This Executive Employment Agreement involves
Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Nevada Date: 7/12/2016
Industry: Medical Equipment and Supplies Sector: Healthcare
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “ Agreement ”) is entered into effective as of July 6, 2016 (the “ Effective Date ”), by and between Medizone International, Inc., a Nevada corporation (the “ Company ”), and Edwin Marshall (“ Executive ”).
A. The Executive is currently employed by the Company as its Chief Executive Officer.
B. The Company has executed a promissory note to Executive in the aggregate principal amount of One Million Sixty Five Thousand One Hundred Eighty Nine Dollars ($1,065,189.00) attached hereto as Exhibit A (the “ Promissory Note ”), which represents accrued and unpaid wages due to Executive.
C. The Company and the Executive desire to enter into this Agreement to establish the terms of the Executive’s employment and the payment of the Promissory Note to Executive on the terms and conditions more fully described and set forth herein.
NOW, THEREFORE, in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive hereby agree as follows:
1. Employment and Duties .
(a) During the Employment Term (as defined below), the Company shall employ the Executive as its Chief Executive Officer. The Executive agrees that he will perform all duties that are reasonable and customary of a chief executive officer of a public reporting company and such other lawful duties as assigned to him by the Company and the Board of Directors of the Company (the “ Board ”). The Executive agrees that he will devote sufficient attention, time, and effort to the business and affairs of the Company and its Affiliates.
(b) The Executive will perform his duties diligently and competently and shall act in conformity with all Company policies, and within the limits, budgets and business plans set by the Company. The Executive will at all times comply with all applicable laws pertaining to the performance of this Agreement, and strictly adhere to and obey all of the rules, regulations, policies, codes of conduct, procedures and instructions in effect from time to time relating to the conduct of executives of the Company. The Executive shall not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or company that competes, conflicts or interferes with the performance of his duties hereunder in any material way during the Employment Term.
(c) For purposes of this Agreement, the term “ Affiliates ” includes any corporation, company or other entity whose outstanding shares or securities are, now or hereafter, owned or controlled, directly or indirectly, by the Company and any partnership, joint venture, unincorporated association or limited liability company in which the Company has a direct or indirect ownership interest, or which are under common ownership or control with the Company.
2. Employment Term . The parties agree that the Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice, subject to the terms of Section 6, below. The Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. The period of the Executive’s employment under this Agreement is referred to herein as the “ Employment Term .”
3. Base Salary . For all services rendered by the Executive and all covenants and conditions undertaken by him pursuant to this Agreement, the Company shall pay the Executive in accordance with its normal payroll practices (but not less frequently than monthly) an annual base salary of One Hundred Ninety Five Thousand Dollars ($195,000), less applicable withholdings (the “ Base Salary ”). Such Base Salary shall be reviewed from time-to-time but not less than annually by the Board, which shall make recommendations to adjust the Base Salary, if necessary, based upon appropriate applicable performance metrics.
4. Benefits .
(a) Vacation . Executive will accrue paid vacation in accordance with the Company’s vacation policy for senior executive officers. In the event of termination for any reason, the Company shall pay Executive for all accrued but unearned vacation time.
(b) Supplemental Health Insurance . During the Employment Term, the Company shall pay all costs and expenses relating to Executive’s supplemental health insurance provided through Health Net, Inc.
5. Business Expenses . During the Employment Term, the Company will reimburse Executive for reasonable expenses incurred by Executive related to the performance of Executive’s duties under this Agreement. Such expenses will be paid to Executive in accordance with the Company’s policies with respect to documentation and reimbursement of such expenses. In agreeing to reimburse these expenses, the Company is not providing Executive any tax advice. To the extent any taxes are owed by Executive concerning any such expenses pursuant to applicable law, Executive agrees to pay all such taxes and to indemnify and hold harmless the Company from any claim, demand, penalty, fine, damages, costs, fees or assessment arising from a failure to pay such taxes to the maximum extent allowed by law.
6. Termination of Employment .
(a) The Employment Term and Executive’s employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided that,
unless otherwise provided herein, either party shall be required to give the other party at least thirty (30) days advance written notice of any termination of Executive’s employment. Upon termination of Executive’s employment during the Employment Term, Executive shall receive (i) all Base Salary accrued and unpaid as of the date of termination; (ii) any unreimbursed business expenses incurred by Executive on the Company’s behalf; (iii) any unpaid accrued vacation; and (iv) any other amounts required to be paid under any benefit plan or program in which Executive participates or any other amounts mandated by law.
(b) Reduction or Non-Payment of Executive’s Base Salary due to Executive’s Disability . If the Company reduces the amount of Executive’s Base Salary or does not pay Executive’s Base Salary pursuant to the Company’s regular payroll practices due to Executive’s Disability (as defined below), the Promissory Note shall become due and payable according to the terms and conditions set forth therein. “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement and the Promissory Note.
(c) Return of Property . Executive agrees that all property (including without limitation, all equipment, tangible proprietary information, documents, spreadsheets, records, notes, contracts and computer-generated materials, furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment. The parties acknowledge that Executive may use personal property such as laptops, computers, cell phones, printers, etc.) in the performance of his duties hereunder. To the extent Executive uses his personal property as described, Company acknowledges that such property is the personal property of Executive and Company asserts no ownership interest in or claim to such property. Upon termination of this Agreement and Executive’s employment hereunder, Executive shall retain his personal property; provided , however , that all Company property described in this paragraph that may be contained on such laptops, computers, cell phones, etc., shall be removed from all such devices.
7. Confidential Information . Executive acknowledges that because of the Executive’s position with the Company, Executive will have access to Confidential Information (as defined below) of the Company. Accordingly, Executive hereby agrees that, during his employment and at all times thereafter, he will hold the Confidential Information of the Company in strict confidence and will neither use (for himself or any third party) the information nor furnish, make available or disclose it to anyone, except to the extent necessary to carry out his responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company other than Executive. As used in this Agreement, “ Confidential Information ”
means any information relating to the business or affairs of the Company and its Affiliates which is of a nature generally considered confidential or proprietary in the industry, including, but not limited to, this Agreement, information relating to financial statements, spreadsheets, operations manuals, systems manuals, customer identities, customer profiles, customer preferences, partner or investor identities, employees, suppliers, project designs, project methods, advertising programs, advertising techniques, target markets, servicing methods, equipment, programs, strategies and information, market analyses, profit margins, past, current or future marketing strategies, or any other proprietary information used by the Company or its Affiliates; provided , however , that Confidential Information shall not include any information which Executive possessed prior to any receipt thereof from the Company, is in the public domain, or which becomes known to