EXECUTION COPY
Exhibit 10.2
EMPLOYMENT AGREEMENT
BETWEEN
EARTHSHELL CORPORATION
AND
VINCENT J. TRUANT
This
Employment Agreement (the "Agreement") is entered into as of
August
26, 2005 by and between EarthShell
Corporation, a Delaware corporation with its
principal office located in Santa Barbara,
California (the "Company"), and
Vincent J. Truant, an individual
("Executive").
AGREEMENT
1.
Services Provided to the Company. Commencing as of September 1,
2005
("Start Date"), Executive shall be employed
by the Company as its President and
Chief Executive Officer, and Executive
agrees to such employment. During the
term of this Agreement, Employee shall
devote all of his regular working hours
to the business and welfare of the
Company.. Executive, however, may spend a
reasonable amount of time with respect to
charitable and civic activities
(including serving on the board of
directors of charitable organizations) and
may make personal investments or conduct
private business affairs to the extent
that such activities do not materially
interfere with the services required
under this Agreement.
2.
Compensation to Executive.
(a) Base Salary. During the term of this Agreement, the Company
shall pay to Executive a base salary in the
amount of $400,000 per annum,
payable in accordance with the normal
payment pattern of the Company, not to be
less frequently than monthly. The Base
Salary shall commence to accrue on the
Start Date.
(b) Stock
Options. The Company shall grant to Executive options to
acquire 350,000 shares of the Company's
common stock at an exercise price equal
to the market price per share of the
Company's common stock at the close of
trading on August 26, 2005. 200,000 of
these options shall vest when the Company
operates on a "break-even" basis (i.e.,
without operating losses) for three
consecutive months and appears able to
sustain such operating results in the
reasonable judgment of the Compensation
Committee. The balance of 150,000 of
these options shall vest one year after the
Start Date.
(c) Additional Compensation. Executive shall be entitled to
receive
(i) an annual bonus in an amount up to one
year's base salary provided that the
financial and other milestones set forth in
Schedule A to this Agreement are met
by the Company and Executive, and (ii)
additional stock options or restricted
stock under such terms and conditions as
are determined in the future by the
Compensation Committee of the Board of
Directors in its sole discretion. In
making its determination, the Compensation
Committee shall consider, among other
things, the annual financial results of the
Company, meeting critical milestones
on the business plan and Executive's
contributions thereto.
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3.
Employee Benefits. The Company shall provide to Executive each of
the
following benefits:
(a) Business Expenses_ The Company shall pay or reimburse
Executive
for all reasonable out-of-pocket expenses
incurred by Executive in the course of
providing his services hereunder and which
are consistent with the Company's
expense reimbursement guidelines or
policies, including a car allowance of
$1,000 per month. Such reimbursement shall
be made by the Company within thirty
(30) days after receipt of a statement
therefor from Executive setting forth in
reasonable detail the expenses for which
reimbursement is requested, accompanied
by reasonable documentation evidencing such
expenses.
(b) Insurance Coverage and Benefits. Beginning on the Start
Date,
the Company shall provide Executive, at the
Company's expense, coverage under
the major medical, hospitalization,
disability, life and other insurance
programs maintained by the Company for its
officers generally, or if none is
made for its officers generally, its
employees generally, including any benefit
plans that are provided by the Company
subsequent to the date of this Agreement.
In addition, Executive shall receive on the
Start Date all other
Company-provided benefits, including sick
pay benefits, that are, from time to
time, made available b
