[EXHIBIT 10.2]
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 David F. Eaton
("Employee"), who resides at 911 Blackshire Road, Wilmington,
DE
19805.
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
Technology Officer to assist it in developing its commercial
prototypes and to secure the benefit of Employee's special
knowledge and experience in the electro-optical polymer field.
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
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Employee to act as its Chief Technology Officer. Employee shall
be responsible for performing the duties as described on Appendix
A
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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 and officers of the Company. The Company and
Employee
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may jointly from time to time to change the nature of
Employee's duties and job title.
2.2.
Time Devoted to Work.
The Company agrees to employ
--------------------
Employee on a day-to-day basis, and Employee agrees that he
will
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.
2.3.
Disclosure to the Company. Employee agrees that
he
-------------------------
will disclose to Frederick Goetz, Jr., and to any other person
or
persons as may be designated by the Company, full information
with respect to the processes, methods and formulae known to
Employee which are used or useful in connection with the
business
of the Company and will instruct those persons in the
operation,
use and practice of all such processes, methods and formulae.
Further, Employee agrees to hold in a fiduciary capacity for
the
benefit of the Company and to disclose fully to the Company,
immediately upon origination or acquisition, any and all
inventions, discoveries, improvements, apparatus, processes,
compounds, formulae, patents, copyrights, and trademarks made,
discovered, developed or secured by him, solely or jointly with
others, or otherwise, during the term of his employment with
the
Company, which may be directly or indirectly useful in, or
relate
to the Company's electro-optical polymer technology. The
Company
shall own all right, title and interest in and to such made,
discovered, developed or secured technology, as well as all
knowledge, designs, drawings, specifications, software,
instructions, coding and other similar materials.
2.4. Notes and
Records. Employee
agrees to keep complete,
-----------------
accurate and authentic accounts, notes, data and records of any
and all inventions, discoveries, improvements, apparatus,
processes, compounds, formulae, patents, copyrights and
trademarks made, discovered, developed or secured by him,
solely
or jointly with others, or otherwise, during the term of his
employment by the Company and which may be directly or
indirectly
useful in or relate to, the Company's electro-optical polymer
technology, which accounts, notes, data and records shall be
the
property of the Company. Employee shall keep them in the manner
and form as reasonably requested by the Company during the term
of employment hereunder or as it later shall direct, and
surrender any and all of them promptly upon request of the
Company. Employee
shall be entitled to keep as his own personal
property all such accounts, notes, data and records which do
not
pertain or relate to the Company's electro-optical polymer
technology, however, Employee agrees that in the event that any
such accounts, notes, data and records are commingled with the
abovementioned accounts, notes, data and records which pertain
or
relate to the Company's electro-optical polymer technology,
then
all such commingled accounts, notes, data and records, even
those
which do not pertain or relate to the Company's electro-optical
polymer technology, shall be the property of the Company.
2.5.
Patent Application. Employee agrees, at the request,
------------------
and at the expense, of the Company, to make application in due
form
for United States letters patent and foreign letters patent on
the
inventions, discoveries, improvements, apparatus, processes,
compounds
and formulae which may be directly or indirectly useful in or
relate
to the Company's electro-optical polymer technology and to assign
to
the Company all right, title and interest in the inventions,
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discoveries, improvements, apparatus, processes, compounds,
formulae,
and patent applications therefor or patents thereon which may
be
directly or indirectly useful in or relate to, the Company's
electro-optical polymer technology, and to execute at any and
all
times, any and all instruments and do any and all acts necessary
or
which the Company may deem desirable in connection with any
such
application for letters patent or in order to establish and
perfect in the Company the entire right, title and interest to
the inventions, discoveries, improvements, apparatus,
processes,
compounds, formulae, patent applications or patents which may
be
directly or indirectly useful in or relate to, the Company's
electro-optical polymer technology, and also to execute any
instruments necessary or which the Company may deem desirable
in
connection with any continuations, renewals or reissues or in
the
conduct of any proceedings or litigation.
ARTICLE 3
Place of Employment
3.1.
Place of Employment. Employee shall perform
his
-------------------
duties under this Employee Agreement at 911 Blackshire Road,
Wilmington, DE 19805.
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 on a per diem basis at the rate of $400 per day, 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.
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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
Intentionally Left Blank
ARTICLE 6
Intentionally Left Blank
ARTICLE 7
Intentionally Left Blank
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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"
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.
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
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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 prope
