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Exhibit
10.64
EMPLOYMENT AGREEMENT
BETWEEN LITHIUM TECHNOLOGY CORPORATION
AND
AMIR ELBAZ
THIS AGREEMENT made effective as of the 5 th day of December, 2006, by and
between Lithium Technology Corporation, a Delaware corporation with
a principal place of business at 5115 Campus Drive, Plymouth
Meeting, Pennsylvania (hereafter "LTC" or the "Company"), and Amir
Elbaz, with a principal place of business at 375 Park Avenue, New
York, New York (hereafter or "Employee").
RECITALS:
WHEREAS , LTC is engaged in the business of designing,
developing, manufacturing, marketing, managing and operating
proprietary devices, equipment, and technologies to sell battery
cells, batteries and development contracts (the "Business");
WHEREAS , LTC 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:
1. Employment .
(a) LTC hereby engages Employee as its Executive Vice
President, Chief Financial Officer, and Treasurer who shall
supervise and monitor the finances of the Company and financial
reporting of the Company, including working with the outside
auditors of the Company, and Employee hereby accepts the
appointment to serve in each capacity at LTC. During the term of
this Agreement, Employee will be responsible to report to the Chief
Executive Officer and/or the Chairman of the Board of
Directors.
(b) Employee hereby accepts such appointment subject to the
provisions and conditions of this Agreement.
2. Term of Agreement . This Agreement shall be for a
period of three (3) years if not sooner terminated pursuant to
Section 6 below (the "Term"). 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 Executive Vice President,
Chief Financial Officer, and Treasurer (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; and
(iv) Employee discloses such activities to the Board of
Directors.
(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.
4. Company’s Duties.
(a) The Company shall:
(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.
5. Compensation .
(a) The Company shall pay Employee, at a minimum, a base annual
salary of $225,000 ("Base Compensation") for each of the three
(3) years during the Term of this Agreement. Compensation
shall be in bi weekly installments payable on the 15
th day of the month
and 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.
(b) 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 LTC.
(c) 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.
(d) 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. Termination .
(a) The Term of this Agreement shall end on the date of the
first of the following events to occur:
(i) Close of business three (3) years to the date following
the execution of this Agreement.
(ii) Thirty (30) days following the Board of
Director’s receipt of written notice of Employee’s
resignation. Employee shall not deliver any such notice until the
parties have had prior verbal discussions.
(iii) The date on which or in the case of (A), (B), the date
which is 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. For
purposes of this subsection, "cause" shall mean any of the
following:
(A) Employee’s breach of any term of this Agreement.
(B) The repeated, deliberate or intentional failure, refusal, or
the habitual neglect of Employee to perform his Duties to the
standard required under this Agreement (except by reason of short
term or long term disability).
(C) Acts constituting gross negligence in the performance of
Employee’s Duties or any cause based on criminal
misconduct.
(D) An act of dishonesty by Employee intended to result in gain
or personal enrichment of Employee at the Company’s
expense.
(E) 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,
the thirtieth (30 th ) day after the date on which Employee shall have received
written notice from the Board of Directors of the Company that it
has decided to terminate his employment because of such
disability.
(F) The date on which the Employee shall have
received written notice form the Board of Directors of the Company
that it has decided to terminate his employment without
cause.
(G) This Agreement shall terminate automatically upon death of
the Employee.
(b) Termination of this Agreement pursuant to Section 6(a)
shall not affect Employee’s obligations under Sections 7
(Confidentiality), 8 (Restrictive Covenants), and 10
(Inventions).
(c) In the event of termination without cause as provided in
subsection (F) the Company will continue to pay the Employee
an amount equal to his pay for twelve month monthly instalments
(twelve months salary) or the amount equal to his pay for the
number of monthly instalments remaining under this Agreement,
whichever is less.
7. Confidentiality .
(a) Employee may now and in the future have access to, and may
be given information with respect to the special business
techniques, concepts, designs, drawings, ideas, models, inventions,
molds, forms, software programs, other intangible work product and
tangible deliverables, patents, copyrights, trade secrets, other
intellectual property, systems, know-how, financial, accounting and
production policies, procedures, records and infrastructure, lists
of customers, and all other information regarding manufacture,
implementation or distribution of the products, plans and
technology (the "Confidential Information) that are part of or used
or useful in the Business of the Company and its members,
employees, agents, subsidiaries or affiliates , which is not
generally known to the public and gives the Company an advantage
over its respective competitors who do not know or use the
Confidential Information. Employee acknowledges that all of such
Confid
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