Exhibit 10.1
DONALD A. MERRIL
EMPLOYMENT AGREEMENT TERM SHEET
Effective Date: | January 24, 2006 | |
Term: | To continue indefinitely unless parties determine otherwise. | |
Position: | Vice President - Business Development; to be named Chief Financial Officer on or before April 25, 2006. | |
Base Salary | Initial rate: $300,000. Base Salary may be increased but not decreased. A salary review will occur on, or before first year anniversary. | |
Annual Bonus: | $150,000 guaranteed for 2006, payable March 2007; thereafter fully discretionary. | |
Benefit Plans and Perquisites: | > Eligible to participate in other benefit plans in which the Company's executive officers are eligible to participate. | |
Termination of Employment | ||
> Death, Disability or Retirement | ||
Severance: | If involuntary termination other than for "Cause" or termination for "Good Reason," then the Company will: | |
> Pay 12 months of Executive's annual Base Salary in a lump sum within 30 days. | ||
If termination is due to Death or Disability, Executive or surviving spouse will be entitled to receive | ||
> Base Salary accrued and unpaid to date of Death or Disability. | ||
If termination is by Company due to Cause or by Executive other than for Good Reason, no further compensation is payable to Executive other than compensation earned prior to termination but unpaid and payment under the terms of benefit plans. | ||
Change in Control: | ||
Change in Control is defined generally as acquisition by any person of 20% of the voting power of outstanding securities, a change in the majority of directors during a one year period, a merger or consolidation of the Company where the Company is not the surviving entity, the complete liquidation of the Company, the sale or disposition of the Company's manufacturing business, or the sale or disposition of more than 50% of the Company's assets. | ||
Upon a Change in Control: | ||
>The Executive may elect to terminate his employment within the following 18 months under the Employment Agreement, and it will be considered a termination for Good Reason. | ||
Expenses of Enforcement | The Executive will be reimbursed for the expenses of enforcement of his Employment Agreement. | |
Non-Competition | A Non-Competition and Non-Disclosure agreement for a period of three (3) years, except in the event of a Change in Control where Executive is terminated for any reason, then 18-months. | |