EXHIBIT 10.2
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT ("Agreement")
dated as of October 22, 2008 (the
"Effective Date") is made by and between WorldWater & Solar
Technologies Corp.
(the "Company") and James Vittor ("Employee").
WITNESSETH
WHEREAS, the Company presently employs
Employee as the Company's Corporate
Controller and Chief Accounting Officer; and
WHEREAS, Employee is not currently subject
to any employment agreement with
the Company; and
WHEREAS, the Company is desirous of
continuing to have Employee continue to
serve as the Company's Corporate Controller and Chief Accounting
Officer on the
terms and conditions, and for the consideration, hereinafter set
forth and
Employee is desirous of continuing in the employ of the Company on
such terms
and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants and
obligations contained herein, and intending to be legally bound,
the Company and
Employee agree as follows:
1.
Employment. The Company hereby agrees to employ Employee,
and
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Employee hereby accepts such employment, on the terms and
conditions hereinafter
set forth.
2. Term. The
term of this Agreement (as extended from time to time
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pursuant to this Paragraph, the "Term") shall commence on the
Effective Date,
and, unless otherwise terminated as hereinafter provided, shall
continue for a
period of two years. Thereafter, this Agreement shall
automatically continue
for successive one-year periods, unless either party gives written
notice to the
other of its intent to terminate this Agreement not less than sixty
(60) days
prior to the commencement of any such one-year renewal
period. The Agreement
shall terminate as of the earlier of (i) the termination of
Employee's
employment with the Company as provided herein or (ii) the
expiration of the
Term.
3. Position and
Duties. Employee shall continue to serve as an
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employee of the Company with the title of Corporate Controller and
Chief
Accounting Officer. Employee shall report directly to the
Company's Chief
Executive Officer until such time as the Company employs a Chief
Financial
Officer, at which time Employee shall report directly to the
Company's Chief
Financial Officer. Employee shall perform such duties and
responsibilities as
may be assigned to him from time to time by the Company's Chief
Executive
Officer or his designee. Employee shall perform all
duties and exercise all
authority in accordance with, and otherwise comply with, all
Company policies,
procedures, practices and directions.
4. Other
Interests. Employee's employment by the Company shall be
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full-time and exclusive. Employee agrees that he will devote all of
his business
time and attention, his best efforts, and all his skill and ability
to promote
the interests of the Company. During his employment, Employee shall
not engage
in any other business activities of any nature whatsoever
(including board
memberships) for which he receives compensation without the
Company's prior
written consent. Notwithstanding the foregoing and provided that
the same shall
not otherwise constitute a breach of Employee's obligations or
covenants
hereunder or impair or materially interfere with the performance of
Employee's
responsibilities hereunder, Employee shall be free to engage in
other civic,
political, social and professional activities, perform speaking
engagements, and
manage his personal passive investments, provided that such
activities are not
rendered for a company which transacts business with the Company or
engages in
business competitive with that conducted by the Company (or, if
such company
does transact business with the Company or does engage in a
competitive
business, it is a publicly-held corporation and Employee owns less
than one
percent of its outstanding shares).
5. Compensation/Benefits. During the
Term of this Agreement the Company
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shall pay and provide Employee the following:
(a) Base
Salary. Employee shall be paid an annualized base salary
of
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$125,000, which amount may be increased from time to time in the
discretion of
the Company (the "BASE SALARY"), payable in accordance with the
regular payroll
practices of the Company (but no less frequently than
monthly). Employee's Base
Salary shall be reviewed in accordance with the Company's policies,
procedures
and practices as they may exist from time to time.
(b) Annual
Bonus. Employee shall be eligible to receive an annual
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bonus with respect to each calendar year, starting with the
calendar year that
includes the Effective Date. The amount of such bonus, if
any, shall be
established by the Company's Chief Executive Officer, the Company's
board of
directors or a committee established by the Company's board of
directors in
their sole discretion. Provided Employee has been employed
for no less than six
months in a calendar year, the annual bonus shall be prorated on a
per diem
basis using the actual number of days worked by Employee in such
calendar year
as a basis. Any such bonus shall be paid to Employee in a single
lump sum
between January 1 and February 15 of the calendar year immediately
following the
calendar year to which the bonus relates.
(c) Health and
Welfare Plans. Employee shall be entitled to
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participate in all employee health and welfare plans and programs
made available
generally to the Company's employees as such plans or programs may
be in effect
from time to time, including, without limitation, qualified and
non-qualified
pension, profit sharing, savings and other retirement plans or
programs,
medical, dental, hospitalization, short-term and long-term
disability and life
insurance plans, accidental death and dismemberment protection, and
any other
pension or retirement plans or programs and any other employee
welfare benefit
plans or programs that may be sponsored by the Company from time to
time,
including any plans that supplement the above-listed types of plans
or programs,
whether funded or unfunded. Employee's participation in any
of the foregoing
plans or programs shall be in accordance with the terms and
conditions thereof,
and such terms and conditions shall govern in the case of any
conflict between
such terms and conditions and the terms and conditions of this
Agreement.
Nothing in this Agreement shall require the Company to create,
continue or
refrain from amending, modifying, revising or revoking any of the
Company's
health and welfare plans and programs. Any amendments,
modifications, revisions
and revocations of such health and welfare plans and programs shall
apply to
Employee.
(d)
Expenses. The Company shall reimburse Employee for all
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reasonable and accountable business expenses in accordance with the
applicable
policies and procedures of the Company then in force.
(e) Vacation.
Employee shall be entitled to three weeks of annual
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paid vacation. Up to fifteen (15) unused vacation days accrued in a
calendar
year may be used in the immediately subsequent calendar year.
6. Termination
Prior to the Expiration of the Term. Employee's
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employment hereunder may be terminated prior to the expiration of
the Term as
follows:
(a) As a Result of
Employee's Death. Employee's employment shall
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terminate automatically upon Employee's death.
(b) By the Company
for Cause. Employee's employment may be terminated
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by the Company at any time during the Term for Cause. For purposes
of this
Agreement, "Cause" shall mean: (i) Employee's conviction of, or the
entry of a
plea of guilty or nolo contendere by Employee to, a felony or crime
of moral
turpitude, dishonesty or fraud; (ii) Employee's willful failure or
refusal to
comply with the Company's lawful directives or to render the
services required
herein; (iii) fraud or embezzlement involving assets of the
Company; (iv)
Employee's material breach of any obligations contained in this
Agreement; (v)
Employee's engaging in misconduct that is materially injurious to
the Company;
(vi) Employee's material breach of any fiduciary obligations owed
to the
Company; or (vii) Employee's willful and material breach of the
Company's
policies, which policies are made known to Employee prior to such
breach.
(c) By the Company
Without Cause. Subject to Paragraph 7 hereof,
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Employee's employment may be terminated by the Company during the
Term without
Cause upon thirty (30) days prior written notice to Employee. If
Employee's
position and duties with the Company are relocated by the Company
to a location
greater than 50 miles from Ewing, New Jersey, Employee may elect to
decline an
offer to relocate and, in such event, Employee's employment with
the Company
will be considered terminated without Cause. If Employee is
required to travel
to a location greater than 50 miles from Ewing, New Jersey for more
than 45 days
in any 90 day period, Employee may terminate his employment and
Employee's
employment with the Company will be considered terminated without
Cause.
(d) By Employee
for Any Reason. Employee may terminate his employment
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with the Company during the Term upon thirty (30) days prior
written notice to
the Company (the "Employee Notice Period"). In the Company's
sole discretion,
the Company may elect to waive or reduce the Employee Notice
Period. Any such
waiver or reduction of the Employee Notice Period shall not be
considered an
employment termination by the Company without Cause.
7. Consequences of
Termination. In the event Employee's employment is
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terminated prior to the expiration of the Term pursuant to
Paragraph 6 of this
Agreement, the following amounts and benefits shall be due to
Employee.
(a) Death.
In the event of Employee's death, his estate, or his
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beneficiaries, as the case may be, shall be entitled to the
following: (i) any
earned but unpaid Base Salary through the date of Employee's death;
and (ii)
reimbursement for any unreimbursed exp
