Exhibit 10.30
ZAP, a California Corporation, located at 501 Fourth Street, Santa
Rosa, California 95401 (“Employer”), and Renay Cude,
California (“Employee”), in consideration of the mutual
promises made herein, agree as follows:
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ARTICLE I. TERM OF EMPLOYMENT
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Section 1.01. Specified Period
Employer employs Employee and Employee accepts employment with
Employer for a period of five years beginning on October 1,
2003 and terminating on October 1, 2008.
Section 1.02. Automatic Renewal This
agreement shall be renewed automatically for succeeding terms of
five (5) years unless either party gives notice to the other at
least sixty (60) days prior to the expiration of any term of his
intention not to renew.
Section 1.03. “Employment Term”
Defined “Employment term” refers to the
entire period of employment of Employee by Employer, whether for
the periods provided above, or whether terminated earlier as
hereinafter provided or extended by mutual agreement between
Employer and Employee.
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ARTICLE 2. DUTIES AND OBLIGATIONS OF
EMPLOYEE
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Section 2.01. General Duties Employee
shall serve as Corporate Secretary of ZAP. In her capacity as
Corporate Secretary of ZAP, Employee shall do and perform all
services, acts, or things necessary or advisable to manage and
conduct the business of Employer, subject at all times to the
policies set by Employer’s Board of Directors, and to the
consent of the Board when required by the terms of this
contract.
Section 2.02 Devotion to Employer’s
Business Employee shall devote her entire productive
time, ability and attention to the business of Employer during the
term of this contract. This provision is hereby waived by the
Company to allow Ms. Cude to hold the aforementioned positions at
Rotoblock, AutoDistributors, ZAP Rental Outlets, Voltage Vehicles,
and ZAP Manufacturing simultaneously with the positions held by
such persons at the Company.
Section 2.03 Matters Requiring Consent of the Board
of Directors Employee shall not, without specific
approval of Employer’s Board of Directors, seek other
employment such as would require Employee to engage in other
business duties or pursuits, or render any services of a business,
commercial or professional nature to any other person or
organization, whether for compensation or otherwise. However, the
expenditure of a reasonable amount of time for charitable
activities shall not be deemed a breach of this agreement if those
activities do not materially interfere with the services required
under this agreement, and shall not require the
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prior
consent of Employer’s Board of Directors. This
provision is hereby waived by the Company to allow Ms. Cude to hold
the aforementioned positions at Rotoblock, AutoDistributors, ZAP
Rental Outlets, Voltage Vehicles, and ZAP Manufacturing
simultaneously with the positions held by such persons at the
Company.
Section
2.04 Competitive Activities During the
term of this contract Employee shall not, directly or indirectly,
either as an employee, employer, consultant, agent, principal,
partner, stockholder, corporate officer, director, or in any other
individual or representative capacity, engage or participate in any
business that is in competition in any manner whatsoever with the
business of Employer .
Section
2.05 Trade Secrets
(a) The parties
acknowledge and agree that during the term of this agreement and in
the course of the discharge of his duties hereunder, Employee shall
have access to and become acquainted with financial, personnel,
sales, scientific, technical and other information regarding
formulas, patterns, compilations, programs, devices, methods,
techniques, operations, plans and processes that are owned by
Employer, actually or potentially used in the operation of
Employer’s business, or obtained from third parties under an
agreement of confidentiality, and that such information constitutes
Employer’s “trade secrets.”
(b) Employee specifically
agrees that she shall not misuse, misappropriate, or disclose in
writing, orally or by electronic means, any trade secrets, directly
or indirectly, to any other person or use them in any way, either
during the term of this agreement or at any other time thereafter,
except as required in the course of her employment.
(c) Employee acknowledges
and agrees that the sale or unauthorized use or disclosure in
writing, orally or by electronic means, of any of Employer’s
trade secrets obtained by Employee during the course of his
employment under this agreement, including information concerning
Employer’s actual or potential work, services, or products,
the facts that any such work, services, or products are planned,
under consideration, or in production, as well as any descriptions
thereof, constitute unfair competition. Employee promises and
agrees not to engage in any unfair competition with Employer,
either during the term of this agreement or at any other time
thereafter.
(d) Employee further
agrees that all files, records, documents, drawings,
specifications, equipment, software, and similar items whether
maintained in hard copy or online relating to Employer’s
business, whether prepared by Employee or others, are and shall
remain exclusively the property of Employer and that they shall be
removed from the premises or, if kept on-line, from the computer
system of Employer only with the express prior written consent of
Employer’s Board of Directors.
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ARTICLE 3. OBLIGATIONS OF EMPLOYEE
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Section 3.01. General Description
Employer shall provide Employee with the compensation,
incentives, benefits, and business expense reimbursement specified
elsewhere in this agreement.
Section 3.02. Office and Staff
Employer shall provide Employee with office space and
administrative support suitable to Employee’s position and
adequate for the performance of her duties.
Section 3.03. Indemnification of Losses of
Employee In the absence of willful misconduct
or illegality, Employer shall indemnify Employee for all losses
sustained by Employee in direct consequence of the discharge of his
duties in good faith on Employer’s behalf.
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ARTICLE 4. COMPENSATION OF EMPLOYEE
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Section 4.01. Annual Salary As
compensation for the services to be performed hereunder, Employee
shall receive a salary and benefits and options equal to the
highest paid employee, with a minimum of $36,000 per year, at
ZAP, excluding commissions.
Section 4