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EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement”) is made and entered into on the 12th day of December 2003 by and between BioLase Technology, Inc., a Delaware corporation (the “Company”), and Jeffrey W. Jones (“Executive”).
RECITALS
WHEREAS, the Company desires to continue to employ Executive as its President and Chief Executive Officer, and Executive is willing to accept such employment on certain terms and conditions;
WHEREAS, the Company and Executive desire to formalize the terms and conditions of such employment;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the terms and conditions set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Employment and Duties.
(a) The Company hereby employs Executive as its President and Chief Executive Officer, and Executive accepts such employment. In such capacity, Executive shall report and be responsible to the Company Board of Directors (“Board”) and shall perform such duties and functions as may be assigned to Executive from time to time by the Board. Executive shall comply with all proper and reasonable directives and instructions of the Board, as embodied in resolutions adopted by the Board.
(b) Executive agrees during the term of his employment hereunder to devote his business time and attention to the performance of his duties hereunder and to serve the Company diligently and to the best of his ability.
2. Compensation. For all services to be rendered by Executive hereunder, the Company shall pay Executive a base salary at the rate of Two Hundred Seventy Five Thousand Dollars ($275,000) per year. Executive’s salary shall be paid on such basis as is the normal payment pattern for executive officers of the Company but no less frequently than monthly. Executive shall also be eligible for Incentive pay. Part of the total compensation may be in the form of a fee for consulting services to BIOLASE, Europe as long as the total compensation does not exceed $275,000 per year, plus any defined and approved Incentive pay.
In addition to the base salary, the Company shall pay to Executive an annual bonus equal to .75% (three quarters of one percent) of all sales over $40,000,000 (40 million dollars) per year for the years 2004. The incentive pay for 2005 will be determined at a later date. The Company will pay Executive a housing allowance of $3,500 (three thousand five hundred dollars) per month, recognizing his permanent residence is in Wyoming. This housing allowance will be deducted from the defined incentive pay.
3. Options. The Board has authorized the grant to Executive of options to purchase up to 200,000 shares of BioLase Common Stock at an exercise price equal to the fair market as of the date of the agreement, December 12, 2003. The options will vest and become exercisable on a pro rata basis, over the term of this agreement, at the rate of 8,333.33 per month, (Eight Thousand Three Hundred Thirty-Three and one third) with the first such month ending January 31, 2004. In the event Executive’s employment with the Company is terminated by the
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Company other than For Cause (as hereinafter defined), options shall continue to vest for the longer of (a) the balance of the calendar year in which termination occurs or (b) six months following termination.
4. Benefits. Executive shall be entitled to such fringe benefits, expenses and perquisites as are generally made available to executive officers of the Company from time to time, including continuance of the auto allowance and related expenses for a car in California. Executive shall be entitled to four weeks of paid vacation per annum.
5. Reimbursement of Expenses. The Company shall reimburse Executive for all reasonable business expenses incurred by Executive in connection with the performance of his duties hereunder, provided that Executive furnishes to the Company receipts and other documentation evidencing such expenditures. Such reimbursement shall include expenses related to reasonable periodic travel between Executive’s permanent residence in Wyoming and the Company’s principal executive offices located in San Clemente, California.
6. Non-Competition.
(a) Executive agrees during the term of his employment by the Company not to compete with the Company or any of its Subsidiaries in any manner whatsoever. Without limiting the generality of the foregoing, Executive shall not, during the term of his employment by the Company, directly or indirectly (whether for compensation or otherwise), alone or as an agent, principal, partner, officer, employee, trustee, director, shareholder or in any other capacity, own, manage, operate, join, control or participate in the ownership, management, operation or control of or furnish any capital to or be connected in any manner with or provide any services as a consultant for any business which competes directly or indirectly with any of the businesses of the Company or any of its Subsidiaries as they may be conducted from time to time; provided, however, that nothing contained in this Agreement shall be deemed to preclude Executive from owning not more than one-half of one percent (0.5%) of the capital stock of a publicly-traded entity which is in competition with any of such businesses.
(b) Executive may engage in civic, educational and charitable activities. Executive shall be entitled, with the approval of the Board, to serve as a director of any corporation other than a corporation, which, in the good faith opinion of the Board, is in competition with the Company or a Subsidiary. Executive shall be entitled to receive compensation from any corporation with respect to which he serves as a director in accordance with this Section 6(b). Notwithstanding anything to the contrary set forth herein, Executive shall not be entitled to engage in any of the activities set forth in this Section 6(b) if such activities, in the good faith opinion of the Board, interfere or could reasonably be expected to interfere with Executive’s performance of his duties and activities under this Agreement. In such cases, the Board will express disapproval in writing to Executive, within 3 weeks of being presented with such request.
(c) Executive shall promptly disclose to the Company and shall use his best efforts to transfer to or hold for the benefit of the Company but in no event shall divert or exploit for his own personal profit or that of any other person except the Company, any business opportunity or other opportunity to acquire an interest in or a contractual relationship with any person or entity where such person or entity is in the same line of business as the Company or a Subsidiary or where such contractual relationship would be considered a feasible and advantageous opportunity for the Company or a Subsidiary, when such interest is competitive to the business of the Company.
7. Term of Agreement.
(a) The basic term of Executive’s employment with the Company hereunder shall commence on January 1, 2004 and, except in the event of earlier termination, shall end on December 31, 2005. Following December 31, 2005, the employment relationship under this Agreement shall continue on a cale






