EMPLOYMENT
AGREEMENT
This Employment
Agreement (“Agreement”), dated as of January 30, 2009
(the “Effective Date”), is made by and among William
Plamondon (“Executive”) and Ecologic Transportation,
Inc. or its successor company, a Nevada corporation (the
“Company”).
WHEREAS , Executive will be employed by the Company as its
Chief Executive Officer (CEO).
WHEREAS , the members of the Board of Directors of the
Company desire to enter into an employment agreement with
Executive, which employment agreement from January 30, 2009 through
January 30 th 2012; and
WHEREAS , the agreed upon terms and conditions of
Executive’s continued employment are embodied in this
Agreement.
NOW THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company and Executive do hereby agree as follows:
Section 1. Employment and
Duties . On the terms and subject to the conditions set forth
in this Agreement, subject to the approval and ratification of
Board of Directors, such approvals to be obtained prior January 15
th , 2009 to the Effective Date, the Company agrees to
employ Executive as its Chief Executive Officer to render such
services as would be customary and to render such other services
and discharge such other responsibilities as the Board of Directors
of the Company may, from time to time, stipulate and which shall
not be inconsistent with the position listed above.
Section 2. Performance .
(a) Executive accepts the employment as set forth in Section 1
herein and agrees to concentrate all of his/her professional time
and efforts to the performance of the services described therein,
including the performance of such other services and
responsibilities as the Board of Directors of the Company may from
time to time stipulate and which shall not be inconsistent with the
position listed above.
(b) Without limiting the
generality of the foregoing, Executive ordinarily shall devote not
less than five (5) days per week (except for vacations and regular
business holidays observed by the Company) on a full-time basis,
during normal business hours Monday through Friday. Executive
further agrees that when the performance of his/her duties
reasonably requires, he/she shall be present on the Company’s
premises or engaged in service to or on behalf of the Company at
such times except during vacations, regular business holidays or
weekends.
Section 3.
Term/Termination .
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3.1
Term . The term of employment under this Agreement (the
“Employment Period”) shall commence on January 30
th 2009 and terminate on January 30 th 2012,
unless earlier terminated pursuant to the termination provisions
set forth herein. Notwithstanding anything to the contrary herein,
the parties acknowledge and agree that Executive’s employment
may be terminated by the Company only for Due Cause (as hereinafter
defined). At the end of the Employment Period, the continuation of
Executive’s employment with the Company shall be at the will
of the Company and Executive on terms and conditions agreed to by
the Company and Executive and there shall be no obligation on the
part of the Company or Executive to continue such employment,
provided, however, that not later than August 31 st ,
2011, the Company and Executive shall provide to each other
reasonably specific notice of their respective intentions with
regard to continuation of Executive’s employment subsequent
to the Employment Period.
3.2 Termination for Due
Cause . The Employment Period may be terminated for Due Cause
only for the following reasons and upon the terms and conditions
set forth in this Section 3.2. The Company, by a vote of a majority
of the Board of Directors (a “Termination Vote”) may
terminate the Employment Period, effective upon written notice of
such termination to Executive, such notice made pursuant to Section
7 herein, in the event of (i) a material breach by Executive of his
fiduciary duty or duty of loyalty to Company or of his covenants
under this Agreement if such material breach is not remedied within
fifteen (15) calendar days following written notice by the Company;
(ii) the failure of Executive to comply with any material term of
this Agreement which materially adversely affects the Company;
(iii) commission by Executive of theft or embezzlement of property
of the Company or other acts of dishonesty of a material nature
and/or commission by Executive of a crime resulting in a material
injury to the businesses, properties or reputations of the Company
or any of its affiliates; (iv) commission of an act by Executive in
the performance of his duties hereunder reasonably determined by a
majority of the board of directors of the Company to constitute
gross, willful or wanton negligence; (v) willful refusal to perform
or substantial neglect of the duties assigned to Executive pursuant
to Section 1 of this Agreement if such refusal or neglect is not
remedied within fifteen (15) calendar days following written notice
by the Company; or (vi) any significant violation of any statutory
or common law duty of loyalty to the Company or its affiliates. All
compensation paid to Executive shall immediately cease upon
termination for Due Cause hereunder except accrued and unpaid
compensation and all unvested Stock Options shall immediately
expire.
3.3 Termination Due to
Death . The Employment Period shall be terminated upon the
death of Executive. All compensation paid to Executive shall
immediately cease upon such termination except for accrued and
unpaid compensation pursuant to Section 4.1 herein and earned but
unpaid bonus payments pursuant to Section 4.2 herein. All unvested
Stock Options shall immediately become vested.
3.4 Termination Due to
Permanent Total Disability . The Employment Period shall be
terminated upon the Permanent Total Disability (as defined in this
Section 3.4) of Executive following written notice from the
Company. Permanent Total Disability is defined as an inability by
Executive to perform substantially all of the services
required
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pursuant to
this Agreement for a continuous period of ninety (90) days or for a
period aggregating at ninety (90) days in any consecutive twelve
(12) month period when such inability is caused by illness or a
physical or mental disability. Such Permanent Total Disability
shall be determined by a physician selected jointly by the parties
hereto. All unvested Stock Options shall immediately become
vested.
3.5 Termination Other Than Due
Cause, Death, Disability or Resignation . In the event that
Executive’s employment is terminated for reasons other than
Due Cause, or resignation, then all Stock Options scheduled to vest
within one year of the date of such termination shall vest
immediately and the Company shall pay as severance compensation to
Executive six (6) months salary compensation at his then annual
salary compensation rate, including bonus earned as of the
termination date. Any severance compensation paid to Executive
shall be paid ratably over the remaining payment period following
termination. Any bonus compensation earned as of the termination
date shall be paid to Executive pursuant to the bonus payment
schedule set forth in Section 4.2 herein.
3.6 Termination by
Executive . Executive may terminate the Employment Period (i)
in the event the Company has breached a material term or condition
of this Agreement which is not cured or remedied within thirty (30)
days following written notice by Executive to Board of Directors of
Company of such breach or (ii) at Executive’s convenience. In
the event that Executive’s resignation is due to an uncured
breach by the Company, such resignation shall be deemed a
termination by the Company as without Due Cause for purposes of
vesting of Stock Options pursuant to Section 4.3 herein and for
payments of salary and bonus compensation as set forth in Sections
4.1 and 4.2, respectively, herein. In the event that the Employment
Period is terminated by Executive at his convenience, then
Executive will be due any earned but unpaid salary, vacation and
bonus compensation as set forth in Sections 4.1, 4,2, and 4.3,
respectively, herein.
3.7 Surrender of Position and
Properties . Upon termination of Executive’s employment
with the Company, regardless of the cause therefore, Executive
shall promptly be deemed to have resigned from the Company’s
Board of Directors and as an officer and director of any of the
Company’s affiliates, if serving as such at that time, and
shall surrender to the Company or its affiliates all property
provided to him by the Company or its affiliates, as applicable,
for use in relation to his employment and further, Executive shall
surrender to the Company or its affiliates, as applicable, any and
all sales materials, lists of customers and prospective customers,
investment performance reports, files, patent applications,
records, models or other materials and information of or pertaining
to the Company or its affiliates or their customers or prospective
customers or the products, businesses and operations of the Company
or its affiliates.
3.8 Survival of Covenants
. The covenants of Executive set forth in Section 5 herein shall
survive the termination of the Employment Period or termination of
this Agreement.
Section 4.
Compensation/Expenses .
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4.1
Salary . In exchange for the services to be rendered by
Executive hereunder, the Company agrees to pay, during the
Employment Period, a salary at an annual rate of $420,000 at such
intervals as may be consistent with the Company’s normal
compensation schedule, but not less than once per month.
4.2 Bonus.
(a) The Company shall establish
an annual bonus plan of which certain management employees of the
Company shall be eligible to participate, which annual bonus plan
shall comprise a calendar year (the “Plan Year”).
Executive will be eligible to participate in such annual bonus plan
during the term of this Agreement with goals (the “Annual
Goals”) established and approved by the Board of Directors.
Pursuant to this annual bonus plan, Executive shall be eligible for
discretionary performance and incentive bonuses if and as may be
determined in the sole discretion of the Board of Directors of the
Company. The goals that shall be tied to the Company’s Long
Term Financial Pro forma and shall serve as the basis of evaluation
for any payments awarded pursuant to the Company’s annual
bonus plan shall be established and approved by the Board of
Directors. At the conclusion of the Plan Year, the Board of
Directors shall determine the level of success achieved by the
Executive against the Annual Goals and recommend the amount of the
annual bonus plan payment. If Executive’s employment is
terminated for reasons other than Due Cause or his voluntary
resignation, he will be entitled to receive any bonus earned up to
the date of termination as reasonably determined by the Board of
Directors. All payments related to the annual bonus plan are
subject to the prior approval by the Board of Directors and the
Company’s ability to make such payments when considering the
cash position of the Company.
(b) Plamondon will receive a One
Hundred Thousand Dollar ($100,000) bonus after two letters of
intent for acquisition of other companies are accepted by the
Company’s Board of Directors.
4.3 Stock. The Company
hereby grants to Executive the right to purchase the following
stock at par value $.001 in the Company. As of the Effective Date
of this Agreement, the Company grants Executive 26% of equity in
the Company or five million three hundred and nine thousand seven
hundred and fifty (5,309,750) shares as of January 15 2009. If the
executive voluntarily resigns from office during the period of his
employment he must return a proportionate amount of equity on a pro
rata basis equal to 66%. However, in the event of a change of
control of the Company, all stock will immediately vest.
4.4 Insurance . OPTION
1 Executive if he so elects and if permissible by the Company
plans, will be entitled to participate in fringe benefit, health
insurance, life insurance, and other programs which Company may
adopt from time to time for executives of Company. Participation
will be in accordance with any plans and any applicable policies
adopted by Company.
OPTION 2
During the Employment Period, the
Company shall reimburse Executive for health care insurance
including dental as well as reimburse Executive for equivalent
life
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insurance coverage. Such reimbursement shall
cease once a company benefits plan is in place.
4.5 Business Expenses .
Executive shall be reimbursed for business-related expenses that he
incurs pursuant to his employment with the Company, such expenses
to be t
