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EXHIBIT 10.44
EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is made as of this
27th day of
August, 2007, by and between Simulations Plus, Inc., a
California corporation
(the "Company") and Walter S. Woltosz, an individual (the
"Employee") with
reference to the following facts:
A. The Company desires to secure the services of the Employee as
President and
Chief Executive Officer.
B. The Employee agrees to perform such services for the Company
under the terms
and conditions set forth in this Agreement.
In consideration of the mutual promises, covenants and
conditions set
forth herein and for other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed
by and between
the Company and the Employee as follows:
1. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants that it is empowered under
its Articles of
Incorporation and Bylaws to enter into this Agreement. The
Employee represents
and warrants that he is under no employment contract, bond,
confidentiality
agreement, or any other obligation which would violate or be in
conflict with
the terms and conditions of this Agreement or encumber his
performance of duties
assigned to him by the Company. The Employee further represents
and warrants
that he has not signed or committed to any employment or
consultant duties or
other obligations which would divert his full attention from the
duties assigned
to him by the Company by this Agreement.
2. EMPLOYMENT AND DUTIES.
The Company employs the Employee as President and Chief
Executive Officer and
the Employee hereby accepts such employment (the "Employment").
The Employee
agrees that he shall devote his full time, ability, attention,
energy, knowledge
and skill solely and exclusively to performing all duties as
President and Chief
Executive Officer of the Company as assigned or delegated to him
by the
directors and executive officers of the Company.
3. TERM.
Subject to the provisions of Section 5, the term of this
Agreement shall extend
until August 31, 2009, commencing on the date hereof.
4. COMPENSATION.
In full and complete consideration for the Employment, each and
all of the
services to be rendered to the Company by the Employee, and each
and all of the
representations, warranties, covenants, agreements and promises
undertaken by
the Employee pursuant to this Agreement, the Employee shall be
entitled to
receive compensation as follows:
4.1. BASE SALARY. The Employee shall receive from the Company a
base salary of
two hundred fifty thousand dollars ($250,000.00) per year,
payable in equal,
monthly installments. From each said salary payment the Company
will withhold
and pay to the proper governmental authorities any and all
amounts required by
law to be withheld for federal income tax, state income tax,
federal Social
Security tax, state disability insurance premiums, and any and
all other amounts
required by law to be withheld from the Employee's salary.
4.2. GRANT OF OPTION. The Employee shall be granted an option
under the 2007
Stock Option Plan, exercisable for five (5) years, to purchase
fifty (50) shares
of Common Stock for each one thousand dollars ($1,000) of net
income before
taxes that the Company earns at the end of each fiscal year (up
to a maximum of
fifty thousand [50,000] options over the term of this Agreement)
at an exercise
price 10% over the market value per share as of the date of
grant.
The maximum number of options under this grant shall be adjusted
accordingly for
any stock split or reverse split after the date of this
agreement. Option grants
under this agreement shall be issued within ten days after the
filing of the
annual report (10-K) for the fiscal year for which the option is
granted.
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4.3. BENEFITS. Employer shall provide to Employee at the sole
cost to Employer,
and Employee shall be entitled to receive from Employer, such
health insurance
and other benefits which are appropriate to the office and
position of Employee,
adequate to the performance of his duties and not inconsistent
with that which
Employer customarily provides at the time to its other
management employees.
Employee's right to vacation and sick leave shall be determined
in accordance
with the policies of the Company as may be in effect from time
to time and as
are approved by the Company's Board of Directors. Employee shall
have the right
to reimbursement of customary, ordinary and necessary business
expenses incurred
in connection with the rendering of services and performance of
the functions
required hereunder in accordance with the policies of the
Company as may be in
effect from time to time and as are approved by the Company's
Board of
Directors. Such expenses are reimbursable only upon presentation
by Employee of
appropriate documentation pursuant to the policies adopted by
the Company's
Board of Directors.
5. TERMINATION OF EMPLOYMENT.
5.1. EXPIRATION OF THE TERM OF AGREEMENT. This Agreement shall
be automatically
terminated upon the expiration of the term of the agreement as
described in
paragraph 3 of this Agreement. Upon such termination, the
Company shall have no
further liability to the Employee for any payment, compensation
or benefit
whatsoever.
5.2. BY DEATH. This Agreement shall be terminated upon the death
of the
Employee. The Company's total liability in such event shall be
limited to
payment of the Employee's salary and benefits through the date
of the Employee's
death.
5.3. BY DISABILITY. If, in the sole opinion of the Company's
Board of Directors,
the Employee shall be prevented from properly performing his or
her duties
hereunder by reason of any physical or mental incapacity for a
period of more
than 90 days in the aggregate in any twelve month period, then,
to the extent
permitted by law, his or her employment with the Company shall
terminate. The
Company's total liability in such event shall be limited to
payment of the
Employee's salary and benefits through the effective date of
termination upon
disability.
5.4. FOR CAUSE. The Company reserves the right to terminate this
Agreement
immediately, at any time, if, in the reasonable opinion of the
Company's Board
of Directors: the Employee breaches or neglects the duties which
he or she is
required to perform under the terms of this Agreement; commits
any material act
of dishonesty, fraud, misrepresentation, or other act of moral
turpitude; is
guilty of gross carelessness or misconduct; fails to obey the
lawful direction
of the Company's Board of Directors; or acts in any way that has
a direct,
substantial and adverse effect on the Company's reputation. The
Company's total
liability to the Employee in the event of termination of the
Employee's
employment under this paragraph shall be limited to the payment
of the
Employee's salary and benefits through the effective date of
termination.
5.5. WITHOUT CAUSE. The Company reserves the right to terminate
this Agreement
without cause for any reason whatsoever upon thirty (30) days'
written notice to
the Employee. Upon termination under this subsection, the
Employee shall receive
payment of an amount equal to twelve (12) months of the
Employee's base salary
or the Employee's base salary for the remaining term of this
Agreement,
whichever is greater. Other than payment of the amount as
described in this
paragraph, the Company shall have no further obligation to pay
the Employee any
other compensation or benefits whatsoever. The Employee hereby
agrees that the
Company may dismiss him or her under this paragraph 5.5 without
regard (i) to
any general or specific policies (whether written or oral) of
the Company
relating to the employment or termination of its employees, or
(ii) to any
statements made to the Employee, whether made orally or
contained in any
document, pertaining to the Employee's relationship with the
Company.
5.6. MUTUAL CONSENT. This Agreement shall be terminated upon
mutual written
consent of the Company and the Employee. The Company's total
liability to the
Employee in the event of termination of the Employee's
employment under this
paragraph shall be limited to the payment of the Employee's
compensation through
the effective date of termination.
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5.7. TERMINATION OF OBLIGATIONS. Upon termination of employment
for any reason
whatsoever, the Employee shall be deemed to have resigned from
all offices and
directorships then held with the Company. Termination of
employment shall have
no effect on the Employee's position(s) on the Company's board
of directors. The
board of directors and shareholders will determine the
Employee's eligibility to
continue to serve as a member of the board.
6. RESTRICTIONS ON USE OR DISCLOSURE OF CONFIDENTIAL MATTERS,
PROPRIETARY
INFORMATION AND TRADE SECRETS.
6.1. During the term of this Agreement, the Employee may be
dealing with trade
secrets of the Company, including without limitation, customer
lists, client
contacts, financial information, inventions and processes, all
of a confidential
nature that are the Company's property and are used in the
course of the
Company's business. The Employee will not disclose to anyone,
directly or
indirectly, any of such trade secrets or use them other than as
necessary in the
course of his duties with the Company. All documents that the
Employee prepares,
or confidential information that might be given to him or that
Employee himself
might create in the course of his consultation with the Company,
are the
exclusive property of the Company. During the term of this
Agreement and at any
time thereafter, the Employee shall not publish, communicate,
divulge, disclose
or use any of such information which has been reasonably
designated by the
Company as proprietary or confidential or which from the
surrounding
circumstances the Employee knows, or has good reason to know, or
should
reasonably know, ought to be treated by the Employee as
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