EMPLOYMENT
AGREEMENT
THE AGREEMENT is made as of the 21st day of September, 2009
(the “Effective Date”) by and between Ecology Coatings, Inc., a
Nevada corporation (the " Company "), and Daniel V. Iannotti ( the "
Executive ").
1.
Employment: The Company hereby agrees to employ
the Executive as its Vice President, General Counsel &
Secretary and the Executive hereby accepts such employment upon the
terms and conditions set forth in the Agreement.
2.1 During the term of
the Agreement, the Executive shall diligently perform all services
consistent with his position as may be assigned to his by or under
the direction of the Board of Directors of the Company and such
other members of senior management designated by the
Board. The Executive's duties shall include overall
responsibility for the affairs of the Company, legal and SEC
compliance and other requirements of a public
company. In the performance of his duties, the Executive
shall report to the Board of Directors and the Chief Executive
Officer.
2.2
(b) The
Executive shall devote his full working time and attention to the
business and affairs of the Company, render such services in a
competent and efficient manner, and use his reasonable and
appropriate best efforts to faithfully promote the interests of the
Company.
3.1
Term . The term of employment shall begin
upon execution of the Agreement and extend for a period of three
(3) years (the " Initial Term ").
Termination
Without Cause . The Company shall have the right to
terminate the Executive's employment under the Agreement by written
notice to the Executive at any time; provided ,
however , that, upon such termination without Cause, the
Company shall pay to Executive 50% of the unpaid compensation and
benefits based on the remaining term in Executive’s
employment. The Company shall be deemed to have
terminated the Executive's employment pursuant to this Section 3.2
if such employment is terminated: (i) by the Company
without Cause; or (ii) by the Executive voluntarily for "Good
Reason." For purposes of the Agreement, "Good
Reason " means any breach by the Company of any of the terms or
provisions of the Agreement which is not cured within thirty (30)
business days of written notice by the
Executive. Any termination which occurs within one
year of a change in control shall be presumed to be a termination
without Cause.
3.3
Termination for Cause : The Company may terminate
the Agreement and the Executive's employment hereunder immediately
upon written notice to the Executive for "Cause" (as hereinafter
defined). For purposes of the Agreement, the term "
Cause " shall mean (i) the repeated failure or refusal of
the Executive to perform the duties or render the services
reasonably assigned to his from time to time by the Board of
Directors (except during reasonable vacation periods or sick
leave); (ii) the charging or indictment of the Executive in
connection with a felony or willful misfeasance or nonfeasance;
(iii) the association, directly or indirectly, of the Executive,
for his profit or financial benefit, with any person, firm,
partnership, association, entity or corporation that competes, in
any material way, with the Company; (iv) the disclosing or using of
any material "Confidential Information", "Trade
Secrets" or “Material, Non-Public
Information” (as those terms are defined in Section 9) of the
Company at any time by the Executive, except as required in
connection with his duties to the Company, (v) the breach by the
Executive of his fiduciary duty or duty of trust to the Company,
including the commission by the Executive of an act of fraud or
embezzlement against the Company, (vi) trading, directly or
indirectly, in the Company’s securities while in possession
of material, non-public information (vii) any other material breach
by the Executive of any of the terms or provisions of the Agreement
or any other agreement between the Company and the Executive, which
other material breach is not cured within thirty (30) business days
of notice by the Company; or (vii) any other action by the
Executive, which, in the good faith and reasonable determination of
all of the members of the Company's Board of Directors, has the
effect of materially injuring the reputation or business of the
Company. In which event, notwithstanding any other
provision in the Agreement to the contrary, the Executive shall
have no further rights or entitlements under the Agreement, the
Company shall have no further obligations to the Executive, and the
Agreement shall be null and void, provided , however
, that the Executive shall be entitled to be receive all unpaid,
earned salary, wages and benefits, including accrued vacation pay
and reimbursement for reasonable business expenses incurred prior
to the date of termination, to the date of
termination. It shall be the Company's burden to show
that good "Cause" existed for termination under the Section by
clear and convincing evidence, and any failure by the Company to
carry the burden shall convert the termination into a termination
without "Cause." Any termination which occurs within one
year of a change in control shall be presumed to be a termination
without Cause.
4.1
Base Salary
. The Company shall
initially pay the Executive an annual salary of $150,000 for his
services under the Agreement starting November 1,
2009. Such salary shall be payable semi-monthly, subject
to applicable withholding and other taxes and subject to annual
adjustment by the Company’s Compensation Committee or its
Board of Directors. For calendar year 2010 and beyond,
the Executive’s salary shall be reviewed by the Compensation
Committee or the Board of Directors for possible
increase.
4.2 Bonus and Other
Compensation . Executive shall be entitled to
participate on the same terms as other officers in any applicable
bonus, stock option, restricted stock, pension or profit sharing
plan, or any other type of plan adopted by the Company for the
benefit of its officers, directors and employees.
5. Grant of Stock
Options : The Company will alter the vesting for
Executive’s previously issued 330,000 options to vest
one-third of outstanding options 12 months, 18 months and 24 months
respectively from the date of Executive’s initial date of
employment (August 11, 2008). In addition, the Company
will grant Executive 70,000 additional stock options to purchase
the Company’s common stock at a price per share equal to the
closing price of the Company’s stock on the date the
Company’s Board of Directors approves this Agreement,
one-quarter of which shall vest on 30 months, 36 months, 42 months
and 48 months from the date of Executive’s initial date of
employment (August 11, 2008) respectively. The Company
shall provide in its stock option plan and/or stock option
agreements with Executive that all of Executive’s stock
options shall vest upon a “Change in Control” of the
ownership or composition of Company’s Board of
Directors.
6.
Place of
Employment: The Executive's regular place of work shall be
2701 Cambridge Ct., Auburn Hills, MI 48326, or such other place in
the Detroit metropolitan area that it may designate from time to
time. However, if the Company desires to move its office
out of such area, or any other area it thereafter designates, the
Company shall provide Executive with no less than one (1)
year’s time to complete his relocation. The
Company shall pay the Executive's reasonable moving
expenses.
7.1 Holidays
. The Executive shall be entitled to seven (7) paid
holidays annually. The Company will notify the Executive
as much in advance as practical with respect to the holiday
schedule to be observed by the Company.
7.2 Vacations
. During the term of the Agreement, the
Executive shall be entitled to three (3) weeks of paid vacation
annually. The Executive agrees not to utilize vacation
and/or compensatory time at a time when to do so could adversely
affect the Company's business.
7.3 Personal
Insurance Benefits . The Executive shall be entitled
to participate in all medical, dental and hospitalization, group
life insurance, and any and all other such plans as are presently
and hereafter provided by the Company to its executives.
8.
Expenses: During the term of the Executive's
employment hereunder, the Company, upon the submission of proper
substantiation by the Executive, shall reimburse the Executive for
all reasonable expenses actually and necessarily paid or incurred
by the Executive in the course of and pursuant to the business of
the Company. &n
|
