Exhibit 10.18
UQM TECHNOLOGIES,
INC.
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made and entered into as of June 5,
2006, by and between UQM TECHNOLOGIES, INC. , a corporation
organized under the laws of Colorado ("Employer"), and William G.
Rankin, an adult resident of Golden, Colorado ("Executive").
WHEREAS , Executive is currently a party to an Employment
Agreement with Employer dated December 15, 2003 (the "Old
Agreement"); and
WHEREAS , Executive and Employer wish to replace the Old
Agreement with this Agreement:
NOW, THEREFORE , in consideration of the mutual promises,
covenants and conditions hereinafter set forth, Employer and
Executive agree as follows:
1. Termination of Old Agreement . Upon execution
of this Agreement, the Old Agreement is hereby retroactively
terminated, effective as of the date hereof.
2. Employment . Employer hereby agrees to continue
to employ Executive as its president and chief executive officer
and Chairman of the Board of Directors for the term of employment
set forth herein, and Executive hereby accepts such employment, all
upon the terms and conditions hereinafter set forth.
3. Duties. Executive shall perform the duties
assigned to him by the Board of Directors, subject to the control,
supervision and direction of the Board of Directors.
4. Performance. During the term of Executive's
employment under this Agreement and any renewal thereof, Executive
shall devote Executive's best efforts and full working time and
attention exclusively to the performance of the duties hereunder
and to promoting and furthering the business of Employer, and shall
not, during the term of employment, be engaged in any other
business activity for personal pecuniary advantage. This paragraph
shall not be construed as preventing Executive from investing
Executive's assets in such form or manner as will not require any
services on the part of Executive in the operation of the affairs
of the companies in which such investments are made, subject to the
provisions of Paragraph 17 hereof. Notwithstanding the foregoing,
Executive may perform and assume other activities and obligations
as the Board of Directors shall from time to time approve.
5. Term of Employment, Expiration and
Termination.
(a) Subject to the provisions of Paragraphs 15 and 16, the term
of employment of Executive pursuant to this Agreement shall
commence on January 1, 2003, and shall continue through December
31, 2010 (the "Original Term of Employment").
(b) Upon expiration of this Agreement, if Employer elects to not
continue Executive's employment, Employer shall provide Executive
notice of such fact and shall pay Executive: a lump sum equal to
twenty-four (24) month's salary.
(c) Upon expiration of this Agreement, if Employer elects to
continue Executive's employment without a written employment
agreement, Executive's employment shall be at will, except that
Executive's employment may be terminated without cause by Employer
after notice to Executive. Upon such termination Employer shall pay
Executive: a lump sum equal to twenty-four (24) month's salary. For
purposes of this paragraph, the requirement by Employer that
Executive relocate Executive’s place of work by a distance
greater than 40 miles, shall be considered a termination without
cause by Employer entitling Executive to the benefits
hereunder.
(d) On termination of Executive's employment for cause during
the Original Term of Employment pursuant to Paragraph 15(a),
Executive shall receive no further salary.
(e) On termination of Executive's employment without cause
during the Original Term of Employment pursuant to Paragraph 15(c),
Employer shall pay Executive a lump sum equal to twenty-four (24)
months' salary. In the event of a material breach of this Agreement
by Employer that is not cured after notice from Executive,
Executive may elect to treat such breach as a constructive
termination under this subparagraph entitling Executive to the
benefits hereunder.
(f) On termination of Executive's employment by Executive
without cause either (i) during the Original Term of Employment
pursuant to Paragraph 16(b), or (ii) after expiration of the
Original Term of Employment if Executive's employment continues
without written agreement, Employer shall pay Executive a lump sum
equal to three (3) month's salary, and Executive shall be entitled
to no other severance benefits, except as provided under
Subparagraph 5(k). Notwithstanding the foregoing, if
Executive’s termination is under the provisions of
Subparagraph 5(h) regarding voluntary retirement after the age of
sixty-two years and six months or after twenty five (25) years of
continuous service with Employer, the provisions of this
Subparagraph 5(f) shall not be applicable and the provisions
of Subparagraph 5(h) shall control.
(g) If Executive's employment is terminated as a result of a
hostile Change in Control (as defined below) of Employer, such
termination shall be deemed a termination without cause under the
provisions of Paragraph 5(e), except that Executive shall receive a
severance amount equal to twice any amount due under Paragraph
5(e). Any termination of Executive in contemplation of or within
twelve (12) months after such Change in Control, except a
termination for cause under Paragraph 15(a), shall be deemed a
termination under this Subparagraph (g). Further, if Executive's
position is materially changed by Employer in contemplation of or
within twelve (12) months after any such Change in Control,
including but not limited to, the required relocation by Employer
of Executive’s place of work by a distance greater than 40
miles, Executive may elect to treat such change as a constructive
termination under this subparagraph entitling Executive to the
benefits hereunder. "Change of Control" means the election
of new board members constituting a majority of the directors then
in office, which new board members were not nominated by a majority
of the directors in office on the date hereof.
(h) Upon Executive's voluntary retirement after age sixty-two
years and six months (62 1/2) or upon attaining twenty five (25)
years of continuous service with Employer during or upon expiration
of the Original Term of Employment, or any extension thereof,
Executive shall receive the severance benefits described under
Paragraph 5(e), i.e., as if the severance was a termination without
cause by the Employer, provided the executive shall continue as the
Chairman of the Board of Directors upon his resignation. The amount
due shall be paid in three (3) equal installments; one-third (1/3)
on the date of resignation as President and Chief Executive Officer
and one/third (1/3) on the first anniversary date of such
resignation and one/third (1/3) on the second anniversary date of
such resignation.. In order to exercise his rights under this
Subparagraph 5(h), Executive shall provide Employer at least
six (6) months’ prior written notice of his intent to do
so.
(i) Upon any termination of Executive, at Executive's election,
Employer shall assign to Executive or Executive's designee any life
and disability insurance policies or other fringe benefits which
may so be assigned. Any continued cost of such policies or benefits
shall be Executive's responsibility.
(j) Upon the expiration or termination of Executive's
employment, Executive or Executive's legal representative upon
request shall promptly deliver to Employer all originals and all
duplicates or copies of all documents, records, notebooks and
similar repositories of or containing Confidential Information as
defined in Paragraph 18 then in his possession, whether prepared by
Executive or not.
(k) Upon any termination of Executive’s employment under
the provisions of Subparagraphs 5(b), (c), (e), (g) or (h), or
Paragraph 10, Executive and his dependent(s) shall be entitled
to continue to participate at Employer’s expense in
Employer’s health care and hospitalization plan(s) until
Executive has reached age 65. Notwithstanding the foregoing, upon
the termination of Executive’s employment upon attaining
twenty five (25) years of continuous service with Employer as
provided for in Subparagraph 5 (h), unless Executive has also
attained the age of sixty two and six months (62 1/2), Executive
and his dependents shall only be entitled to participate at
Employer’s expense in Employer’s health care and
hospitalization plan(s) for a period of three (3) months after the
termination of Executive’s employment. Upon termination of
Executive’s employment under the provisions of
Subparagraph 5(f) (regarding termination of Executive’s
employment by Executive without cause), Executive and his
dependent(s) shall be entitled to continue to participate at
Employer’s expense in Employer’s health care and
hospitalization plan(s) for a period of three (3) months after the
termination of Executive’s employment. Such benefit shall be
in addition to, not in lieu of, any rights provided by law for
Executive to continue to participate in Employer’s health
care and hospitalization plan(s).
6. Compensation. For the services to be rendered
by Executive hereunder, Employer agrees to pay Executive during the
term of employment, and Executive agrees to accept:
(a) An annual base salary of $290,000. Executive's annual base
salary shall not be decreased during the Original Term of
Employment.
(b) Executive's salary shall be paid in equal semi-monthly
installments on the fifteenth and final day of each month during
the term of his employment.
(c) Executive shall receive fringe benefits in accordance with
Employer's policies and practices for employees generally
(including, without limitation, participation in any stock option
plans, life and disability insurance plans, health care and
hospitalization plans, medical and dental reimbursement plans,
profit sharing plans, retirement plans and other employee benefit
plans) for which Executive is qualified. At Employer's expense
Executive shall have a medical exam every year. In addition to the
foregoing, Executive shall be provided the use of an automobile for
combined business and personal use. The automobile shall be
provided on similar or equivalent terms and conditions as exist for
other executives who also may receive this benefit.
(d) During the last quarter of each fiscal year of Employment,
Employer shall review Executive's performance under this Agreement
and establish goals and objectives for Executive's performance for
the next fiscal year. In such review, Employer, in its reasonable
discretion, shall consider increasing Executive's salary and
compensation based on relevant factors such as Executive's
performance, Employer's accomplishments, increase or decrease in
Executive's responsibilities, and cost of living increases. Any
salary increases normally are to be effective on January 1 of each
year.
(e) Employer has adopted a bonus plan to be administered by its
Compensation Committee and in the Compensation Committee's
discretion may award bonuses and stock options to Executive on
terms to be determined by the Compensation Committee.
7. Working Facilities. Executive shall be
furnished with
