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Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of December 1, 2008,
by
and between Westbridge Research Group, a California corporation
(the "Company"),
and Christine Koenemann, an individual ("Executive"), with
reference to the
following facts:
A. Executive currently serves as President, Secretary and Chief
Financial Officer of Company.
B. Company and Executive desire to continue the employment of
Executive
as President, Secretary and Chief Financial Officer of Company for
a term of
years and on certain other terms as stated herein.
NOW, THEREFORE, in consideration of the foregoing facts and the
mutual
agreements set forth below, the parties agree as follows:
1. EMPLOYMENT; TERM. Company hereby employs Executive, and
Executive
hereby accepts employment as President, Secretary and Chief
Financial Officer of
the Company, for a period commencing December 1, 2008 and ending
November 30,
2011 (the "Term of Employment"). Executive also will serve in the
same capacity
for Westbridge Agricultural Products at no additional
consideration.
2.
DUTIES
2.1 Executive's duties shall include the responsibilities of
the President, Secretary and Chief Financial Officer of Company
and, subject to
control of the Board of Directors, to generally supervise, direct
and control
the business of Company. Executive shall also have the general
powers and duties
of management usually vested in the office of the President,
Secretary and Chief
Financial Officer of a corporation and shall have such other
similar powers and
duties as from time to time may be prescribed by the Board of
Directors or the
Bylaws.
2.2 Executive shall devote substantially all of her productive
time and her best efforts, knowledge, and skill to the operation,
promotion, and
advancement of Company's business, and to the proper and efficient
discharge of
her duties as described herein. Executive further covenants and
agrees that she
will not, directly or indirectly, engage or participate in any
activities at any
time during the term of her employment in conflict with the best
interest of
Company.
2.3 During the term of this Agreement, Executive will not
directly compete with the Company's business, whether alone, as a
partner, or as
an officer, director, executive, or shareholder of any other
corporation, or as
a trustee, a fiduciary, or other representative of any other entity
which is in
direct competition with the Company.
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3.
COMPENSATION
3.1 SALARY AND BENEFITS. Company shall pay Executive a salary
of $135,000 per annum ("Base Salary"), which shall be payable in
the intervals
consistent with the Company's normal payroll schedules. The Base
Salary will be
reviewed annually by the Board of Directors or the Board's
Compensation
Committee, but in no event may the Base Salary be reduced by more
than ten
percent (10%) in any year without the written agreement of
Executive.
3.2 BONUS.
See EXHIBIT "A".
3.3 OPTIONS.
See EXHIBIT "B".
3.4 TAXES. All compensation will be subject to the customary
withholding tax and other employment taxes as required with respect
to
compensation paid by an employer to an Executive.
4.
BENEFITS
4.1 Executive shall be entitled to normal executive medical,
dental, long-term disability, and life insurance as the Company may
have in
place from time to time. The Company will pay for the medical and
dental
insurance coverage of Executive's dependents if such payment is in
accordance
with Company's policy.
4.2 Executive shall be entitled to such vacation and personal
leave time as permitted by the Company pursuant to its policies.
The timing and
duration of any vacation shall be subject to the prior written
notice to the
Board of Directors.
4.3 Executive shall be eligible to participate in and be
covered by any pension, insurance, reimbursement, supplemental
disability, and
other plans maintained by the Company from time to time.
4.4 The Company shall pay on Executive's behalf or reimburse
Executive for reasonable expenses incurred in connection with her
employment
including any business travel, dues, cost of attending industry
conventions,
meetings, and entertainment expenses for entertainment aiding the
development of
the Company. Executive agrees to submit receipts and other
documentation to
support the above expenses as a condition of reimbursement
therefore.
4.5 If this Agreement is terminated other than by the death of
Executive, Executive shall have the right to assume the key-person
insurance
policy that the Company has in place, if any.
4.6 During the term of this Agreement, the Company shall
reimburse Executive an amount of up to $2,500 for legal expenses
and other
expenses incurred by Executive in her estate planning.
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5.
TERMINATION
5.1 Executive may voluntarily terminate her employment upon
giving to Company not less than one hundred twenty (120) days
written notice of
Executive's intention to do so.
5.2 This Agreement shall terminate upon the earlier of date of
death, the date when Executive becomes "completely disabled" as
that term is
defined in Section 6 below, the expiration of the Term of
Employment, or as
otherwise permitted by law. In the event of death or disability,
the Company
shall continue Executive's salary for six (6) months from the date
of death or
complete disability. In the event of complete disability, the
amount of salary
continuation shall be reduced by the amount of any disability
payments made to
Executive under the Company's insurance policy. In addition, any
stock options
granted to Executive prior to death or complete disability which
would normally
vest during the twelve (12) months following such death or
disability shall vest
and may be exercised in accordance with the term of the
options.
5.3 The Company may terminate this Agreement for cause during
the Term of Employment by written notice given to Executive,
effective
immediately or any later date specified by Company, in any of the
following
events:
(a) conviction in a court of competent jurisdiction
regarding any violation of law or regulation by Executive which
affects
adversely the ability of Executive to perform her duties,
obligations and
responsibilities herein or the good name, goodwill or reputation of
Company,
(b) the failure of Executive to carry out the
reasonable directions of Company's Board of Directors, or
(c) for any reason specified in California Labor Code
Section 2924, a copy of which is attached hereto as EXHIBIT
"C".
There shall be no severance pay in the event of
termination for cause.
6. DEATH OF DISABILITY DURING TERM OF EMPLOYMENT. The term
"completely
disabled" as used herein shall mean the inability of the Executive
to perform
her duties hereunder for the reason that she has become permanently
disabled
within the meaning of any policy of di
