[EXHIBIT 10.1]
EMPLOYEE AGREEMENT
THIS
EMPLOYEE AGREEMENT made as of January 1, 2008, by and
between Third-Order Nanotechnologies, Inc., a Nevada
corporation
(the "Company"), whose principal place of business is at 2601
Annand Dr., #16, Wilmington, Delaware 19808; and Harold R.
Bennett ("Employee"), who resides at 115 Old Vine Way, Napa
Valley, California 94558.
WHEREAS, the Company is in the process of developing
commercial prototypes of its high-activity, high- stability
organic polymers for commercial applications in the existing
and
future electro-optical device markets.
WHEREAS, the Company has engaged Employee as its Chief
Executive Officer to assist it in, among other things,
developing
its business plan.
WHEREAS, the Company
wishes to procure the services of
Employee under the terms and conditions set forth and Employee
wishes to be employed on these terms and conditions.
WHEREAS, the parties to this Employee Agreement wish to
enter into a written expression of their relationship as
Employer
and Employee.
THEREFORE, in consideration of the agreements contained in
this Employee Agreement, the parties, intending to be legally
bound, agree as follows:
ARTICLE 1
Employment
1.1.
Employment. The
Company agrees to employ Employee, and
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Employee accepts employment with the Company, on and subject to
the terms and conditions set forth in this Employee Agreement.
1.2.
Term.
Subject to the
provisions for termination as
----
provided in Article 9 of this Employee Agreement, the term of
this agreement (the "Term") shall begin on January 1, 2008 and
shall terminate 12 months thereafter. This Employee Agreement
shall be automatically renewed for successive 3 month terms
unless either party gives notice of its intention not to renew
by
delivering written notice to the other party not less than 30
days prior to the expiration of the existing term.
ARTICLE 2
Duties
2.1.
Position and
Duties. The Company agrees to employ
-------------------
Employee to act as its Chief Executive Officer. Employee shall
be
responsible for performing the duties as described on Appendix
A
attached hereto and made a part hereof. Employee agrees that he
will serve the Company faithfully and to the best of his
ability
during the term of employment, under the direction of the board
of directors of the Company. The Company and Employee may
jointly
from time to time to change the nature of Employee's duties and
job title.
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2.2.
Time Devoted to
Work. Employee agrees
that he will
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devote all of the necessary business time, attention, and
energies, as well as Employee's best talents and abilities to
the
business of the Company in accordance with the Company's
instructions and directions. Employee may engage in other
business activities unrelated to the Company during the term of
this Employee Agreement so long as such other business
activities
do not interfere with the terms and conditions of this Employee
Agreement.
ARTICLE 3
Place of Employment
3.1.
Place of
Employment.
Employee shall perform his
-------------------
duties under this Employee Agreement at 115 Old Vine Way, Napa
Valley, California, 94558.
ARTICLE 4
Compensation of Employee
4.1.
Base
Compensation. For all
services rendered by
-----------------
Employee under this Employee Agreement, the Company agrees to
pay
Employee the rate of $10,000 per month, which shall be payable
to
Employee not less frequently than monthly, or as is consistent
with the Company's practice for its other employees.
4.2.
Other
Compensation. Prior to
the date of this Employee
------------------
Agreement, Employee received other compensation as more fully
described on Appendix B, attached hereto and made a part
hereof.
4.3.
Reimbursement
for Business Expenses.
Subject to the
-----------------------------------
approval of the Company, the Company shall promptly pay or
reimburse Employee for all reasonable business expenses
incurred
by Employee in performing Employee's duties and obligations
under
this Employee Agreement, but only if Employee properly accounts
for expenses in accordance with the Company's policies.
ARTICLE 5
Vacations and Other Paid Absences
5.1.
Vacation Days.
Employee shall be
entitled to the
-------------
same paid vacation days each calendar year during the term of
this Employee Agreement as authorized by the Company for its
other employees.
5.2.
Holidays.
Employee shall
be entitled to the same
--------
paid holidays as authorized by the Company for its other
employees.
5.3.
Sick Days and
Personal Absence Days.
Employee shall
-----------------------------------
be entitled to the same number of paid sick days and personal
absence days as authorized by the Company for its other
employees.
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ARTICLE 6
Key Man Life Insurance
During the term of this Employee Agreement, the Company
shall maintain in effect a key man life insurance policy on the
life of Employee in the face amount of $1,000,000 or such
higher
amount as the Company shall in its sole discretion decide to
maintain during the term of this Employee Agreement. Any
proceeds payable under the policy shall be paid to the Company.
ARTICLE 7
Fringe Benefits
Employee shall be entitled to participate in and receive
benefits from all of the Company's employee benefit plans that
are now, or in the future may be, maintained by the Company for
its employees, including, without limitation, the Company's
health insurance plan. No amounts paid to Employee from an
employee benefit plan shall count as compensation due Employee
as
base salary or additional compensation. Nothing in this Employee
Agreement shall prohibit the Company from modifying or
terminating any of its employee benefit plans in a manner that
does not discriminate between Employee and other Company
employees.
ARTICLE 8
Maintenance of Liability Insurance
So
long as Employee shall serve as an executive officer of
the Company pursuant to this Employee Agreement, the Company
shall obtain and maintain in full force and effect a policy of
director's and officer's liability insurance in reasonable
amounts from an established and reputable insurer. In all
policies of such insurance, Employee shall be named as an
insured
in such manner as to provide Employee the same rights and
benefits as are accorded to the most favorably insured of the
Company's officers or directors.
Notwithstanding the above, the Company shall have no
obligation to obtain or maintain director's and officer's
liability insurance if the Company determines in good faith
that
such insurance is not reasonably available, the premium costs
for
such insurance are disproportionate to the amount of coverage
provided or the coverage provided by such insurance is so
limited
by exclusions that there is insufficient benefit from such
insurance.
ARTICLE 9
Termination of Employment
9.1.
Termination of
Employment. Employee's employment
-------------------------
hereunder shall automatically terminate upon (i) his death;
(ii)
the expiration of the Term; or (iii) Employee voluntarily
leaving
the employ of the Company.
9.2.
Termination For
Employee's Failure to Meet Performance
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Standard. Employee's
employment with the Company shall
--------
terminate, at the Company's discretion, upon 15 days prior
written notice to Employee if the Company terminates his
employment hereunder for "cause". For purposes hereof, "cause"
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shall include (i) Employee's willful malfeasance, misfeasance,
nonfeasance or gross negligence, (ii) any willful
misrepresentation or concealment of a material fact made by
Employee in connection with this Employee Agreement; (iii) the
willful breach of any covenant made by Employee hereunder; or
(iv) the failure of Employee to meet the performance standards
more fully described in Appendix A attached hereto and made a
part hereof.
Notwithstanding the above, if the Employee is terminated by
the Company without cause, the Company shall be obligated to
pay
to Employee the compensation set forth in Section 4 hereof for
the remainder of the Term.
ARTICLE 10
Confidential Information
10.1. Disclosures
While Employed by the Company. Employee
-----------------------------------------
acknowledges that, in performing the duties required by this
Employee Agreement, Employee will be making use of, acquiring
and adding to the confidential and proprietary information of
the Company and/or those persons or entities directly or
indirectly controlling or controlled by, or under direct
or indirect common control with, the Company (each an
"Affiliate" and collectively, the "Affiliates"), which (i) is
of
a special nature and value, (ii) is not public information or
is
not generally known or available to the Company's and/or the
Affiliates' competitors, (iii) is known only by the Company
and/or the Affiliates and those of their respective employees,
independent contractors, consultants, suppliers, customers or
agents to whom such data and information must be confided in
order to apply it to the uses intended, and (iv) relates to
matters such as, but not limited to, the Company's and the
Affiliates' respective methods of operation, internal
structure,
financial affairs, programs, software, equipment and
techniques,
existing and contemplated facilities, products and services,
know-
how, inventions, systems, devices (whether or not patentable),
methods, ideas, procedures, manuals, confidential studies and
reports, lists of suppliers and customers and prospective
suppliers and customers, financial information and practices,
plans, pricing, selling techniques, sales and marketing
programs
and methods, names, addresses and telephone numbers of the
Company's and/or the Affiliates' suppliers and customers,
credit
and financial data of the Company's and/or the Affiliates'
suppliers and customers, particular business requirements of
the
Company's and/or the Affiliates' suppliers and customers,
special
methods and processes involved in designing, producing and
selling the Company's and/or the Affiliates' products and
services, any other information related to the Company's and/or
the Affiliates' suppliers and customers that could be used as a
competitive advantage by the Company's and/or the Affiliates'
competitors if revealed or disclosed to such competitors or to
persons or entities revealing or disclosing same to such
competitors, and all "trade secrets" (as that term is defined
in
O.C.G.A. s. 10-1-761,
as amended) of the Company and/or the
Affiliates, all of which, together with any and all extracts,
summaries and photo, electronic or other copies or
reproductions,
in whole or in part thereof, stored in whatever medium
(including
electronic or magnetic), shall be deemed the Company's and/or
the
Affiliates' exclusive property, as applicable, and shall be
deemed to be "Confidential Information." Employee acknowledges
that the Confidential Information has been and will continue to
be of central importance to the business of the Company and the
Affiliates, and that disclosure of it to, or its use by, others
could cause substantial loss to the Company and the Affiliates.
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In consideration of Employee's employment hereunder, Employee
agrees that, at all times during the Term, and (i) with respect
to all Confidential Information constituting "trade secrets,"
for
so long thereafter as such Confidential Information continues
to
constitute "trade secrets" (or for the period beginning on the
last day of the Term and ending five (5) years thereafter,
whichever is longer); and (ii) with respect to all Confidential
Information not constituting "trade secrets," for the period
beginning on the last day of the Term and ending five (5) years
thereafter, Employee shall not, directly or indirectly, use,
divulge or disclose to any person or entity, other than those
persons or entities employed or engaged by the Company who or
which are authorized to receive such information, any of such
Confidential Information, and Employee shall hold all of the
Confidential Information confidential and inviolate and will
not
use such Confidential Information against the best interests of
the Company or any of the Affiliates.
10.2. Disclosures
After Employment Terminates; Return of
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Records. Employee a
