation.
The Company shall compensate the Employee during
the Term of this Agreement as follows:
(a) Base Salary. The Employee shall be paid a
base salary ("Base Salary") of not less than One Hundred Seventy
Five Thousand Dollars ($175,000.00) per year in installments
consistent with the Companies’ usual practices.
(b) Performance Bonus. The Employee shall be
entitled to an annual cash bonus ( the "Bonus") based upon the
Companies’ attainment of reasonable financial objectives to
be determined annually by the Board. The maximum annual Bonus shall
not exceed twenty-five percent (25%) of the applicable year's
ending Base Salary and shall be payable only in the event the Board
determines, in its sole and exclusive discretion, that the
particular year's financial and set objectives have been met. The
timing for payment of any such Bonus shall be in accordance with
the Companies’ bonus plan, if any shall have been established
by the Board, but in any event not later than seventy-five (75)
days following the close of the particular fiscal year.
(c) Withholding. All compensation payable to the
Executive hereunder shall be subject to withholding, as required by
law.
5.
Benefits.
(a) Generally. The Executive shall be eligible
to participate in any employee benefit or welfare plan, including
any life, accident, medical, and disability insurance, retirement
or pension plan or program maintained or which shall be maintained
from time to time during the Term by the Companies for its
employees or executive employees and their immediate families, on
the same basis and subject to the same requirements and limitations
as are or shall be applicable to other employees or executive
employees of the Companies.
(b) Perquisites. The Executive shall be provided
with (i) a car allowance of $600 per month (ii) a cellular phone
and the Companies shall pay all monthly fees and charges, (iii)
computer equipment, dedicated phone/fax line and fax/copying and
scanning equipment at Employee's residence and the Companies shall
pay or reimburse him for all installation and carrying charges
associated therewith, (iv) continuing with the payment of a life
insurance policy, disability insurance and long-term care insurance
(v) such other perquisites as are normal and customary for
executives similarly situated which contribute to the
Executive’s performance of his responsibilities and (vi)
other perquisites that from time to time may be established by the
Companies and its Board of Directors.
6.
Vacation.
Executive shall be entitled to four (4) weeks'
vacation each year during the Term of this Agreement, and any
renewal or extension thereof, to be taken at times not inconvenient
to the Companies.
7.
Expenses.
The Companies shall reimburse the Executive for
all reasonable business expenditures made by him in connection
with, or in furtherance of, his employment hereunder, upon
presentation and approval of itemized expense statements, receipts
or vouchers or such other supporting information as may from time
to time be reasonably requested by the Companies. Air travel by
Executive shall be in "business class” and shall include the
providing of a designated airline travel club where the executive
can make use of such facilities to conduct business in a
professional environment while traveling.
8.
Confidentiality.
During the Term of his employment, and at all
times thereafter, the Employee shall not, without the prior written
consent of the Companies, divulge to any third party or use for his
own benefit or the benefit of any third party or for any purpose
other than the exclusive benefit of the Companies, any confidential
or proprietary business or technical information revealed, obtained
or developed in the course of his employment with the Companies and
which is otherwise the property of the Companies or any of its
affiliated corporations, including, but not limited to, trade
secrets, customer lists, formulae and processes of manufacture;
provided, however, that nothing herein contained shall restrict the
Employee's ability to make such disclosures during the course of
his employment as may be necessary or appropriate to the effective
and efficient discharge of his duties to the Companies.
9. Proprietary
Intellectual Property.
The Employee shall treat as for the sole benefit
of the Companies and fully and promptly disclose and assign to it
without additional compensation, all proprietary intellectual
property, including, without limitation, all ideas, discoveries,
inventions and improvements, patentable or not, as well as all
formulae, processes, know-how, patent rights and letters patent
therefor filed in the United States and all other countries, and
any and all rights and interests in, to and under the same, made,
conceived, acquired, reduced to practice, or otherwise possessed,
during the term of his employment by the Companies, alone or with
other employees, during or after usual working hours either on or
off the job, and which are related to the Companies’
business. In addition, the Employee agrees that, upon request, he
will promptly make all disclosures, execute all instruments and
papers, and perform all acts whatsoever necessary or desired by the
Companies to vest in and assign to the Companies, their successors,
assigns and nominees, fully and completely, all rights created or
contemplated by this SECTION 9 and which may be necessary or
desirable to enable the Companies, their successors, assigns and
nominees to secure and enjoy the full benefits and advantages
thereof, including any and all applications, writings or other
documents, as may be necessary to apply for and obtain any patent,
copyright or trademark registration by the Companies or any
assignment thereof. Employee shall at all times cooperate with and
assist the Companies in preserving and enforcing the aforesaid
rights which assistance and cooperation shall include but not be
limited to providing the Companies with all information and
documents necessary to prosecute and defend such rights. The
covenants made by the Employee under the terms of this SECTION 9
shall be enforceable by the Companies for so long as employee shall
be employed by, or a consultant to, the Companies and for twelve
(12) months immediately thereafter unless, during the term of this
Agreement, he shall have been terminated without cause.
10.
Property.
Both during the Term of his employment and
thereafter, the Employee shall not remove from the Companies’
offices or premises any of the Companies’ documents, records,
notebooks, files, correspondence, reports, memoranda and similar
materials or property of any kind unless necessary in accordance
with the duties and responsibilities of his employment. In the
event that any such material or property is removed, it shall be
returned as promptly as possible. The Employee shall not make,
retain, remove or distribute any copies, or divulge to any third
person the nature or contents of any of the foregoing or of any
other oral or written information to which he may have access,
except as disclosure shall be necessary in the performance of his
duties. On the termination of his employment with the Companies,
the Employee shall leave with or return to the Companies all
originals and copies of the foregoing then in his possession or
subject to his control, whether prepared by the Employee or by
others.
11. Termination
By Companies.
(a) Termination for Cause. The employment of the
Employee may be terminated for Cause at any time by the vote of a
majority of the Board; provided, however, that before the Companies
may terminate the Employee's employment for Cause for any reason
that is susceptible to cure, the Companies shall first send the
Employee written notice of its intention to terminate this
Agreement for Cause, specifying in such notice the reasons for such
Cause and those conditions that, if satisfied by the Employee,
would cure the reasons for such Cause, and the Employee shall have
30 days from receipt of such written notice to satisfy such
conditions. If such conditions are satisfied within such 30-day
period, the Companies shall so advise the Employee in writing. If
such conditions are not satisfied within such 30-day period, the
Companies may thereafter terminate this Agreement for Cause on
written Notice of Termination (as defined in SECTION 13(a))
delivered to the Employee describing with specificity the grounds
for termination. Immediately on termination pursuant to this
SECTION 11(A), the Companies shall pay to the Employee in a lump
sum any remaining unpaid Base Salary under SECTION 4(A) to the Date
of Termination (as defined in SECTION 13(B)) and the Employee shall
forfeit any Base Salary attributable to any period subsequent to
the Date of Termination. On termination pursuant to this SECTION
11(A), the Employee shall forfeit (i) his Bonus under SECTION 4(B)
for the year in which such termination occurs, and (ii) all
unvested Options and other options, warrants and rights relating to
capital stock of the Companies, except those issued prior to the
date of this Agreement. For purposes of this Agreement, Cause shall
mean: (1) a material breach of any of the terms of this Agreement
that is not immediately corrected following written notice of
default specifying such
