THIS EMPLOYMENT AGREEMENT is entered into as of the 13th day of
October 2006, by and between Leonard A. DuCharme (the "EMPLOYEE")
and HYBRID DYNAMICS, INC. (the “EMPLOYER").
EMPLOYER employs EMPLOYEE, and EMPLOYEE accepts employment with
EMPLOYER, on the terms and conditions set forth in this
II. TERMS OF EMPLOYMENT
The employment relationship between EMPLOYEE and EMPLOYER may be
terminated as follows:
(A) During the first
ninety (90) days of employment, either party may terminate without
prior notice and for any reason whatsoever, or for no reason and
without cause; or
(B) After the first ninety
(90) days of employment, either party may terminate for any reason
whatsoever, or for no reason and without cause, upon the giving of
(i) two weeks' written notice to the other party or (ii) pay equal
to two (2) weeks of EMPLOYEE's salary in lieu of such notice;
(C) At any time, EMPLOYER
may terminate EMPLOYEE without prior notice if EMPLOYEE materially
fails to perform any obligation or duty owed to EMPLOYER.
EMPLOYEE shall perform such tasks and duties as may be assigned by
EMPLOYER from time to time. At all times EMPLOYEE shall
follow all of EMPLOYER's legal instructions and directions and
shall abide by all of EMPLOYER's rules and procedures in force from
time to time while employed. EMPLOYEE shall devote his full
time, attention, skill and efforts to the tasks and duties assigned
by EMPLOYER. Without the prior written consent of EMPLOYER,
EMPLOYEE shall not provide services, for compensation, to any other
person or business entity while employed by EMPLOYER.
As compensation for all services to be rendered by EMPLOYEE to
EMPLOYER, EMPLOYEE shall be paid a salary at the annual rate of
$108,000. Said salary shall be payable in accordance with
EMPLOYER's standard procedures. EMPLOYER shall withhold from any
amounts payable as compensation all federal, state, municipal or
other taxes as are required by any law, regulation or ruling.
(A) EMPLOYEE understands
and agrees that EMPLOYEE's salary may be adjusted by EMPLOYER
prospectively, and at its sole discretion from time to time,
without affecting the remaining terms of this Agreement.
(B) EMPLOYEE understands
and agrees that any other compensation that may be paid to EMPLOYEE
for services rendered, or to be rendered, (whether by way of any
incentive payment, opportunity to acquire stock or any other form
of additional compensation) shall rest in the sole discretion of
V. PROPERTY RIGHTS; DUTY TO DISCLOSE
EMPLOYEE hereby acknowledges and agrees to be bound by the
provisions of the EMPLOYER's "Non-Disclosure/Assignment Agreement"
attached hereto as Exhibit A and made a part hereof by this
reference as though set forth in full herein. The provisions of
Exhibit A shall survive any termination of this Agreement.
VI. NONSOLICITATION OF EMPLOYEES
EMPLOYEE specifically agrees that during the term of this Agreement
and for a period of one (1) year thereafter, EMPLOYEE shall not,
directly or indirectly, either for himself or for any other person,
firm, corporation or other legal entity, solicit any then employee
of EMPLOYER to leave the employment of EMPLOYER.
VII. NO ASSIGNMENT
This Agreement may not be assigned by EMPLOYEE without the written
consent of EMPLOYER. This Agreement shall be binding on the
heirs, executors, administrators, personal representatives,
successors and assigns of EMPLOYEE and EMPLOYER.
VIII. GOVERNING LAW
This Agreement shall be governed by and construed and enforced in
accordance with and subject to the laws of the State where the
EMPLOYEE was principally rendering services for EMPLOYER.
All notices or other communications provided for by this Agreement
shall be made in writing and shall be deemed properly delivered
when (i) delivered personally or (ii) by the mailing of such notice
by registered or certified mail, postage prepaid, to the parties at
the addresses set forth on the signature page of this Agreement (or
to such other address as one party designates to the other in
X. ENTIRE AGREEMENT AND WAIVER
This Agreement is the entire agreement between the parties relating
to EMPLOYEE's employment. It supersedes all prior agreements,
arrangements, negotiations and understandings related
thereto. No waiver of any term, provision or condition of
this Agreement shall be deemed to be, or shall constitute, a waiver
of any other term, provision or condition herein, whether or not
similar. No such waiver shall be binding unless in writing
and signed by the waiving party.
No supplement, modification or amendment of any term, provision or
condition of this Agreement shall be binding or enforceable unless
evidenced in writing executed by the parties hereto.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
If any provision of this Agreement is declared invalid by any
tribunal, then such provision shall be deemed automatically
adjusted to the minimum extent necessary to conform to the
requirements for validity as declared at such time and, as so
adjusted, shall be deemed a provision of this Agreement as though
originally included herein. In the event that the provision
invalidated is of such a nature that it cannot be so adjusted, the
provision shall be deemed deleted from this Agreement as though
such provision had never been included herein. In either
case, the remaining provisions of this Agreement shall remain in
After carefully reading and considering the foregoing provisions
and Exhibit A, EMPLOYEE has voluntarily signed this Agreement on as
of the date first above written.
HYBRID DYNAMICS, INC.
/s/ LEONARD A.
By : /s/ PAUL R. RESSLER President