Exhibit 10.84
SALARY CONTINUATION
AGREEMENT
THIS SALARY CONTINUATION AGREEMENT
(the “Agreement”) is made and entered into effective as
of April 22, 2005 by and between Charles & Colvard, Ltd., a
North Carolina company with its principal office at 300 Perimeter
Park Drive, Suite A, Morrisville, North Carolina, 27560 (the
“Company), and Barbara L. Mooty, an individual currently
residing at 4814 Summit Arbor #305, Raleigh, NC 27612
(“Employee”).
Statement of
Purpose
Employee is employed by the Company
as Vice President of Brand Development and Industry Relations.
Employee and the Company desire to provide for continued salary
payments to Employee in the event Employee is terminated by the
Company without cause, as set out hereafter, all subject to the
terms and conditions of this Agreement and to provide the Company
with certain protections.
Therefore, in consideration of the
mutual covenants contained in this Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Employee agree as
follows:
1. Salary Continuation . In
the event Employee is terminated by the Company for any reason
other than Just Cause (as defined in Section 2 below), the Company
shall continue to pay to Employee, for a period of six (6) months
following such termination, her annual salary then in effect, in
accordance with the Company’s normal payroll
practices.
2. Termination for Just Cause
. The Company shall have the right to terminate the
Employee’s employment under this Agreement at any time
without cause, which termination shall be effective immediately,
but shall be subject to Section 1 of this Agreement. In the event
the Employee’s employment is terminated for Just Cause, the
Employee shall have no right to receive compensation under this
Agreement for any period after such termination other than
compensation or other benefits already accrued and owing to
Employee. Termination for “Just Cause” shall include
termination for the Employee’s personal dishonesty, gross
incompetence, willful misconduct, breach of a fiduciary duty
involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, regulation (other than
traffic violations or similar offenses), written Company policy or
final cease-and-desist order, conviction of a felony or of a
misdemeanor involving moral turpitude, unethical business practices
in connection with the Company’s business, misappropriation
of the Company’s assets (determined on a reasonable basis),
disability or material breach of any other provision of this
Agreement. The determination of whether “Just Cause”
exists for termination shall be made by the Board of Directors of
the Company in its sole discretion. For purposes of this section,
the term “disability” means the inability of Employee,
due to the condition of her physical, mental or
emotional health, to satisfactorily perform the
duties of her employment hereunder for a continuous three month
period; provided further that if the Company furnishes long term
disability insurance for the Employee, the term
“disability” shall mean that continuous period
sufficient to allow for the long term disability payments to
commence pursuant to the Company’s long term disability
insurance policy.
3. Employee’s Right to
Payments . In receiving any payments pursuant to this
Agreement, Employee shall not be obligated to seek other employment
or take any other action by way of mitigation of the amounts
payable to the Employee hereunder, and such amounts shall not be
reduced or terminated whether or not the Employee obtains other
employment.
4. Covenant Not to Compete .
Employee agrees that during her employment with the Company and for
a period of six (6) months following the termination of her
employment with the Company, for whatever reason:
4.1 Employee shall not, directly or
indirectly, own any interest in, manage, operate, control, be
employed by, render advisory services to, or participate in the
management or control of any business that operates in the same
business as the Company, which Employee and the Company
specifically agree as the business of fabricating (wafering,
preforming and faceting), marketing and distributing moissanite
gemstones or other diamond simulants to the gem and jewelry
industry (the “Business”), unless Employee’s
duties, responsibilities and acti
