Exhibit 10.66
Employment Agreement
CONFIDENTIAL
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and
entered into on the 13th day of June, 2007 by and between
Syntroleum Corporation, a Delaware corporation (the
“Company”), and Ms. Karen L. Gallagher, an
individual (the “Employee”).
WHEREAS, the
Company desires to enter into an employment relationship with
Employee and Employee is willing to accept such employment on the
terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the Company and Employee hereby agree as
follows.
1.
Employment and Duties . The Company employs Employee in the
capacity of Senior Vice President and Principal Financial Officer
, or in such other position as the Company may request of
the Employee. Employee’s initial duties and responsibilities
are set forth in Exhibit A hereto. Employee hereby accepts
such employment, on the terms and conditions hereinafter set forth.
Employee agrees to perform such duties and responsibilities
(including reasonable travel) and hold such offices as may be
reasonably assigned to Employee from time to time by the Company
and to devote substantially Employee’s full business time,
energies and best efforts to the performance thereof to the
exclusion of all other business activities, except any activities
disclosed to the Company in advance and consented to by the
Company. Company hereby consents to Employee maintaining her
part-time tax practice so long as said tax practice does not
interfere with her performing her duties and responsibilities to
the Company and does not involve the Company in controversy or
adversely affect the Company’s reputation in the community
and industry; such determination to be at the sole discretion of
the Company. Employee agrees to maintain her certification as a
certified public accountant. Employee shall be a member of the
Company’s executive committee and as such shall conduct
herself with the highest standards of integrity and
professionalism, including those relating to maintenance of
confidential information, duty to inform her supervisor, and duty
to report to the Company’s Audit Committee and Board of
Directors. Any changes to the Employee’s position with the
Company, salary, incentive compensation or other benefits shall not
be valid unless in writing and executed by both the Company and
Employee and approved by the Board of Directors or appropriate
committee of the Board of Directors.
2.
Compensation . As compensation for the services to be
rendered by Employee to the Company pursuant to this Agreement,
Employee shall be paid the following compensation and other
benefits.
(a) Salary in the amount of $175,000 per year, payable in
equal bi-weekly installments in arrears, or such higher
compensation as may be established, but not guaranteed, by the
Company from time to time. Payments of salary shall be made in
accordance with the Company’s usual payroll procedures.
Syntroleum — Employment Agreement
CONFIDENTIAL
(b) Employee shall be eligible to participate, to the extent
Employee may be eligible, in any group medical and hospitalization,
retirement, life insurance or other employee benefit plans which
the Company may from time to time offer to its similarly situated
employees. All group insurance provided to Employee shall be in
such form and provide such coverage as is provided to other
similarly situated employees of the Company.
(c) All
compensation payments to Employee shall be made subject to normal
deductions therefrom, including federal and state social security
and withholding taxes.
3.
Expenses . The Company shall reimburse Employee for
Employee’s actual out-of-pocket expenses incurred in
accordance with Company policy in carrying out Employee’s
duties hereunder in the conduct of the Company’s business,
including reasonable costs of continuing education to maintain
Employee’s certification as a certified public accountant,
which expenses shall be limited to ordinary and necessary items and
which shall be supported by vouchers, receipts or similar
documentation submitted in accordance with the Company’s
expense reimburse policy and as required by law.
4.
Vacations and Leave . Employee shall be entitled to four
(4) weeks paid vacation per year which shall be administered
in accordance with the Company’s policies in effect from time
to time.
5.
Non-Disclosure of Confidential Information .
(a) Employee acknowledges that in and as a result of
Employee’s employment by the Company, Employee will be making
use of, acquiring, and/or adding to the Company’s Trade
Secret Information. Except as required in the performance of
Employee’s duties under this Agreement, Employee will not use
any Trade Secret Information of the Company for Employee’s
own benefit or purposes, including but not limited to
Employee’s discussions with the Company concerning the terms
and conditions of Employee’s employment with the Company, or
disclose to third parties, directly or indirectly, any Trade Secret
Information of the Company, either during or after Employee’s
employment with the Company.
(b) As
used in this Agreement, “Trade Secret Information”
means information, including any areas of business focus for the
Company, business strategy, research and development activities,
business plans, budgets, formula, pattern, compilation, program,
device, method, technique or process, that: (i) derives
independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper
means by other persons who can obtain economic value from its
disclosure or use, and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. For
purposes of this Agreement, “Trade Secret Information”
includes both information disclosed to Employee by the Company and
information developed by Employee in the course of Employee’s
employment with the Company. The types and categories of
information which the Company considers to be its Trade Secret
Information include, without limitation: (a) specifications,
descriptions, designs, dimensions, content (including chemical
composition) and tolerances of products, parts and components;
(b) plans, blueprints, design packages, construction, part and
assembly drawings and diagrams; (c)
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Syntroleum — Employment Agreement
CONFIDENTIAL
design, construction and component costs and cost estimates;
(d) the existence, terms or conditions of any agreements
(including license agreements) between the Company and any third
party; (e) computer programs (whether in the form of source code,
object code or any other form, including software, firmware and
programmable array logic), formulas, algorithms, methods,
techniques, processes, designs, specifications, diagrams, flow
charts, manuals, descriptions, instructions, explanations,
improvements, and the ideas, systems and methods of operation
contained in such programs; (f) information concerning or
resulting from research and development work planned, in progress,
or performed by the Company; (g) information concerning the
Company’s management, Board of Directors, insurance status,
human resources, financial condition, financial operations,
purchasing activities, sales activities, marketing activities and
business plans; (h) information acquired or compiled by the
Company concerning actual or potential customers; and (i) all
other types and categories of information (in whatever form) with
respect to which, under all the circumstances, Employee knows or
has reason to know that the Company intends or expects secrecy to
be maintained and as to which the Company has made efforts to
maintain its secrecy.
(c) In
the event that Employee is requested or required by applicable law
or by deposition, interrogatory, request for documents, subpoena,
civil investigative demand or similar process to disclose any of
the Company’s Trade Secret Information, Employee shall
provide the Company with prompt written notice of such request or
requirement prior to making the requested disclosure, and shall
cooperate with the Company so that the Company may seek to protect
the proprietary nature of such Trade Secret Information through
available procedures, including a protective order or other
appropriate remedy.
(d) The
Company may also advise Employee from time to time as to
restrictions upon the use or disclosure of specified information
which has been licensed or otherwise disclosed to the Company by
third parties pursuant to license or confidential disclosure
agreements which contain restrictions upon the use or disclosure of
such information. Employee agrees to abide by the restrictions upon
use and/or disclosure contained in such agreements.
(e) Employee has not and will not use or disclose to the
Company any confidential or proprietary information belonging to
others without the written consent of the person to whom such
information is confidential, and Employee represents that
Employee’s employment with the Company will not require the
use of such information or the violation of any confidential
relationship with any third party.
6.
Other Property of the Company . All documents, encoded
media, and other tangible items provided to Employee by the Company
or prepared, generated or created by Employee or others in
connection with any business activity of the Company are the
property of the Company. Upon termination of Employee’s
employment with the Company, Employee will promptly deliver to the
Company all such documents, media and other items in
Employee’s possession, including all complete or partial
copies, recordings, abstracts, notes or reproductions of any kind
made from or about such documents, media, items or information
contained therein. Employee will neither have nor claim any right,
title or interest in any trademark, service mark or trade name
owned or used by the Company.
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Syntroleum — Employment Agreement
CONFIDENTIAL
7.
Inventions and Works of Authorship .
(a) Employee agrees to assign and hereby irrevocably assigns
to the Company all of Employee’s right, title and interest in
and to any and all Inventions and Works of Authorship made,
generated or conceived by Employee during the period of
Employee’s employment with the Company, and Employee agrees
to and shall promptly disclose all such Inventions and Works of
Authorship to the Company in writing. As used herein,
“Invention” means any discovery, improvement,
innovation, idea, formula, or shop right (whether or not
patentable, whether or not put into writing and whether or not put
into practice) made, generated or conceived by Employee (whether
alone or with others) while employed by the Company. For purposes
of this Agreement, any discovery, improvement, innovation, idea,
formula, or shop right (whether or not patentable, whether or not
put into writing and whether or not put into practice) relating
directly or indirectly to the business of the Company or to the
Company’s actual or demonstrably anticipated business,
research or development with respect to which Employee files a
patent application within two years after termination of employment
with the Company shall be presumed to be an Invention. As used
herein, “Work of Authorship” means any original work of
authorship within the purview of the copyright laws of the United
States of America, and both the Company and Employee intend and
agree that all Works of Authorship created by Employee in the
course of his employment with the Company will be and shall
constitute works made for hire within the meaning and purview of
such copyright laws.
(b) Employee will execute and assign any and all applications,
assignments, and other documents and will render all assistance
which may be reasonably necessary for the Company to obtain patent,
copyright, or any other form of intellectual property protection
with respect to all Inventions and Works of Authorship in all
countries and will cooperate with Syntroleum as reasonable
necessary to enforce any such intellectual property protection. The
Company will pay Employee $200 for each patent issued to the
Company upon which Employee’s name appears as an
inventor.
(c) The
provisions of this Section 7 do not apply to an invention for
which no equipment, supplies, facility or Trade Secret Information
of the Company was used and which was developed entirely on
Employee’s own time, and which does not relate
(i) directly or indirectly to the business research or
development of the Company, or (ii) to the Company’s
actual or demonstrably anticipated business, research or
development. A reasonable determination of the applicability of
Section 7(a) to an Employee’s invention shall be made by
Syntroleum after the Employee submits notification in writing of
the invention. Said notice shall include adequate detail for
Syntroleum to evaluate the invention. Said notice shall include
adequate detail for Syntroleum to evaluate the invention.
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Syntroleum — Employment Agreement
CONFIDENTIAL
8.
Limited Covenants .
(a)
Non-Solicitation of Customers/Licensees — Employee
further acknowledges that, while employed by the Company, he will
have contact with and become aware of the Company’s customers
and licensees and their respective representatives, including their
names and addresses, specific needs and requirements, as well as
leads and references to prospective customers and licensees.
Employee further acknowledges that loss of such customers or
licensees would cause the Company great and irreparable harm.
Employee agrees that for a period of one year following termination
of Employee’s employment with the Company for any reason,
voluntarily or involuntarily, Employee will not directly or
indirectly solicit, contact, call upon, communicate with or attempt
to communicate with any customer or licensee, former customer or
licensee, or prospective customer or licensee of the Company known
to the Employee for the purpose of selling, installing,
implementing, or modifying any Competing Product. This restriction
shall apply to any customer or licensee, former customer or
licensee, or prospective customer or licensee of the Company,
whether Employee had direct contact or not.
(b)
Non-Solicitation of Company Employees — The Employee
agrees that for as long as he is employed by the Company and for a
period of one year after termination of Employee’s employment
with the Company for any reason, voluntarily or involuntarily,
Employee will not solicit, recruit, hire or attempt to solicit,
recruit or hire, directly or by assisting others, any other
employee of the Company.
(c) “Competing Product” and “contact”
defined. As used in this Agreement, (i) “Competing
Product” means any product (including, without limitation,
any chemical formula or process) which is or may be marketed in
competition with any product marketed or under development by the
Company at any time, and (ii) “contact” means
interaction between Employee and a customer or licensee, former
customer or licensee, or prospective customer or licensee of the
Company, which takes place to further any business relationship; or
performing services for the customer or licensee, former customer
or licensee, or prospective customer or licensee.
9.
Reasonableness of Restrictions .
(a) Employee expressly acknowledges that he has carefully read
and considered the provisions of Sections 5, 6, 7, and 8, and,
having done so, agrees that the restrictions set forth in these
Sections, including, but not limited to, the time periods and
geographic areas of restriction are fair and reasonable and are
reasonably required for the protection of the interests of the
Company and its officers, directors, shareholders and other
employees.
(b) In
the event that, notwithstanding the foregoing, any of the
provisions of Sections 5, 6, 7, and 8 shall be held to be
invalid or unenforceable, the remaining provisions thereof shall
nevertheless continue to be valid and enforceable as though the
invalid or unenforceable parts had not been included therein. In
the event that any provision of Sections 5, 6, 7 and 8
relating to the time period and/or the areas of restriction and/or
related aspects shall be declared by a court of competent
jurisdiction to exceed the maximum restrictiveness such court deems
reasonable and enforceable, the time period and/or areas of
restriction and/or related aspects deemed reasonable and
enforceable by the court shall become and thereafter be the maximum
restriction in such regard, and the restriction shall remain
enforceable to the fullest extent deemed reasonable by such
court.
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Syntroleum — Employment Agreement
CONFIDENTIAL
10.
Requests for Clarification . In the event Employee is
uncertain as to the meaning of any provision of this Agreement or
its application to any particular information, item or activity,
Employee will inquire in writing to the Company, specifying any
areas of uncertainty. The Company will respond in writing within a
reasonable time and will endeavor to clarify any areas of
uncertainty, including such things as whether it considers
particular information to be its Trade Secret Information or
whether it considers any particular activity or employment to be in
violation of this Agreement.
11.
Remedies . In the event of a breach or threatened breach of
any of the covenants in Sections 5, 6, 7 and 8, the Company
shall have the right to seek monetary damages and equitable relief,
including specific performance by means of an injunction against
Employee or against Employee’s partners, agents,
representatives, servants, employers, employees, family members
and/or any and all persons acting directly or indirectly by or with
him, to prevent or restrain any such breach.
12. Term
and Termination .
(a) The
term of this Agreement shall be until August 15, 2007. The
period from execution of this Agreement until August 15, 2007
shall constitute Employee’s Probationary Period.
Notwithstanding any other provision hereof, the Company may
terminate this Agreement for any reason on or before
August 15, 2007 with no obligations to Employee pursuant to
Sections 12(f) or 13. Should this Agreement continue after the
Probationary Period, this Agreement shall thereafter be for a term
of 12 months from the Agreement Effective Date hereof, unless
sooner terminated as provided herein, and shall thereafter be
automatically renewed for successive terms of 12 months each
unless sooner terminated as provided herein.
(b) Employment of Employee under this Agreement may be
terminated:
(i) by
the Company upon the death of Employee.
(ii) by the Company if Employee becomes disabled. For the
purposes of this Agreement, Employee will be deemed disabled if he
(i) has been declared legally incompetent by a final court
decree (the date of such decree being deemed to be the date on
which the disability occurred), or (ii) receives disability
insurance benefits from any disability income insurance policy
maintained by the Company for a period of three consecutive months,
or (iii) has been found to be disabled pursuant to a
disability determination. A “disability determination”
means a finding that Employee, because of a medically determinable
disease, injury, or other mental or physical disability, is unable
to perform substantially all of his regular duties to the Company
and that such disability is
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Syntroleum — Employment Agreement
CONFIDENTIAL
determined or
reasonably expected to last at least six months. The disability
determination shall be based upon the written opinion of the
physician regularly attending Employee whose disability is in
question. If the Company disagrees with the opinion of this
physician (the “First Physician”), it may engage, at
its own expense, another physician of its choice (the “Second
Physician”) to examine Employee. If the First and Second
Physicians agree in writing that Employee is or is not disabled,
their written opinion shall, except as otherwise set forth in this
subsection, be conclusive on the issue of disability. If the First
and Second Physicians disagree on the disability of Employee, they
shall choose a third consulting physician (whose expense shall be
borne by the Company), and the written opinion of a majority of
these three physicians shall, except as otherwise provided in this
subsection, be conclusive as to Employee’s disability. The
date of any written opinion conclusively finding Employee to be
disabled is the date on which the disability will be deemed to have
occurred. If there is a conclusive finding that Employee is not
totally disabled, the Company shall have the right to request
additional disability determinations provided it agrees to pay all
the expenses of the disability determinations and does not request
an additional disability determination more frequently than once
every three months. In connection with any disability
determination, Employee hereby consents to any required medical
examination, and agrees to furnish medical information requested by
any examining physician and to waive any applicable
physician-patient privilege that may arise because of such
examination. All physicians except the First Physician must be
board-certified in the specialty most closely related to the nature
of the disability alleged to exist.
(iii) under any retirement policy applicable to all executive
officers adopted by the Company.
(iv) by
mutual agreement of Employee and the Company.
(v) by the Company upon the dissolution and liquidation of the
Company (other than as part of a reorganization, merger,
consolidation or sale of all or substantially all of the assets of
the Company whereby the business of the Company is
continued).
(vi) by the Company for just cause at any time upon written
notice. For purposes of this Agreement, “just cause”
may include, but is not necessarily limited to, the following:
(A) Employee’s material breach of Employee’s
obligations, duties and responsibilities under any term or
provision of this Agreement, which breach remains uncured for a
period of five days after written notice by the Company to
Employee; (B) Employee’s failure to adhere to the
standards of performance and conduct prescribed by the Company,
including but not limited to those policies set forth in the
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