Exhibit 10.30
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (the
“Agreement”) is made this 1st day of August 2009
, by and between INTEGRAL TECHNOLOGIES, INC. , a Nevada
corporation, with principal executive offices located at 805 West
Orchard Drive, #3, Bellingham, Washington 98225 (the "Company"),
and WILLIAM S. ROBINSON , an individual residing at 5918
Olympic ST., Vancouver B.C. V6N 1Z6 (the "Executive").
RECITALS
NOW, THEREFORE, for and in consideration of the mutual covenants
and representations and warranties of each other contained herein
and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Executive and the Company agree as
follows: p!
ARTICLE I
EMPLOYMENT
The Company hereby employs the Executive; and
the Executive hereby accepts such employment and agrees to serve as
an employee and Director of the Company, subject to and upon the
terms and conditions set forth in this Agreement.
ARTICLE II
TITLE AND DUTIES
(A) During
the term of employment with the Company, and subject to the
direction of the Board of Directors, the Executive shall perform
duties and functions consistent with his employment hereunder as an
officer and director of the Company in the capacity of President,
Secretary and Chief Financial Officer, as further defined in the
Company’s bylaws. The Executive shall also perform duties and
functions consistent with his employment hereunder as an officer
and director of each subsidiary of the Company.
(B) The
Executive agrees to devote his best efforts to the performance of
his duties for the Company; to render his services to any joint
venture, subsidiary or affiliated business of the Company; to
participate in establishing the direction of the Company's
business; and to promote the Company's relationships with its
employees, customers and others in the business and financial
communities.
William S.
Robinson Employment Agreement
ARTICLE III
COMPENSATION
(A) The
Company shall pay to the Executive $220,000 per year for all
services to be rendered pursuant to the terms of this
Agreement. Such salary is payable in accordance with the
Company’s normal payroll procedures. The Board of
Directors may increase the Executive's salary from time to time in
its discretion.
(B)
The Company shall grant the Executive options to acquire 500,000
shares of the Company's common stock at an exercise price of $0.25
per share. These options shall be granted pursuant to the Integral
Technologies, Inc. 2009 Stock Plan. These options shall be fully
vested on August 1, 2009 and may be exercised in whole or in part
at any time after January 1, 2010 . All options
shall expire the earlier of December 31, 2014, or one year
following the termination of employment with the
Company. The following terms and conditions apply to the
options: (i) both the number of options and the exercise price are
subject to appropriate adjustments in the event of any stock split,
stock dividend or other change in capital structure affecting the
Company's common stock, (ii) the options and the shares of common
stock issuable upon exercise of the options are subject to
restrictions on transfer, as required by applicable federal and
state securities laws; (iii) options which have not vested on
or before the date of termination of the Executive’s
employment shall terminate on such date, and
(iv) notwithstanding the expiration date, all vested options
must be exercised within the earlier of the expiration date of the
options or one year after termination of the Executive’s
employment. The Executive acknowledges that as long as
he remains an executive officer of the Company, he shall be deemed
an "affiliate" and/or a "control person" for purposes of reporting
and compliance under the rules and regulations of the Securities
and Exchange Commission.
(C) The
Executive shall be eligible to receive bonuses, based on the extent
the Executive achieves certain goals and objectives, to be
determined by mutual agreement between the Executive and the Board
of Directors.
(D) The
Board of Directors may at its discretion from time to time grant to
the Executive additional options to purchase shares of common stock
of the Company.
ARTICLE IV
WORKING CONDITIONS AND
BENEFITS
(A) The
Executive shall be entitled to paid vacations during each year of
his employment with the Company in accordance with Company practice
in that year. The Executive shall also be entitled to
leave for illness or temporary disability, subject to the terms of
Article VII(B), which may be paid or unpaid, in accordance with the
policies of the Company in effect at that time.
(B) The
Executive is authorized to incur reasonable and necessary expenses
for promoting the business of the Company, including authorized
expenses for entertainment, travel and similar
items. The Company shall reimburse the Executive in
accordance with the policies of the Company in effect from time to
time for all such expenses, upon presentation by the Executive of
an itemized account of such authorized expenditures.
William S.
Robinson Employment Agreement
(C) The
Executive shall be employed by the Company at its executive offices
in Bellingham, Washington. The Executive shall travel on
the Company's behalf to the extent reasonable and necessary and be
reimbursed for such travel.
(D)
The Company shall provide to the Executive, to the full extent
provided for under the laws of the Company's state of incorporation
and the Company's bylaws, indemnification for any claim or lawsuit
which may be threatened, asserted or commenced against the
Executive by reason of the fact that he is or was a director,
officer, employee or other agent of the Company, or is or was
serv