Exhibit
10.2
Employment Agreement
THIS EMPLOYMENT AGREEMENT dated as of April
19th, 2007 (the "Agreement"), is by and between New NRG Inc., a
Delaware corporation (the "Company"), and J. Greig (the
"Executive").
WHEREAS , the Executive is currently
employed by Company under contract signed September 25, 2001.
The business of the Company has undergone a substantial
restructuring and refocus since the original employment contract
was signed in 2001. Therefore it is believed to be in the
best interest of both parties that a new agreement for the
services of the Executive is entered into in order to reflect
the changes in the nature of the Company's operations.
WHEREAS , the parties hereto desire to
enter into an agreement for the Company's employment of the
Executive on the terms and conditions contained in this
Agreement;
NOW, THEREFORE , for and in consideration
of the premises and the mutual covenants and agreements
contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
Employment . The Company shall
employ the Executive, and the Executive accepts employment with the
Company upon the terms and conditions set forth in this
Agreement.
2.
Position and Duties .
(a)
The Executive shall serve as Chairman of the Board
of Directors and Chief Strategic Officer (CSO) of the Company and
shall have the usual and customary duties, responsibilities and
authority of a Chairman, subject to the power of the Board of
Directors of the Company (the "Directors") to expand or limit such
duties, responsibilities and authority, except as otherwise
outlined herein.
(b)
The foregoing restrictions shall not limit or
prohibit the Executive from engaging in investment, business
ventures and community, charitable and social activities not
interfering with the Executive's performance and obligations
hereunder. Unless otherwise agreed to in writing between the
Company and the Executive, the Executive may engage in other active
business endeavors, ventures and investments, including those that
may compete with the Company provided that the Executive inform the
company of any such instance where possible competition could
exist. In the case of competition, Executive shall recuse himself
from voting or negotiating on behalf of either endeavor and shall
inform the company about the conflict.
(c)
As Chief Strategic Officer, the Executive shall
work with the CEO and
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other executive officers to provide quarterly
and annual strategic reports about the state of the market and
possible strategic changes for the company. The CSO shall
deliver quarterly and annual reports to the board about the
current strategy and methods to improve such strategy. As
CSO, Executive shall have access to all corporate records at all
sites at all times. The CSO shall manage the Research and
Development Department and will report directly to the Board of
Directors. The CSO shall have full authority to request
reports from any and all operational and Executive department
heads in order to fully comply with his mandate. The CSO
shall also be intimately involved with any and all funding needs
and requests of the company in formulating, negotiating and
implementing that funding internally.
3.
Base Salary and Benefits .
(a)
The Executive's base salary shall be not less than
$180,000 per annum or such higher rate as this contract may
designate from time to time (the " Base Salary "), which
Base Salary shall be payable in regular installments in accordance
with the Company's general payroll practices and subject to
withholding and other payroll taxes. Such base salary shall
increase incrementally at the same rate as the Consumer Price Index
(CPI) of the previous year.
(b)
In addition, the Executive shall be eligible to
receive annual incentive payments, in the form of either cash or
stock or both as outlined in Appendix A attached hereto, based on
the achievement of short-term and long-term growth and
profitability goals, which goals shall be agreed upon annually by
the Executive and by the Directors. The goals shall be
established not later than the last day of the Company's fiscal
year with respect to the immediately succeeding fiscal year.
Further, the Executive shall be eligible to receive
additional bonuses at the discretion of the Directors. Permanent
bonuses shall be elaborated in Appendix A to this agreement.
(c)
The Company shall reimburse the Executive for all
reasonable expenses incurred by him in the course of performing his
duties under this Agreement which are consistent with the Company's
policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company's
requirements with respect to reporting and documentation of such
expenses.
(d)
In addition, the Executive shall be entitled to (i)
participate in all Company stock incentive, savings and retirement
programs; (ii) participate in all welfare benefit programs provided
by the Company, including but not limited to, provision for or
reimbursement of, health insurance for himself and all dependants,
life insurance, short- and long-term disability coverage, and
retirement programs; (iii) fringe benefits and perquisites
available generally to other executives of the Company,
specifically the leasing of a vehicle equivalent to his status;
(iv) paid vacation of a duration applicable generally to other
executives of the Company, but not less than 4 weeks paid vacation
annually; and (v) suitable office space, furnishings and
secretarial assistance; and (vi) travel and accommodations in a
first class manner and at hotels of at least 4 stars or better, if
the company provides fractional air ownership or private air
service, Executive shall have the rights to participate in such
program.
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(e)
The Company shall hold harmless, fully indemnify
and defend Executive, to the fullest extent from and against any
and all liabilities of any nature or kind arising out of the
performance of Executive's duties as an agent, trustee, employee or
in any other capacity in which Executive is associated with the
Company. All expenses incurred by Executive in defending any
action, suit or proceeding subject to this Section 3(e) shall be
paid by the Company in advance of the final disposition thereof
upon receipt of an undertaking by the Executive to repay such
amount if it shall be ultimately determined that the Executive is
not entitled to be reimbursed by the Company under applicable
law.
4.
Employment Period .
(a)
The Employment Period shall begin on April 30, 2007
and end on April 30, 2012; provided, however, that (i) the
Employment Period shall terminate prior to such date upon the
Executive's resignation, death or Disability (as defined below); or
(ii) the Employment Period may be terminated by the Company at any
time prior to such date for Cause (as defined below).
(i)
"Disability" means any long-term disability or
incapacity which renders the Executive unable to substantially
perform his duties hereunder for 120 days during any 12-month
period or would reasonably be expected to render the Executive
unable to substantially perform his duties for 120 days during any
12-month period, in each case as determined by the Directors in
their good faith judgment.
(ii)
"Cause" means (i) the repeated failure by the
Executive to observe material Company policies, (ii) gross
negligence or willful misconduct by the Executive in the
performance of his duties, (iii) the
finding of any lawful court of the United States of the commission
by the Executive of any act of fraud, theft or financial dishonesty
with respect to the Company.
(iii)
"Resignation" means the premature termination by
Executive of his position ad this contract. Such Resignation will
require a 6 month written notice to the Board of Directors stating
the reason for such resignation.
(b)
If the Employment Period is terminated by the
Company for Cause, or by reason of the Executive's resignation, or
death, the Executive shall be entitled to receive his Base Salary
and any incentives or bonuses earned pursuant to Section 3(b) of
this Agreement only to the extent such amount has accrued through
the date of termination. If the Employment Period is terminated by
the company due to Disability, employee shall receive his normal
base salary during the disability
