|
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment Agreement is entered
into and effective this 29th day of December 2006 between Axion
Power International, Inc., a Delaware corporation, having a place
of business at 3601 Clover Lane, New Castle Pennsylvania (the
"Company") and Edward Buiel of New Castle, Pennsylvania, (the
"Executive").
WHEREAS, the Company is engaged
in the ongoing development of a novel technology for a
supercapacitor/battery hybrid that replaces the lead-based negative
electrode in a lead-acid battery with a highly permeable nanoporous
carbon electrode; and
WHEREAS, the Company is desirous
of making appropriate arrangements for the long term management and
continued development of its technology; and
WHEREAS, the Company is desirous
of retaining the Executive to serve as its Vice President and Chief
Technology Officer on the conditions set forth herein for the
entire term of this Agreement, and
WHEREAS, in such capacity, the
Executive will have access to all of the business methods and
confidential information relating to the Company and its business
activities including, but not limited to, its proprietary
techniques and technologies, its operational and financial matters,
its business and financial and development plans, its personnel
training and development programs and its industry
relationships.
NOW THEREFORE, in consideration
of the promises and of the mutual covenants and agreements herein
contained, the parties hereto agree as follows:
1. Executive Representations and
Warranties. The Executive represents and
warrants to the Company that he is free to accept employment
hereunder and that he has no prior or other obligations or
commitments of any kind to anyone that would in any way hinder or
interfere with his acceptance of, or the full, uninhibited and
faithful performance of this Agreement, or the exercise of his best
efforts as an officer of the Company.
2. Employment and
Duties. The Company shall employ the
Executive as its Vice President and Chief Technology Officer, or
such other comparable executive capacity as the Board of Directors
of the Company shall specify from time to time. The Executive will
work from the Company's office in New Castle Pennsylvania. If an
electrode manufacturing plant or corporate headquarters facility is
established elsewhere in the Northeast the Executive will work from
the newly established facility, provided that regular travel to the
Company’s New Castle facilities will be expected. The
Executive’s initial responsibilities shall include all of the
duties and responsibilities described below:
|
·
|
Collaborate with the Senior Management Team in
the development of an overall business plan for Axion. This should
include the development of operational plans and modifications to
existing battery production lines to produce Axion’s e
3 Supercell with minimal capital expenditure.
|
|
·
|
Work to identify profitable product lines for
value added lead-acid battery products that will augment the lead
acid battery products already being built at New Castle
and,
|
|
·
|
Develop a commercialization strategy for Axion
hybrid devices that includes activated carbon supply, electrode
production, negative electrode assembly, and device
assembly.
|
|
·
|
Ensure that proper testing, reports, product
evaluation, and any other necessary R&D activities are
conducted effectively and efficiently.
|
|
·
|
Work to assure that manufacturing operations
achieve business plan goals. This cooperative endeavor includes
ensuring all necessary functions are planned appropriately and are
completed when necessary.
|
|
·
|
Write and distribute to the BOD a monthly report
outlining the key events and challenges that need to be overcome so
that Axion can meet its established goals. Include status with
respect to goals; important test results; product improvement
opportunities; key commercialization status and challenges;
resource requirements; general organizational health, and any other
key information that is deemed of interest to the BOD.
|
|
·
|
Provide coaching and training for all Axion
employees to ensure Axion goals are achieved and that clear
consistent communication is maintained at all times.
|
|
·
|
Collaborate with the Management Team to develop
effective manufacturing processes and line extensions in support of
new value-add lead-acid battery products and line extensions,
assuring market feedback is incorporated into all.
|
|
·
|
Ensure process quality and proper quality control
measures are adopted for all product development and manufacturing
efforts.
|
|
·
|
Support fund raising activities whereever
necessary.
|
|
·
|
Support, encourage, and lead intellectual
property development within the organization.
|
|
·
|
Ensure that all elements of a safety program are
developed and ensure that a safe working environment is maintained
for all employees at all times.
|
In addition, the Executive shall, perform such
other mutually agreeable functions and duties as the Board of
Directors or chief executive officer may entrust, delegate or
assign to him from time to time.
3. Conduct of
Executive. During the entire Term of this
Agreement, the Executive shall devote his full business time,
effort, skill and attention to the affairs of the Company and its
subsidiaries, will use his best efforts to promote the interests of
the Company, and will discharge his responsibilities in a diligent
and faithful manner, consistent with sound business practices.
During the entire Term of this Agreement, the Executive shall agree
to serve as a member of the Company’s
Board of Directors if appointed to such position
by the board of directors or elected to such position by the
shareholders of the Company. In furtherance of the
foregoing:
(a) The Executive
understands and agrees that he owes the Company a fiduciary duty,
without limiting any other obligations or requirements that are
imposed on the Executive by this Employment Agreement or by law. As
such, the Executive shall occupy a position of and commit to the
highest degree of trust, loyalty, honesty and good faith in all of
his dealings with and on behalf of the Company.
(b) The Executive
represents that his employment by the Company will not conflict
with any obligations which he has to any other person, firm or
entity. The Executive specifically represents that he has not
brought to the Company, and he will not bring to the Company, any
materials or documents of a former or present employer, or any
confidential information or property of any other person, firm or
entity.
(c) The Executive
shall not, without disclosure to and approval of the Board of
Directors of the Company, directly or indirectly, assist or have an
active interest in (whether as a principal, stockholder, lender,
employee, officer, director, partner, consultant or otherwise) in
any person, firm, partnership, association, corporation or business
organization, entity or enterprise that competes with or is engaged
in a business which is substantially similar to the business of the
Company except that ownership of not more than 1% of the
outstanding securities of any class of any publicly-held
corporation shall not be deemed a violation of this sub-paragraph
3(c).
(d) The Executive
shall promptly disclose to the directors of the Company, in
accordance with the Company’s policies, full information
concerning any interests, direct or indirect, he holds (whether as
a principal, stockholder, lender, Executive, director, officer,
partner, consultant or otherwise) in any business which, as
reasonably known to the Executive purchases or provides services or
products to the Company or any of its subsidiaries, provided that
the Executive need not disclose any such interest resulting from
ownership of not more than 1% of the outstanding securities of any
class of any publicly-held corporation.
(e) The Executive
shall not disclose to any person or entity (other than to the
Company’s Board of Directors or to others as required, in his
judgment, in the due performance of his duties under this
Agreement) any confidential or secret information with respect to
the business or affairs of the Company or any of its subsidiaries
or affiliates.
For a period of one year after termination for
cause, the Executive shall not engage in any business or activity
that seeks to develop or commercialize a lead-acid
battery/supercapacitor hybrid device technology that would be
directly competitive with the business of the Company, including
the activities described above. Notwithstanding the generality of
the foregoing, nothing in this Agreement shall be deemed to
preclude the Executive from participating in other business
opportunities if and to the extent that (i) such business
opportunities are not directly competitive with the business of the
Company, (ii) the Executive’s activities with respect to such
opportunities do not have a material adverse
effect on the performance of the
Executive’s duties hereunder, and (iii) the Executive’s
activities with respect to such opportunity have been fully
disclosed in writing to the Company’s Board of
Directors.
4. Conditions of
Employment.
(a) Term of
Employment. Unless terminated earlier in accordance with the
provisions of this Agreement, the Company agrees to employ the
Executive for a four-year period commencing on December 30, 2006
and terminating on December 29, 2010 (the "Term"). On or before
September 30, 2010, the Company and the Executive shall open
negotiations for a mutually acceptable renewal contract. In the
absence of a renewal contract, this agreement shall be
automatically renewed for an additional two-year term.
(b) Place of
Employment. The Executive shall occupy offices at the
Company’s New Castle facilities. The Executive may be
required to relocate from this business location should a carbon
electrode or corporate headquarters facility be established at some
future time in the Northeastern United States. The Executive
expressly agrees that regular travel shall be necessary as part of
his duties.
(c) Ownership of
Company Records and Reports. The Executive shall not, except
in the performance of his duties hereunder, at any time or in any
manner make or cause to be made any copies, pictures, duplicates,
facsimiles, or other reproductions or recordings or any abstracts
or summaries of any reports, studies, memoranda, correspondence,
manuals, records, plans or other written or otherwise recorded
materials of any kind whatever belonging to or in the possession of
the Company, or of any subsidiary or affiliate of the Company,
including but not limited to materials describing or in any way
relating to the Company’s business activities including, but
not limited to, its proprietary techniques and technologies, its
operational and financial matters, its business and financial and
development plans, its personnel training and development programs
and its industry relationships. The Executive shall have no right,
title or interest in any such material, and the Executive agrees
that, except in the performance of his duties hereunder, he will
not, without the prior written consent of the Company remove any
such material from any premises of the Company, or any subsidiary
or affiliate of the Company, and immediately upon the termination
of his employment for any reason whatsoever Executive shall return
to the Company all such material in his possession.
(d) Company's
Trade Secrets . Without the prior written consent of the
Company, the Executive shall not at any time (whether during or
after his employment with the Company) use for his own benefit or
purposes or for the benefit or purposes of any other person, firm,
partnership, association, corporation or business organization,
entity or enterprise, or disclose in any manner to any person,
firm, partnership association, corporation or business
organization, entity or enterprise, except in the performance of
his duties hereunder, any trade secrets, or any information data,
know-how or knowledge constituting trade secrets belonging to, or
relating to the affairs of the Company, or any subsidiary, former
subsidiary, or affiliate of the Company.
(e) Inventions,
Copyrights. Trademarks . The Executive shall promptly
disclose to the Company (and to no one else) all improvements,
discoveries, ideas and inventions that
may be of significance to
the Company, or any subsidiary or affiliate of the Company, made or
conceived alone or in conjunction with others (whether or not
patentable, whether or not made or conceived at the request of or
upon the suggestion of the Company or any subsidiary or affiliate
of the Company during or out of his usual hours of work or in or
about the premises of the Company or elsewhere) while in the employ
of the Company or of any subsidiary or affiliate of the Company, or
made or conceived within one year after the termination of his
employment by the Company or of any subsidiary or affiliate of the
Company if resulting from, suggested by or relating to such
employment. All such improvements, discoveries, ideas and
inventions shall be the sole and exclusive property of the Company
and are hereby assigned to the Company. At the request of the
Company and at its cost, the Executive shall assist the Company, or
any person or persons from time to time designated by it, to obtain
the copyright, trademark and/or grant of patents in the United
States and/or in such other country or countries as may be
designated by the Company, covering such improvements, discoveries,
ideas and inventions and shall in connection therewith and in
connection with the defense of any patents execute such
applications, statements or other documents, furnish such
information and data and take all such other action (including, but
not limited to, the giving of testimony) as the Company may from
time to time reasonably request.
5. Compensation.
The Company shall compensate the Executive for all
services to be rendered by him during the Term as
follows:
(a) The Executive
shall receive a salary of $14,000 per month for services rendered
during the first year of its term. The increase in the
Executive’s salary to $14,000 per month shall be retroactive
to October 1, 2006. The Executive’s Salary shall be reviewed
on a annual basis and subject to renegotiation based on the
performance of the Executive and the Company.
(b) The Executive
shall participate in any executive compensation plans adopted by
the shareholders of the Company; provided, however, that the
discretionary authority to de
|
