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Exhibit 10.01 EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 2nd day of
September, 2008 between Aduromed Industries, Inc., a Delaware
corporation (“ADRM"), Aduromed Corporation, a Delaware
corporation (“Aduromed", and together with ADRM, the
“Companies”) and Scott Grisanti (the "Executive" or
"Employee"), an individual residing at 1554 Anderson Ave Unit E,
Fort Lee, NJ 07024-2716.
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 President and Chief Executive
Officer of the Companies. In such capacity, the Executive shall at
all times during the term of his employment hereunder have the
title of President and Chief Executive 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 Chief Executive
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.
Executive shall have full power, responsibility and authority to
manage the businesses in the ordinary course of both the Companies
and its various subsidiaries, if any as provided by the Board of
Directors, including but not limited to,
(i) hiring, terminating and setting the compensation (including
fringe benefits) for employees of, consultants and agents for the
Companies , provided, however, that in no case
shall an employment contract set a term of greater than one (1)
year nor provide for salary and bonus in excess of $200,000 per
year without first receiving the approval of the Board of Directors
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 2nd day of September,
2008, and shall continue in full force and effect until the
Company's close of business on September 2nd, 2011. At the
expiration of the original term of this Agreement on September 2nd,
2011, 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 Three Hundred Thousand Dollars
($300,000.00) 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
sixty percent (60%) 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 $800 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, and
(iv) such other perquisites as are normal and customary for
executives similarly situated which contribute to the
Executive’s performance of his responsibilities and (v) 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,
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