Exhibit
10.2
EMPLOYMENT
AGREEMENT
BETWEEN DYNAMIC APPLICATIONS
CORPORATION
AND
AMIR
ELBAZ
THIS AGREEMENT made effective as of the 1
st day of November, 2008, (“Effective Date”)
by and between Dynamic Applications Corporation, a Delaware
corporation with a principal place of business at46 Techelet
Street, Modiin, Israel 71700 (hereafter the "
Company "), and Amir Elbaz, with a principal place
of business at 147 East 82 nd Street, New York, New York
10028 (hereafter the " Employee ").
WHEREAS , the Company is engaged in the business of
developing, marketing, managing and operating proprietary
technologies and intends to enter into new areas in the field of
renewable power generation around the world (the
"Business");
WHEREAS , the Company desires to engage Employee to
provide certain services related to the development and operation
of the Business; and
WHEREAS , Employee desires to render such
services.
NOW
THEREFORE , in
consideration of the mutual promises and covenants contained herein
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
(a) The
Company hereby engages Employee as its President and Chief
Executive Office who shall supervise and manage all aspects of the
Company, and Employee hereby accepts the appointment to serve in
each capacity at the Company. During the term of this Agreement,
Employee will be responsible to report to the Board of
Directors.
(b) Employee
hereby accepts such appointment subject to the provisions and
conditions of this Agreement.
The employment
period shall begin upon the Effective Date and shall continue
thereafter until the third (3rd) anniversary of the Effective Date
(the “ Term” ), unless sooner
terminated pursuant to section 6 of this Agreement.
The parties may
agree by written amendment to continue this Agreement after that
date on a year to year basis.
3.
Employee's Duties . Employee
shall devote so much of his time and attention to the affairs of
the Company. Employee shall perform the duties of President and
Chief Executive Officer (the “ Duties
”). Nothing in this Agreement shall restrict Employee,
however from expending his personal time on his own ventures or
investments so long as: (i) such activities are consistent with
Employee's Duties with the Company; (ii) such activities and time
commitments do not impair the effective performance of his Duties
for the Company; (iii) such activities do not, directly or
indirectly, compete with the Business of the Company or violate his
confidentially and intellectual property obligations; and (iv)
Employee discloses to the Board of Directors any activity that may
result conflict of interest with his duties.
(a)
Employee will cooperate with the
Company in any efforts by the Company to obtain a life insurance
policy on the life of Employee for the benefit of the
Company.
(i)
Compensate Employee as set forth in
Section 5 below.
(ii)
Furnish the Employee with a suitable
private office, and such equipment, supplies, instruments, and
clerical and staff support as are reasonable and necessary to
fulfil his Duties as set forth in this Agreement.
(iii)
Furnish Employee with such data,
materials, documents and other information as are reasonable and
necessary to fulfil his responsibilities and Duties as set forth in
this Agreement.
(iv)
Reimburse Employee for all reasonable
out of pocket business expenses he incurs to fulfil the terms of
this Agreement, approved by the Company in accordance with its
policies, rules, standards, and/or procedures governing such
expenses, including without limitation, those for travel, lodging,
food, telephone, facsimile and other electronic voice or data
transmissions. Employee shall submit periodic reports of such
expenses on forms with supporting documentation as the Company
shall prescribe for its executive employees and the Company shall
pay such reimbursement within forty-five (45) days of such
submissions.
(b)
The Company, upon approval of the
Board of Directors, may pay additional compensation to Employee as
a member of management and/or for serving on the Board of Directors
beyond that amount set forth in Section 5 below. The Board may
approve such additional compensation if it views such additional
compensation to be in the best interest of, and fair to the
Company. Such additional compensation may be in the form of,
without limitation, stock options, warrants, or performance
bonuses.
(a)
The Company shall pay Employee, at a
minimum, a base annual salary of $180,000 (" Base
Compensation ") for each of the three (3) years during the
Term of this Agreement. Compensation shall be in monthly instalment
payable on the last day of each month, except as the parties may
agree to another installment practice with the consent of the Board
of Directors from time to time. There shall be no adjustment for
cost of living increases or Consumer Price Index increases. This
compensation is subject to Section 5(d) below. Notwithstanding the
above, the Compensation for the initial two months of the Term
shall be deferred and be paid on or before January 30 th
, 2009.
(b)
On or before January 7 th
, 2009 the Company shall issue Employee with two million two
hundred thousand (2,200,000) shares of common stock of the Company
(“ Employee’s Shares ”). The
purchase price of the Employee’s Shares shall be $0.01 per
share of common stock.
(c)
On or before January 7 th
, 2009 the Company shall issue Employee with one million one
hundred (1,100,000) thousand options to purchase shares of common
stock of the Company (“ Employee’s
Options ”). Two hundred seventy five thousand
(275,000) of Employee’s Option shall be vested starting the
first anniversary of this Agreement and continue for three
subsequent anniversaries thereafter, subject to the Employee's
continued employment on the end of each anniversary. The exercise
price of the Employee’s Options shall be $0.01 per share of
common stock. In the event of termination of Employee’s
employment with the Company for any reason, excluding termination
for Cause; all Employee’s Options shall be immediately vested
in full and exercisable as of the date of termination of the
employment. A notice of termination of employment shall be deemed
to constitute termination of employment. The Employee’s
Options may be exercised within a period of ninety (90) days after
the date of such termination.
(d) On or before
February 1 st , 2009 the Company shall issue Employee
with one million one hundred (1,100,000) thousand options to
purchase shares of common stock of the Company (“
Employee’s Performance Options ”). Two
hundred seventy five thousand (275,000) of Employee’s Option
shall be vested starting the first anniversary of this Agreement
and continue for three subsequent anniversaries thereafter, subject
to the Employee's continued employment on the end of each
anniversary. The exercise price of the Employee’s Options
shall be $1.00 per share of common stock. In the event of
termination of Employee’s employment with the Company for any
reason, excluding termination for Cause; all Employee’s
Performance Options shall be immediately vested in full and
exercisable as of the date of termination of the employment. A
notice of termination of employment shall be deemed to constitute
termination of employment. The Employee’s Performance Options
may be exercised within a period of ninety (90) days after the date
of such termination.
In the event of
change of control of the Company during the Employee’s
employment with the Company, all Employee’s Options and
Employee’s Performance Options shall accelerate and become
vested in full and exercisable as of the date of singing a
Definitive Agreement for the acquisition of the Company by a third
party (i.e., sale of more than 51% of shares of Company to a third
party who is not a Company’s stockholder of record as
constituted immediately prior to such acquisition).
(e)
Employee shall be eligible to
participate in coverage under the Company's employee and insurance
plans or programs and other employee benefit plan or programs, if
any, at least equal to the coverage provided to other full-time
executives of the Company. In the event such coverage is not
available, the Company shall compensate employee for COBRA payment
made by employee for him and his immediate family.
(f)
Employee may be paid additional
compensation (as a member of management and/or the Board of
Directors) as the Board may approve from time to time pursuant to
Section 4(b) above.
(g)
If requested by Employee, Employee
shall be provided with a Company car on a full time basis to meet
his commuting needs. All associated costs including but not limited
to parking, gas, tolls and insurance shall be covered by the
Company.
( 6.1 Early
Termination .
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(a)
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During the Term
of this Agreement, the Company may terminate the Employ’s
employment without Cause as defined below for any reason with the
consent of the majority of the Company's Board of Directors by
giving him thirty (30) day advance written notice (“Company
Notice Period”). If the Company terminates the Employee
during the Term without Cause he will be provided with special one
lump severance payment equal to 6 month salary installments in
addition to what he is entitled under section 5 hereof.
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6.2
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Termination
by the Company for “Cause.”
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(b)
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The Company may
terminate the Employee employment for Cause thirty (30) days after
the date on which the Employee shall have received written notice
from the Board of Directors of the Company that it has decided to
terminate his employment for Cause, which notice shall specify the
nature of such Cause.
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(c)
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For all
purposes under this Agreement “ Cause ” shall
mean: (i) the failure of the Employee to diligently perform his
duties to the Company, after having been provided written notice
and 30 days to cure such failure; (ii) the engaging by the Employee
in willful, reckless or negligent misconduct which is determined by
the Board of Directors to be materially injurious to the Company or
any of its affiliates (monetarily or otherwise); (iii) the Employee
pleading guilty or no contest to, or conviction of, any felonious
crime; (iv) the Employee’s fraudulent misappropriation,
embezzlement or willful and material damage of or to any property
of the Company; or (v) conduct by Employee constituting a breach of
any statutory or judicially imposed fiduciary duty of care or
loyalty to the Company .
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(d)
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No severance
payments will be paid to the Employee under this Agreement on
account of a termination for Cause.
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(f)
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The Employee
may terminate his employment by giving the Company ninety (90) day
advance written notice.
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(g)
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In the event
that Employee is unable for a period of one hundred eighty (180)
consecutive days to substantially perform his Duties under this
Agreement by reason of illness or incapacity during the Term of
this Agreement. The Company may terminate his employment because of
such disability with 30 days notice. In such termination the
Employee will be provided with a special one lump severance payment
equal to 6 month salary installments.
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(h)
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In the event of
the death of the Employee during the Term, the Employment shall
terminate on the date of death and the Employee's designated
beneficiary or, if none, his estate shall be entitled to
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