Exhibit
10.64
EMPLOYMENT
AGREEMENT
BETWEEN LITHIUM TECHNOLOGY
CORPORATION
AND
AMIR ELBAZ
THIS AGREEMENT
made effective as of the 5
th
day of December, 2006,
by and between Lithium Technology Corporation, a Delaware
corporation with a principal place of business at 5115 Campus
Drive, Plymouth Meeting, Pennsylvania (hereafter “LTC”
or the “Company”), and Amir Elbaz, with a principal
place of business at 375 Park Avenue, New York, New York (hereafter
or “Employee”).
RECITALS:
WHEREAS , LTC is engaged in the business of designing,
developing, manufacturing, marketing, managing and operating
proprietary devices, equipment, and technologies to sell battery
cells, batteries and development contracts (the
“Business”);
WHEREAS , LTC desires to engage Employee to provide
certain services related to the development and operation of the
Business; and
WHEREAS , Employee desires to render such
services.
NOW THEREFORE
, in consideration of the mutual
promises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment
.
(a) LTC hereby engages Employee
as its Executive Vice President, Chief Financial Officer, and
Treasurer who shall supervise and monitor the finances of the
Company and financial reporting of the Company, including working
with the outside auditors of the Company, and Employee hereby
accepts the appointment to serve in each capacity at LTC. During
the term of this Agreement, Employee will be responsible to report
to the Chief Executive Officer and/or the Chairman of the Board of
Directors.
(b) Employee hereby accepts
such appointment subject to the provisions and conditions of this
Agreement.
2. Term of Agreement . This
Agreement shall be for a period of three (3) years if not
sooner terminated pursuant to Section 6 below (the
“Term”). The parties may agree by written amendment to
continue this Agreement after that date on a year to year
basis.
3. Employee’s Duties .
Employee shall devote so much of his time and attention to the
affairs of the Company. Employee shall perform the duties of
Executive Vice President, Chief Financial Officer, and Treasurer
(the “Duties”). Nothing in this Agreement shall
restrict Employee, however from expending his personal time on his
own ventures or investments so long as: (i)
such activities are consistent with
Employee’s Duties with the Company; (ii) such activities
and time commitments do not impair the effective performance of his
Duties for the Company; (iii) such activities do not, directly
or indirectly, compete with the Business of the Company; and
(iv) Employee discloses such activities to the Board of
Directors.
(a) Employee will cooperate with the
Company in any efforts by the Company to obtain a life insurance
policy on the life of Employee for the benefit of the
Company.
4. Company’s
Duties.
(a) The Company shall:
(i) Compensate Employee as set forth
in Section 5 below.
(ii) Furnish the Employee with a
suitable private office, and such equipment, supplies, instruments,
and clerical and staff support as are reasonable and necessary to
fulfil his Duties as set forth in this Agreement.
(iii) Furnish Employee with such
data, materials, documents and other information as are reasonable
and necessary to fulfil his responsibilities and Duties as set
forth in this Agreement.
(iv) Reimburse Employee for all
reasonable out of pocket business expenses he incurs to fulfil the
terms of this Agreement, approved by the Company in accordance with
its policies, rules, standards, and/or procedures governing such
expenses, including without limitation, those for travel, lodging,
food, telephone, facsimile and other electronic voice or data
transmissions. Employee shall submit periodic reports of such
expenses on forms with supporting documentation as the Company
shall prescribe for its executive employees and the Company shall
pay such reimbursement within forty-five (45) days of such
submissions.
(b) The Company, upon approval of
the Board of Directors, may pay additional compensation to Employee
as a member of management and/or for serving on the Board of
Directors beyond that amount set forth in Section 5 below. The
Board may approve such additional compensation if it views such
additional compensation to be in the best interest of, and fair to
the Company. Such additional compensation may be in the form of,
without limitation, stock options, warrants, or performance
bonuses.
5. Compensation .
(a) The Company shall pay Employee,
at a minimum, a base annual salary of $225,000 (“Base
Compensation”) for each of the three (3) years during
the Term of this Agreement. Compensation shall be in bi weekly
installments payable on the 15 th day of the month and last day of
each month, except as the parties may agree to another installment
practice with the consent of the Board of Directors from time to
time. There shall be no adjustment for cost of living increases or
Consumer Price Index increases. This compensation is subject to
Section 5(d) below.
(b) Employee shall be eligible to
participate in coverage under the Company’s employee and
insurance plans or programs and other employee benefit plan or
programs, if any, at least equal to the coverage provided to other
full-time executives of LTC.
(c) Employee may be paid additional
compensation (as a member of management and/or the Board of
Directors) as the Board may approve from time to time pursuant to
Section 4(b) above.
(d) Employee shall be provided with
a Company car on a full time basis to meet his commuting needs. All
associated costs including but not limited to parking, gas, tolls
and insurance shall be covered by the Company.
6. Termination
.
(a) The Term of this Agreement shall
end on the date of the first of the following events to
occur:
(i) Close of business three
(3) years to the date following the execution of this
Agreement.
(ii) Thirty (30) days following
the Board of Director’s receipt of written notice of
Employee’s resignation. Employee shall not deliver any such
notice until the parties have had prior verbal
discussions.
(iii) The date on which or in the
case of (A), (B), the date which is thirty (30) days after the
date on which the Employee shall have received written notice from
the Board of Directors of the Company that it has decided to
terminate his employment for cause, which notice shall specify the
nature of such cause. For purposes of this subsection,
“cause” shall mean any of the following:
(A) Employee’s breach of any
term of this Agreement.
(B) The repeated, deliberate or
intentional failure, refusal, or the habitual neglect of Employee
to perform his Duties to the standard required under this Agreement
(except by reason of short term or long term
disability).
(C) Acts constituting gross
negligence in the performance of Employee’s Duties or any
cause based on criminal misconduct.
(D) An act of dishonesty by Employee
intended to result in gain or personal enrichment of Employee at
the Company’s expense.
(E) In the event that Employee is
unable for a period of one hundred eighty (180) consecutive
days to substantially perform his Duties under this Agreement by
reason of illness or incapacity, the thirtieth (30
th
) day after the
date on which Employee shall have received written notice from the
Board of Directors of the Company that it has decided to terminate
his employment because of such disability.
(F) The date on which the Employee
shall have received written notice form the Board of Directors of
the Company that it has decided to terminate his employment without
cause.
(G) This Agreement shall terminate
automatically upon death of the Employee.
(b) Termination of this Agreement
pursuant to Section 6(a) shall not affect Employee’s
obligations under Sections 7 (Confidentiality), 8 (Restrictive
Covenants), and 10 (Inventions).
(c) In the event of termination
without cause as provided in subsection (F) the Company will
continue to pay the Employee an amount equal to his pay for twelve
month monthly instalments (twelve months salary) or the amount
equal to his pay for the number of monthly instalments remaining
under this Agreement, whichever is less.
7. Confidentiality
.
(a) Employee may now and in the
future have access to, and may be given information with respect to
the special business techniques, concepts, designs, drawings,
ideas, models, inventions, molds, forms, software programs, other
intangible work product and tangible deliverables, patents,
copyrights, trade secrets, other intellectual property, systems,
know-how, financial, accounting and production policies,
procedures, records and infrastructure, lists of customers, and all
other information regarding manufacture, implementation or
distribution of the products, plans and technology (the
“Confidential Information) that are part of or used or useful
in the Business of the Company and its members, employees, agents,
subsidiaries or affiliates , which is no
