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Exhibit 99.2
INGEN TECHNOLOGIES, INC.
SCOTT SAND
EMPLOYMENT AGREEMENT
This Agreement is dated this 21st day of September, 2006 by and
between
SCOTT R. SAND ("SAND") and Ingen Technologies, Inc. ("INGEN"), and
is
hereinafter referred to as the "Agreement."
I
RECITALS
A. INGEN desires to enter into a new agreement with SAND wherein
SAND
will continue to serve as President and CEO of INGEN.
B. INGEN and SAND have reviewed this agreement and any
documents
delivered pursuant hereto and have taken such additional steps and
reviewed such
additional documents and information as deemed necessary to make an
informed
decision to enter into this Agreement.
C. Each of the parties hereto desires to make certain
representations,
warranties and agreements in connection herewith and also to
describe certain
conditions hereto.
II
AGREEMENT
Therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. JOB OR TASK DESCRIPTION: SAND will have the following duties
and
responsibilities: President and Chief Executive Officer
2. TERM: The term of this agreement is for a period of five years
from
the date first written above.
3.
COMPENSATION:
A. STOCK: SAND is entitled to 300,000 shares of INGEN common
stock per year of this Agreement, issued on the first day of each
year
of this Agreement. The stock shall be pro-rated if SAND serves
less
than a full year in any particular year of this Agreement. Any
stock
provided hereunder will be restricted stock subject to Rule 144 of
the
SEC and other restrictions as may be company policy.
As incentive for SAND to enter into a 5 year exclusive
employment agreement with INGEN, SAND has the option to convert
this
stock entitlement to options for any shares due hereunder, at
an
exercise price of $.04 per share (the price of INGEN stock as
quoted on
the Pink Sheets on the date of this Agreement). Any such option
shall
be exercisable within 5 years of its creation.
SAND's stock entitlement herein cannot be diluted by INGEN
stock splits, if any, during the term of this Agreement.
B. CASH: Cash compensation will be negotiated in good faith
depending on the services actually provided by SAND and the
performance
of the company. All compensation per this Agreement shall be fair
and
in the light of and commensurate with compensation made to
others
employed by INGEN and/or in accordance with industry standards.
Cash
compensation is reviewable on or before the anniversary date of
this
"Agreement." SAND's gross cash compensation for the first year of
this
Agreement is $200,000, payable in 24 co-equal installments (first
and
15th of each month). The parties may agree on a cash bonus
structure at
any time during the course of this Agreement.
C. EXPENSES: INGEN will pay the reasonable costs and expenses
of SAND directly related to his performance of his position or
tasks
herein, provided that such expenses are submitted to INGEN and
approved
in advance.
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D. INSURANCE: INGEN will provide errors and omissions
insurance in an adequate amount to protect SAND during the term of
this
Agreement.
E. EMPLOYEE: Unless otherwise indicated below, SAND will be an
employee of the company, which will be responsible for
withholding
applicable taxes.
F. BENEFITS: Other non-cash benefits, if any, will be supplied
by INGEN to SAND as negotiated by the parties (if and when funds
are
available for any such use).
4.
CONFIDENTIALITY.
A. THIS
AGREEMENT. The provisions of this Agreement are confidential
and
private and are not to be disclosed to outside parties
(except
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