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Exhibit 10.1
EXECUTIVE EMPLOYEE AGREEMENT
THIS
EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of January 24, 2007, by and between
TECHNOCONCEPTS INC., a Colorado corporation (the "Company"),
and RICHARD HAHN, an individual ("Employee").
RECITALS
A.
The
Company desires to employ Employee upon the terms and subject
to the conditions contained in this Agreement.
B.
Employee
desires to be hired and employed by the Company upon the terms
and subject to the conditions contained in this
Agreement.
TERMS AND CONDITIONS
NOW,
THEREFORE, the parties hereto agree as follows:
Employment .
The Company hereby agrees to employ Employee, and Employee hereby
agrees to be employed by the Company, upon the terms and subject to
the conditions set forth herein and to the established policies of
the Company including (but not limited to) the Company’s
Employee Manual. Employee shall serve the Company as its
CHIEF
OPERATING OFFICER, with authority regarding the management and
supervision of the Company's affairs commensurate with his
position, subject at all times to the Bylaws of the Company and the
direction and control of the Company's Board of Directors and
officers senior to Employee. Employee agrees to perform Employee's
duties hereunder as a full-time employee in an efficient, faithful
and businesslike manner and shall conduct himself/herself at all
times during the term of this Agreement in a manner which does not
damage or otherwise adversely reflect upon the business reputation
and integrity of the Company.
Term and Termination .
2.1
Term .
Subject to the provisions of Section 2.2 hereof, the term of this
Agreement shall commence as of January 24, 2007
(“Commencement Date”) and shall thereafter be
terminable "at will" by either party to this
Agreement.
2.2
Other Termination .
Notwithstanding the provisions of Section 2.1 hereof, this
Agreement shall also terminate and cease: (i) as of the date that
Employee dies, or (ii) as of the date that Employee becomes unable
or unwilling to perform Employee's duties under this Agreement for
a continuous period of at least 90 days or 90 days within any
180-day period by reason of any medically determinable physical or
mental impairment.
Annual Salary .
The Company agrees to pay Employee $5,538.46 upon execution of this
Agreement and then a base salary of $13,333.33 per month, for a
projected annual compensation of $160,000, for the services to be
rendered by Employee hereunder. Employee's salary shall be payable
in accordance with the Company's established payroll policy,
subject to customary withholding and employment taxes; provided,
however, that the Company's duties and obligations under this
Section 3 shall immediately cease on and as of the date that this
Agreement is terminated pursuant to Section 2 hereof.
Notwithstanding the foregoing, the Company agrees to pay Employee
any accrued but unpaid salary through the date that this Agreement
is terminated. Employee's salary may be adjusted from time to time
in the sole discretion of the Company.
4.
Bonuses .
In addition to Employee's annual base salary, Employee shall be
eligible for an annual discretionary bonus, in a range from zero
(0) up to 25% of his base salary. The amount of the annual
discretionary bonus is, if any, in the sole discretion of the Board
of Directors and shall be based upon the Employee's personal
performance during the calendar year, including the following
factors:
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Establish
a Realistic budget and conformance to the budget.
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Application
Engineering Support
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Technical
documentation preparation and maintenance of those
documents
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5.
Employment Benefits .
5.1
Benefit Plan .
Thirty (30) days after the Commencement Date of this Agreement,
Employee shall be entitled to participate, subject to any rules and
conditions and applicable laws and regulations, in any medical,
dental, life insurance, disability insurance, pension and/or 401(k)
plan established and operated by the Company, for the benefit of
senior executives of the Company and their dependents. Any such
plan may be changed from time to time in the sole discretion of the
Company.
5.2
Paid Time Off .
During the term of Employee's employment hereunder, Employee shall
be entitled to fourteen (14) days annually of paid vacation and six
(6) days of sick leave in accordance with the Company's then
vacation and sick days policies, practices and procedures. The
fourteen (14) days of paid vacation shall accrue monthly each year.
The maximum number of days of paid vacation which Employee shall be
entitled to accrue during the term of Employee's employment
hereunder shall be twenty-eight (28) days. Sick leave may accrue up
to eighteen (18) days during the life of this Agreement, but if not
used before the termination of this Agreement, Employer shall not
be obligated to pay Employee for any unused sick
leave.
5.3
Reimbursement of Expenses .
During the term of Employee's employment hereunder, Employee shall
be promptly reimbursed by the Company for Employee's reasonable
travel, entertainment and other incidental expenses incurred on
business of the Company and also for Employee’s reasonable
medical expenses, in lieu of the Company’s medical benefit
plan, upon the submission by Employee of such vouchers or other
proof and when approved in accordance with the practices now
existing at the Company or in accordance with such practices as may
hereafter be changed from time to time by the Company.
6.
Grant of Options .
Effective as of the Commencement Date, the Company agrees to
recommend to the Board of Directors to grant Employee incentive
stock options covering an aggregate of two hundred thousand
(200,000) shares of the common stock of TechnoConcepts Inc., with a
vesting schedule of -
100,000
shares on execution of this agreement;
50,000
on the first anniversary of this agreement;
50,000
on the second anniversary of this agreement; -
and
at an exercise price to be determined and pursuant to the
TechnoConcepts 2005 Equity Incentive Plan, as adopted by the
Company’s Board of Directors, and which shall be
considered to be incorporated herein by this
reference.
7.
Severance Benefits .
Effective ninety (90) days after the Commencement Date, in the
event that the Company terminates its employment of Employee
pursuant to the provisions of Section 2.1 hereof for any reason
other than For Cause (as defined in Section 7.1 hereof) or Employee
terminates Employee's employment with Company for Good Reason (as
defined in Section 7.2 hereof), the Company agrees to pay Employee,
as severance benefits, an amount equal to three (3) times
Employee's then monthly base salary, which amount shall be payable
in three (3) equal monthly installments, commencing one month after
the date of said termination and continuing on the same day of each
calendar month thereafter until paid in full. Employee shall remain
eligible to participate in the Company’s benefit plan (other
than pension and/or 401(k) plan) during the severance
period.
7.1
For Cause .
For purposes of this Agreement, the Company shall be deemed to have
terminated Employee's employment with it pursuant to Section 2.1 of
this Agreement "For Cause" if the Company shall have involuntarily
terminated Employee's employment with it because: (i) Employee
shall have willfully breached a material term of this Agreement;
(ii) Employee shall have been repeatedly or have been habitually
intoxicated or under the influence of drugs while on the premises
of the Company or while performing any of the Employee's normal
duties or responsibilities on behalf of the Company; (iii) Employee
shall have been convicted of a violation of law involving moral
turpitude or a felony; (iv) Employee shall have embezzled any
property belonging to the Company or shall have willfully injured
the Company or any of the Company's tangible or intangible
property; (v) Employee shall have engaged in other willful
misconduct in the performance of Employee's normal duties or
responsibilities on behalf of the Company, which other willful
misconduct shall have materially and adversely affected the
business or reputation of the Company.
7.2
Resignation for Good Reason .
For purposes
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