Exhibit 10.2
EMPLOYMENT AGREEMENT
This Agreement, made and entered
into effective the 18 th day of October, 2006, by and
between Gerald D. Rice, an individual residing at 6413 Josephine
Avenue, Edina, MN 55439 (“Employee”), and BioDrain
Medical Incorporated, 699 Minnetonka Highlands Lane, Orono, MN
55356-9728, a Minnesota corporation
(“Company”).
WITNESSETH:
WHEREAS,
the Company desires to employ the
Employee to render services for the Company as its Chief Financial
Officer (CFO) and Secretary on the terms and conditions hereinafter
set forth, and the Employee desires to be employed by the Company
on such terms and conditions;
NOW,
THEREFORE , in
consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereby agree as
follows:
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1.
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Employment.
The Company agrees to employ the
Employee for a period of four (4) years from the date of this
Agreement unless Employee violates the terms set forth in Paragraph
7: Termination for Cause or the Employee voluntarily resigns. The
term is automatically renewable annually except by action of the
Board of Directors.
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2.
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Duties.
The Employee will hold the title of
CFO and Secretary and shall report to the President of the Company.
The general, scope of the Employee’s duties shall
include:
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a.
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Exhibit A
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The Employee’s duties may
be modified from time to time by the President and/or Board of
Directors as they deem to be in the best interest of the Company,
provided that the Employee’s duties shall be commensurate
with those of a senior executive of the Company.
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3.
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Extent of Services.
The Employee shall devote his full
attention, energy and skills to the business of the Company and use
his best efforts to fully and competently perform the duties of his
office.
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4.
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Compensation.
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Base Salary.
$110,000 per year Initial payment
will be monthly and will be according to the Company’s salary
schedule, which will begin as funds become available, but not later
than when cumulative new funding has reached a minimum of $250,000.
Annual reviews will determine future salary and bonus amounts, as a
part of Company compensation procedures.
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•
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Bonus. The Employee will be eligible for participation
in the Company’s bonus plan when completed and approved by
the Board of Directors and the Compensation Committee.
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b.
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Executive
Compensation. The
Employee will be eligible for executive compensation such as stock,
stock options, deferred compensation, life insurance, etc., as
approved by the
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1
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Board of Directors and the
Compensation Committee when such executive compensation plan is
completed.
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a.
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Automobile.
The Company shall reimburse the
Employee for deductible automobile mileage or auto allowance
according to its Expense Reporting Procedures.
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b.
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Business Expense.
The Company will reimburse the
Employee for all reasonable, deductible and substantiated business
expenses per its Expense Reporting Procedures. This includes, but
is not limited to such, expenses, as telephone, cell phone, home
office, business meetings, etc.
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c.
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Benefits.
The Employee will be eligible for
the Company’s benefits package and executive benefits listed
in Paragraph 4.c. which will be implemented as funds become
available and upon development and approval by the Compensation
Committee.
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d.
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Vacation.
The Employee will receive a minimum
of three weeks’ vacation per year or as per the executive
vacation plan when written, whichever is greater.
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e.
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Education.
The Company will support the
Employee in his pursuit of continuing education provided sufficient
cash flows support tuition reimbursement and he meets the
conditions and terms of the tuition reimbursement guidelines as
outlined in the Employee Manual when written
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6.
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Board of Directors
Membership. The Employee
will continue his membership on the Board of Directors of the
Company.
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7.
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Termination for Cause;
Voluntary Resignation. The Company may terminate this Agreement for
“cause” as defined hereinafter at any time during the
term of the Employee’s employment, and the Employee may
voluntarily resign from his employment with the Company at any
time. For this purpose, the term “cause” shall mean any
of the following:
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a.
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the continued noncompliance by
the Employee with the Company’s directors’ written
instructions, directives or regulations, after fifteen (15)
days’ written notice of such noncompliance from the Company;
a breach by the Employee of any material term of this Agreement,
which breach is not cured within seven (7) days of written notice
thereof from the Company; unsatisfactory performance of employment
duties, obligations and work and production standards that is not
corrected within thirty (30) days after written notice of such
unsatisfactory performance from the Company, or such longer period
as specified in such notice;
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b.
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malfeasance, misfeasance,
o
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