Exhibit 10.19 EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT (“Agreement”) is effective as of
October 1, 2006, between Material Technologies, Inc., a Delaware
corporation (“Company”), and Robert M. Bernstein, an
individual (“Employee”).
RECITALS
WHEREAS,
each party desires to memorialize in writing, the terms and
conditions of Employee’s employment as set forth in this
Agreement.
NOW,
THEREFORE, the parties agree as follows:
1. Employment.
Except
as otherwise provided in Section 8, Company hereby agrees and
promises to employ Employee for a period of three (3) years
commencing October 1, 2006, and ending September 30, 2009
(“Term”), and Employee hereby accepts and agrees to
said employment on the terms and conditions set forth herein. This
Agreement shall be renewed automatically for succeeding terms of
one (1) year each, unless either party gives notice to the other at
least ninety (90) days prior to the expiration of any term of his
or its intention not to renew. These dates shall be
calendared.
2. Position.
2.1.
General Duties. During the term of his employment hereunder,
Employee shall be employed as Chief Executive Officer, President
and Chairman of the Board. Employee shall devote such
time and services to Company as is reasonably necessary to perform
the duties of his position pursuant to this Agreement, with
fidelity, to the best of his ability, and in the best interest of
Company.
2.2.
Matters Requiring Consent of the Board of Directors. In his
position as Chief Executive Officer, etc., Employee shall not,
without specific written approval of the Company’s Board of
Directors, do or contract to do any of the following:
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(1)
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Bind the Company to a liquidation event, such as liquidation,
dissolution or winding up of the Company, whether voluntary or
involuntary;
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(2)
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Bind the Company to a sale of all or substantially all of the
assets of the Company;
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(3)
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Bind the Company to a transaction that would result in a change
of the control of the Company
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3. Compensation.
3.1
Base Salary. During the term of this Agreement, Company
agrees to pay Employee a Base Salary of $250,000 per year.
The Base Salary shall be payable as current salary, in
semi-monthly installments subject to all applicable withholdings
and deductions. Any increases in the Base Salary will be at
the sole discretion of the Company’s Board of
Directors.
4. Additional
Benefits.
During
the employment term, Employee shall be entitled to receive all
other benefits of employment generally available to Chief Executive
Officers with similar companies, including medical, dental, life
and disability insurance benefits, and participation in
Company’s pension plan and profit-sharing plan.
Employee
shall be entitled to an aggregate of four (4) weeks vacation during
each calendar year of the Term hereof. Vacation days may be
accumulated and shall not be lost if not used prior to the end of
any calendar year. Vacation days shall be prorated for
partial calendar years.
Employee
shall be entitled to such holidays as are established by Company
for all employees.
Company
reserves the right to modify, suspend or discontinue any and all of
the above benefit plans, policies, and practices at any time
without notice to or recourse by Employee, so long as such action
is taken generally with respect to other similarly situated persons
and does not single out Employee.
5. Expense
Reimbursement.
During
the Term, to the extent that such expenditures satisfy the criteria
under the Internal Revenue Code for deductibility by Company
(whether or not fully deductible) for federal income tax purposes
as ordinary and necessary business expenses, Company shall
reimburse Employee promptly for reasonable business expenses,
including travel, entertainment, parking, business meetings, and
professional dues, made and substantiated in accordance with the
policies and procedures established from time to time by Company
with respect to Company’s other executive and managerial
employees.
6. Termination
of Employment.
6.1
For Cause Termination of Agreement. Company may terminate
this Agreement at any time without notice if Employee commits any
material act of dishonesty, discloses Confidential Information, (as
defined in Paragraph 7.2) is guilty of gross carelessness or gross
misconduct, engages in unfair competition (as defined in Paragraph
7.1), or unjustifiably and materially neglects his duties under
this Agreement.
6.2
Disability Defined. Employee shall be considered
“disabled” under this Agreement on the date Company
determines (“Determination Date”) that Employee is
unable to 2
substantially perform his duties under this
Agreement by reason of one or more physical or mental impairments
which the Company has reasonable cause to expect to: (i) result in
death or permanent mental or physical incapacitation within twelve
(12) months; or (ii) last for a continuous period of nine (9)
months.
6.3
Termination Date. The date Employee’s employment
hereunder is deemed terminated shall hereinafter be referred to as
the “Termination Date”. Upon the Termination
Date, all obligations of Company under this Agreement shall
immediately terminate, and Company shall have no further liability
to Employee under this Agreement, except for any accrued but unpaid
obligations hereunder. The Termination Date shall be
determined as follows:
6.3.1
Employee’s employment shall be deemed terminated immediately
upon the date of the event permitting the Company to terminate the
Employee for cause as defined in Section 6.1 above.
6.3.2
Employee’s employment shall be deemed terminated immediately
upon Employee’s death; in such case, the Termination Date
shall be the date of death.
6.3.3
In the event of Employee’s Disability, the Termination Date
shall be the date Company gives written notice to Employee of its
election to terminate Employee’s employment in accordance
with the notice provisions of Paragraph 8 herein.
6.3.4
In the event Company elects to terminate Employee’s
employment, except for cause under Section 6.3.1 (in which case
termination is immediate), it shall give Employee written notice of
its election to terminate such employment in accordance with
Paragraph 8 herein. The Termination Date in such case shall
be deemed to be thirty (30) days following the date Employee is
deemed to have received notice in accordance with the provisions of
Paragraph 8 herein.
6.3.5
In the event Employee elects to terminate his employment, he shall
give Company written notice of his election to terminate such
employment in accordance with Paragraph 8 herein. The
Termination Date in such case shall be deemed to be thirty (30)
days following the date Company is deemed to have received notice
in accordance with the provisions of Paragraph 8 herein.
6.3.6
If not otherwise terminated in accordance with the terms contained
herein, the Termination Date shall be September 29, 2009, unless
renewed in accordance with this Agreement.
6.4
Pro-rations. Any Base Compensation payable to Employee
hereunder shall be prorated through the Termination Date.
Bonuses, if any, shall be prorated through the Termination Date.
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6.5
Severance Payment/Options.
6.5.1
If the Termination Date is determined pursuant to Paragraph
6.3.1, or 6.3.5: (i) Employee shall not be entitled to
receive any Severance Payment, as hereinafter defined. If the
Termination Date is determined pursuant to Paragraph 6.3.2, 6.3.3,
or 6.3.4 Employee, or his estate if he is deceased shall be
entitled to receive a severance payment equal to one (1) full year
of Employee’s Base Compensation as of that Termination Date
(the “Severance Payment”), said payments to be made in
accordance with the normal payroll cycle of Company and subject to
any required tax withholdings and deductions
7. Restrictive
Covenants.
7.1 Nondisclosure
of Confidential Information. Company has and will continue to
develop, compile, and own certain Confidential Information (as
defined below) that has a great value in and to its business.
Employee has and will continue to have access to Confidential
Information of Company’s clients. Clients shall mean
any persons or entities for whom Company performs services or from
whom Company obtains information. Employee and Company
acknowledge and agree that in the course o
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