EMPLOYMENT
AGREEMENT
This Employment Agreement ("Agreement") is made
effective as of August 27 2008 (“Effective Date”), by
and between PureDepth Inc. (“Company”) and
Andy Wood ("Employee”).
Company extends an offer of employment to
Employee pursuant to the terms of this Agreement.
The parties agree as follows:
1.
Employment . Company hereby employs Employee, and
Employee hereby accepts employment upon the terms and conditions
set forth herein. Employee’s full-time employment
with the Company as its Chief Executive Officer (CEO) will commence
on September 8, 2008 (“Employment Date”).
2.
Duties .
2.1
Position . Employee will be the Company’s
CEO reporting to the Company’s Board of Directors
(“Board”) and shall have the duties and
responsibilities commensurate with that
position. Employee shall perform faithfully and
diligently all duties assigned to Employee. In addition,
at the first meeting of the Board on or after the date hereof, the
Company will recommend to the Board that Employee be appointed to
serve on the Company’s Board.
2.2
Full-time/Best Efforts . Employee will expend
Employee’s best efforts on behalf of Company, and will abide
by all policies and decisions made by Company, as well as all
applicable federal, state and local laws, regulations or
ordinances. In fulfilling his responsibilities to the
Company, Employee will initially be required to travel
internationally including to New Zealand. On or before
the 90th day anniversary of the Employment Date, the Employee will
provide the Company with his recommendation as to whether he should
work on a more regular basis in New Zealand. If Employee
makes such a recommendation, such assignment will be as a
secondment to work in Auckland at the offices of PureDepth
Incorporated Limited (PDIL) pursuant to the terms of a secondment
agreement between Employee and PDIL. During the period
of the secondment, if any, Employee’s employment with the
Company will continue but certain terms of this Agreement will be
suspended for the duration of the secondment as will be set forth
in the relevant secondment agreement. If Employee is
seconded as described herein, certain expenses related to housing
and other such items will be contained in the secondment
agreement.
3.
At-Will Employment Relationship
. Employee’s employment with Company is at-will
and not for any specified period and may be terminated at any time,
with or without cause or advance notice, by either Employee or
Company subject to the provisions regarding termination set forth
below in section 8. No representative of Company, other
than the Board Chair, has the authority to alter the at-will
employment relationship. Any change to the at-will
employment relationship must be by specific, written agreement
signed by Employee and the Company’s Board
Chair. Nothing in this Agreement is intended to or
should be construed to contradict, modify or alter this at-will
relationship.
4.
Compensation .
4.1
Base Salary . Beginning as of the Employment
Date, Employee shall receive a Base Salary of Two Hundred Fifty
Thousand Dollars ($250,000.) per year, payable in
accordance with the normal payroll practices of Company, less
required deductions for state and federal withholding tax, social
security and all other employment taxes and payroll
deductions. In the event Employee’s employment
under this Agreement is terminated by either party, for any reason,
Employee will earn the Base Salary prorated to the date of
termination and will be subject to the provisions regarding
termination set forth below in section 8.
4.2
Performance-Based Compensation Bonus . Employee
will be eligible to receive performance-based compensation
(“Bonus”), the criteria of such performance objectives
(the “Goals”) to be defined by Employee and the
Compensation Committee of the Board within the first month
following Employee’s commencement of
employment. Employee’s performance will be
reviewed on an on-going basis by the Board. Although
there is no minimum guaranteed bonus, Employee will be eligible to
earn an aggregate annual Bonus of up to One Hundred Twenty Five
Thousand Dollars ($125,000.), payable at the Employee’s
election in either cash, a common stock award under the
Company’s 2006 Stock Incentive Plan (the “Stock
Plan”) or a combination of both, in connection with the
achievement of the Goals. The Board shall determine, in
its sole and absolute discretion, whether the relevant Goals for a
period have been achieved and the amount and payment of a Bonus in
connection therewith. Any earned bonus will be paid on
the 45th day following the end of the most recently completed
fiscal quarter (or, if such quarter is the last quarter of the
fiscal year, on the 74th day following the end of such quarter),
subject to applicable withholding.
4.3
Options . Subject to the approval of the
Company’s Board at its next regularly scheduled meeting on
September 24 2008, Employee will be granted an option to purchase
3,400,000 shares of Company common stock (the “Option”)
under the Company’s Stock Plan. The Option will
vest monthly over a four year period with the measuring period
beginning on the Employment Date so long as Employee continues to
be employed by the Company or any of its
subsidiaries. The exercise price of the Option granted
will be the closing price of the Company’s common stock on
the date of grant as reported by the OTC Bulletin Board.
5.
Customary Fringe Benefits . Employee will be
eligible for all customary and usual fringe benefits generally
available to employees of Company subject to the terms and
conditions of Company’s benefit plan documents and
policies. In addition, Employee shall be entitled to
accrue four (4) weeks of paid vacation on an annual basis, subject
to the Company’s vacation policy. The Company
reserves the right to change or eliminate the fringe benefits on a
prospective basis, at any time, effective upon notice to
Employee.
6.
Business Expenses . Employee will be reimbursed
for all reasonable, out-of-pocket business expenses incurred in the
performance of Employee’s duties on behalf of Company
including but not limited to business travel expenses incurred in
the performance of work duties. To obtain reimbursement,
expenses must be submitted promptly with appropriate supporting
documentation in accordance with Company’s
policies. Any reimbursement Employee is entitled to
receive shall (a) be paid no later than the last day of
Employee’s tax year following the tax year in which the
expense was incurred, (b) not be affected by any other expenses
that are eligible for reimbursement in any tax year and (c) not be
subject to liquidation or exchange for another benefit.
7.
No Conflict of Interest . During Employee’s employment
with Company, Employee must not engage in any work, paid or unpaid,
that creates an actual conflict of interest with
Company. Such work shall include, but is not limited to,
directly or indirectly competing with Company in any way, or acting
as an officer, director, employee, consultant, stockholder,
volunteer, lender, or agent of any business enterprise of the same
nature as, or which is in direct competition with, the business in
which Company is now engaged or in which Company becomes engaged
during Employee’s employment with Company, as may be
determined by Company in its sole discretion. If Company
believes such a conflict exists, Company may ask Employee to choose
to discontinue the other work or resign employment with
Company. Notwithstanding the above, Employee may
continue to serve on the boards of directors of two entities on
which he currently serves so long as such service does not
interfere with Employee’s duties to the Company.
8.
Termination of Employment.
8.1
Death . If Employee’s employment with the
Company terminates by reason of Employee’s death, the Company
will pay to Employee’s estate the amount of any unpaid Base
Salary plus any unused, accrued vacation earned by Employee through
the date of Employee’s death.
8.2
Disability . If the Company or Employee
terminates Employee’s employment by reason of
Employee’s disability, Employee shall be entitled to Base
Salary plus any unused, accrued vacation earned by Employee through
the date of Employee’s termination. For purposes
of this Agreement, disability shall mean the Employee’s
failure to perform the essential functions of Employee’s
position for 30 days, with or without reasonable accommodation, due
to a mental or physical disability.
8.3
Termination by the Company for Cause or Voluntary Termination by
Employee . If the Company terminates
Employee’s employment for Cause (as defined in Section 8.6
below), or Employee voluntarily terminates Employee’s
employment, then Employee shall be entitled to Base Salary plus any
unused, accrued vacation earned by Employee through the date of
Employee’s termination.
8.4
Termination by the Company Without Cause. If
Employee’s employment is terminated by the Company Without
Cause (as defined in Section 8.6 below) and the Employee executes a
full general release in a form reasonably acceptable to the Board,
releasing all claims, known or unknown, that Employee may have
against Company and any of its subsidiaries or agents and such
release has become effective in accordance with its terms prior to
the 30th day following the effective date of such termination,
then, the Company shall pay to Employee, in accordance with the
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