Kathleen A.
Browne
80 Georgian
Court
Rochester, New
York 14610
Dear
Kathleen,
We are pleased
to extend to you an offer of employment as the Chief Financial
Officer of NaturalNano, Inc. (“the company”) effective
on a part time consulting basis beginning April 4, 2005 (at an
hourly rate of $60/hour) with the expectation that you will be
available as a full time employee in advance of the public filings
and the anticipated merger agreement specifically discussed during
your interview. Your annual full time salary will be $120,000 which
will be paid on a bi-weekly basis at the rate of $4615.38 in gross
wages every two weeks. You will be entitled to four weeks vacation
(20 days) annually, earned on a pro-rata basis of 1.67 days each
month. You will be eligible for a review of this compensation
package effective January 1, 2006.
In addition to
the statutory benefits defined by federal and local laws, (FICA,
FUTA, New York State Disability Insurance and Workers Compensation)
you will be entitled to the benefits available to other NaturalNano
officers and employees. Currently this includes employer paid
health and dental insurance coverage which you may elect at any
time these benefits cease to be provided by your former employer.
You will also be eligible for an initial grant of 200,000 stock
options at grant price of $.10 per share. These shares will vest on
a monthly basis (at the rate of 16,667 options per month) with the
first vesting date of May 31, 2005 and continue each month
thereafter until the entire grant has vested. Notwithstanding any
provision herein to the contrary any unvested portion of the option
shall immediately expire upon termination of employment for any
reason. This option grant will be governed pursuant to the
“NaturalNano, Inc. 2004 Stock Option Plan.”
Your job
responsibilities will include all financial matters of the company,
including but not limited to: the maintenance of accounting systems
and controls, preparation of budgets, financial statements, special
reports and related analysis for: shareholder reporting as required
under SEC regulations as well as the company’s Board of
Directors and Audit Committee. You will report directly to Michael
Riedlinger, President of NaturalNano and will be re
