Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT
(herein “Agreement”) is entered into September 21,
2006, by and between JMAR Technologies, Inc. (“JMAR”)
and C. Neil Beer (“Executive”).
Recitals
WHEREAS , JMAR desires to
expand its advanced photonics and x-ray technologies to create high
value products for research, defense, and commercial industrial
markets, with strong emphasis on sub-micron system
technology;
WHEREAS , JMAR hired
Executive in April, 2006 and desires now to enter into an
Employment Agreement with Executive; and
WHEREAS , Executive desires to enter into an Employment
Agreement with JMAR;
NOW, THEREFORE , JMAR and
Executive agree as follows:
| 1. |
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Employment/Title/Responsibilities. The Company hereby
employs Executive, and Executive hereby accepts such employment as
President and Chief Executive Officer of the Company. Executive
shall do and perform such other services, acts or things as shall
be required of him from time to time by the Company, and shall
comply with the directives, policies, procedures and requirements
issued or established from time to time by the Company. Executive
shall at all times during his employment by the Company (unless
otherwise agreed in writing by the Company) devote his entire
productive time, energies, ability and attention to the business of
the Company and perform faithfully and diligently such duties and
responsibilities to the best of his abilities; provided, however,
that Executive shall be entitled to vacation time and time off for
sickness and disability in accordance with the policies of the
Company in effect from time to time. Executive shall initially
accrue vacation at the rate of four weeks per annum. After reaching
five years of service, Executive shall accrue one additional day of
vacation for each additional year of service up to a maximum of
five weeks per year. |
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| 2. |
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Compensation/Benefits. |
2.1 As
compensation for the services provided by Executive under this
Agreement, JMAR will pay him an annual salary of $250,000 (base
pay), payable in accordance with JMAR’s usual payroll
procedures. Executive’s base pay shall be reviewed at least
annually by the Board, and in the Board’s sole discretion,
may be increased at any time.
2.2 Executive
shall have the right to participate in such pension, profit
sharing, bonus, group insurance or similar employee benefit plans
established by the Company for the benefit of senior management of
the Company, for so long as
any such plan
is maintained in effect for the benefit of such class, with
Executive’s participation or share therein being determined
by the provisions and requirements of the respective plan. A
summary of the Company’s benefits plans has been provided to
Executive.
2.3 All
payments from the Company to Executive pursuant to this Agreement,
including salary or other amounts paid pursuant to
Sections 2.1 above or otherwise, shall be subject to such
payroll tax, withholding, social security and other deductions as
may be required by any Federal, state or local law, rule or
regulation, which the Company may reasonably deem to be applicable
thereto.
2.4 The Company
shall pay or reimburse Executive for all reasonable expenses
incurred by Executive on the business of the Company and for the
promotion of its business, provided such expenses are pre-approved
in writing by the Company or are consistent with the written
policies and guidelines approved by the Company and in effect from
time to time.
2.5 The Company
shall pay or reimburse Executive for all reasonable and allowable
expenses incurred by the Executive in relocating him and his family
from Colorado Springs, CO to San Diego, CA. These expenses include
the cost of commissions, fees, escrow and closing costs involved
with the purchase of a residence in the San Diego area, and
transport of automobiles, household goods, and travel. In addition,
in the event that the Executive’s Colorado residence does not
sell in a timely manner, in order to expedite the Executive’s
purchase of a residence in San Diego and to further facilitate the
performance of Executive’s duties, the Compensation Committee
of the Board of Directors of the Company authorizes the payment of
$65,000 in additional compensation to Executive to defray the
additional living costs and associated expenses of maintaining two
houses.
2.6 Beginning
October 12, 2006, Executive will be eligible for an annual
bonus based upon achievement of reasonable goals specified by the
Board.
3. Initial
Stock Option Grant. In connection with the commencement of
Executive’s employment in April, 2006, JMAR granted him
Non-Qualified Stock Options (NQSO’s) to purchase 300,000
shares of JMAR common stock. The terms of those options are
contained in JMAR’s standard stock option agreement executed
with Executive. The Board will review Executive’s performance
from time-to-time to consider further grant of options.
| 4. |
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Employment at Will; Salary Continuation Payments. |
4.1 Executive
and the Company understand and agree that Executive’s
employment will be “at-will” and may be terminated at
any time, for any reason, with or without cause, by either
Executive or JMAR. Executive and the Company understand and agree
that nothing in the Company’s Employment Handbooks or the
Company’s other policies is intended to be, and nothing in
them should be construed to be, a limitation on the right to
terminate the employment relationship at any time for any
reason.
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