Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this
“Agreement”) is between BOND LABORATORIES, Inc. (the
“Company”) and Scott Landow (“Employee”),
and is executed effective as of August 16, 2009 (the
“Effective Date”) in connection with and consideration
of the compensation set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged.
1.
Previous Employment Agreement .
A. Previous
Employment Agreement. The Company and Employee have
previously entered into that Employment Agreement dated effective
July 1, 2007 (the “Previous Employment Agreement”),
pursuant to which Employee was employed as Chief Executive for a
term of two years. The Company and Employee now desire
to terminate the Previous Employment Agreement, (which has expired
but continues based on its automatic renewal for two (2) years,
Sec. 1.2, and to replace it with this Agreement.
B. Termination
of Previous Employment Agreement. The Previous
Employment Agreement is terminated on mutual agreement of the
Company and Employee effective as of the Effective
Date. The Previous Employment Agreement shall be of no
further force or effect hereafter, and neither party shall have any
further obligations or duties with respect to each other under the
Previous Employment Agreement from the termination date forward;
however, this termination shall not extinguish Employee’s
rights to unreimbursed expenses or benefits.
C. Accrued
but unpaid Salary and Stock Warrants. The Employee
agrees to forfeit previously accrued but unpaid salary in the
amount of approximately $380,000. In addition the Employee agrees
to forfeit 400,000 Common Stock Warrants, issued in consideration
for the deferral of salary to the Employee, and modify the exercise
price of the remaining warrants to par value, ($.001).
2.
Services to be Rendered by Employee . The Company
hereby employs, engages and hires Employee in the capacity of New
Product Manager, and Employee hereby accepts and agrees to such
hiring, engagement and employment. Employee will devote
his reasonable efforts, energy and skill to the performance of
these duties and for the benefit of the Company, and will exercise
due diligence and care in the performance of all duties performed
for the Company under this Agreement. Employee will
devote the time necessary to fulfill Employee’s duties to the
Company. However, Employee shall not be required to
devote his full time efforts, energy and skill to the performance
of these duties, nor will he be required to fulfill these duties
solely at the offices of the Company. The Company
expressly agrees that Employee will be entitled to seek and engage
in other employment and business activities, unless such employment
or activities would violate the non-competition covenant in Section
7 or any other provision of this Agreement.
A. Term. Subject
to the terms and conditions of this Agreement, the Company will
employ Employee, and Employee will serve the Company, for Seventeen
Months from the Effective Date (the “Term”).
B. Termination by
the Company. Employee’s employment may only be
terminated by the Company during the term of this Agreement for
“Cause,” which termination may occur without prior
written notice to Employee. Termination for Cause shall be defined
as any of the following from and after the Effective
Date:
(a) Any
willful breach of any material written policy of the Company that
results in material and demonstrable liability or loss to the
Company or that continues after written notice;
(b) Willful
failure to perform or gross negligence in connection with the
performance of Employee’s duties;
(c) The
engaging by Employee in conduct involving moral turpitude that
causes material and demonstrable injury, monetarily or otherwise,
to the Company, including, but not limited to, misappropriation or
conversion of assets of the Company (other than immaterial
assets);
(d) Conviction
of or entry of a plea of nolo contendere to a felony;
(e) A
material breach of this Agreement, including by engaging in action
in violation of the restrictive covenants in this Agreement;
or
(f) Any
other conduct or activity that the Board of Directors determines in
good faith jeopardizes the proper conduct of the Company’s
operations if such conduct or activity continues to occur after
written notice.
No
act or failure to act by the Employee shall be deemed
“willful” if done, or omitted to be done, by him in
good faith and with the reasonable belief that his action or
omission was in the best interest of the Company.
C. Termination by
Employee. Employee may terminate his employment by the
Company at any time by giving 14 days prior written notice thereof
to the Company.
D. Effect of
Termination. Upon termination of Employee’s
employment pursuant to Section 3(B) or Section 3(C) or expiration
of the Term, the Company’s obligations under this Agreement
will terminate.
4.Compensation; Benefits.
A. Base
Salary. During the term of this Agreement, the Company
will pay to Employee base salary (“Base Salary”) at the
rate of $16,800 (Sixteen Thousand One Hundred and No/100 dollars)
per annum.
B. Benefit
Plans. Employee will be entitled to participate in all
formal retirement, insurance, hospitalization, disability and other
employee benefit plans that are in existence or may be adopted by
the Company or in which employees of the Company are eligible to
participate, provided that Employee is eligible by the terms
thereof and applicable law to participate therein.
C. Reimbursable
Expenses. Employee will be entitled to be reimbursed for
any and all expenses incurred under the same terms of his previous
employment agreement. Any travel done for the benefit of
the Company will be pre-approved and orchestrated by the
Company.
D. General. All
payments under this Agreement will be subject to applicable
withholding and similar taxes and will, if applicable, be prorated
for the applicable period. Employee’s Base Salary
and other compensation will be paid to Employee in accordance with
the Company’s regular policy. The Compensation
Committee will, in its sole discretion, periodically review
Employee’s Base Salary and other compensation. All
payments to the Employee (or any entities he may be associated with
that enters into a contract or loan agreement with the Company),
shall be ranked pari-passu with any salary or payment the Company
makes to the Chief Executive Officer.
5.
Protection of Trade Secrets and Confidential Information
.
A. Definition of
“Confidential Information. “Confidential
Information” means all nonpublic information concerning or
arising from the Company’s business, including particularly
but not by way of limitation trade secrets used
