EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement ("Agreement") is made and effective this
March 07, 2005, by and between Science Dynamics Corporation ("Company") and Joe
Noto ("Executive").
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
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Company hereby agrees to employ Executive as its Vice President of Finance and
Administration and Executive hereby accepts such employment in accordance with
the terms of this Agreement and the terms of employment applicable to regular
employees of Company. In the event of any conflict or ambiguity between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.
2. Duties of Executive.
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The duties of Executive shall include the performance of all of the duties
typical of the office held by Executive as described in the bylaws of the
Company and such other duties and projects as may be assigned by the Chief
Executive Officer of the Company. Executive shall devote his entire productive
time, ability and attention to the business of the Company and shall perform all
duties in a professional, ethical and businesslike manner. Executive will not,
during the term of this Agreement, directly or indirectly engage in any other
business, either as an employee, employer, consultant, principal, officer,
director, advisor, or in any other capacity, either with or without
compensation, without the prior written consent of Company.
3. Compensation.
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Executive will be paid compensation during this Agreement as follows:
A. A base salary of not less than one hundred thirty thousand dollars ($130,000)
per year, payable in installments according to the Company's regular payroll
schedule. The base salary shall be adjusted at the end of each year of
employment at the discretion of the Chief Executive Officer. Should the
Executive be promoted to the position of Chief Financial Officer the base salary
will be adjusted to not less than one hundred fifty thousand dollars ($150,000)
per year.
B. An incentive salary equal to 20% of the Executive base salary based on
meeting predetermined company objectives. The incentive salary payment shall be
made within thirty (30) days after the Company's independent accounting firm has
concluded its audit.
4. Benefits.
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A. Holidays. Executive will be entitled to at least Ten (10) paid holidays each
calendar year. Company will notify Executive on or about the beginning of each
calendar year
with respect to the holiday schedule for the coming year. Personal holidays, if
any, will be scheduled in advance subject to requirements of Company. Such
holidays must be taken during the calendar year and cannot be carried forward
into the next year. Executive is not entitled to any personal holidays during
the first three months of employment.
B. Vacation. Following the first three months of employment, Executive shall be
entitled to twenty (20) paid vacation days each year.
C. Sick Leave. Executive shall be entitled to sick leave and emergency leave
according to the regular policies and procedures of Company. Additional sick
leave or emergency leave over and above paid leave provided by the Company, if
any, shall be unpaid and shall be granted at the discretion of the board of
directors.
D. Medical and Group Life Insurance. Company agrees to include Executive in the
group medical and hospital plan of Company and provide group life insurance in
accordance with the Company's benefits plan. Executive shall be responsible for
payment of any federal or state income tax imposed upon these benefits.
E. Pension and Profit Sharing Plans. Executive shall be entitled to participate
in any pension or profit sharing plan or other type of plan adopted by Company
for the benefit of its officers and/or regular employees.
F. Expense Reimbursement. Executive shall be entitled to reimbursement for all
reasonable expenses, including travel and entertainment, incurred by Executive
in the performance of Executive's duties. Executive will maintain records and
written receipts as required by the Company policy and reasonably requested by
the board of directors to substantiate such expenses.
5. Term and Termination.
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A. The Initial Term of this Agreement shall commence on February 1, 2005 and it
shall continue in effect for a period of Three (3) years. Thereafter, the
Agreement shall be renewed upon the mutual agreement of Executive and Company.
This Agreement and Executive's employment may be terminated at Company's
discretion during the Initial Term, provided that Company shall pay to Executive
an amount equal to payment at Executive's base salary rate for a sum total equal
to 50% of annual base salary, payable in equal monthly installments for a period
of six (6) months. In the event of such termination, Executive will receive all
previously earned and accrued entitlements and benefits, if any, from the
Company, including any such entitlements and benefits under the Company's
employee benefit plans, policies and programs (collectively, the "Accrued
Benefits").
B. This Agreement may be terminated by Executive at Executive's discretion by
providing at least thirty (30) days prior written notice to Company. In the
event of termination by Executive pursuant to this subsection, Company may
immediately relieve
Executive of all duties and immediately terminate this Agreement, provided that
Company shall pay Executive at the then applicable base salary rate to the
termination date included in Executive's original termination notice.
C. In the event that Executive is in breach of any material obligation owed
Company in this Agreement, habitually neglects the duties to be performed under
this Agreement, engages in any conduct which is dishonest, damages the
reputation or standing of the Company, or is convicted of any criminal act or
engages in any act of moral turpitude, then Company may terminate this Agreement
upon five (5) days notice to Executive. In event of termination of the agreement
pursuant to this subsection, Executive shall be paid only at the then applicable
base salary rate up to and including the date of termination. Executive shall
not be paid any incentive salary payments or other compensation, prorated or
otherwise.
D. In the event Company is acquired, or is the non-surviving party in a merger,
or sells all or substantially all of its assets, this Agreement shall not be
terminated and Company agrees to use its best efforts to ensure that the
transferee or surviving company is bound by the provisions of this Agreement.
6. Notices.
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Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;
If to Company:
Science Dynamics Corporation
7150 N Park Drive
Pennsauken, NJ 08109
If to Executive:
Joe Noto
Blank
7. Final Agreement.
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This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.
8. Governing Law.
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This Agreement shall be construed and enforced in accordance with the laws of
the state of New Jersey.
9. Headings.
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Headings used in this Agreement are provided for convenience only and shall not
be used to construe meaning or intent.
10. No Assignment.
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Neither this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company's absolute discretion.
11. Severability.
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If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Science Dynamics Corporation
By: /s/ Paul Burgess
-------------------------------- /s/ Joe Noto
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Paul Burgess Joe Noto
President and Chief Executive Officer
Science Dynamics Corp.