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Title: |
Employment Agreement |
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Date: |
2002 |
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Size: |
Preview shows 4KB of 22KB total |
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Price: |
$45 |
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ID: |
#1595098 |
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EMPLOYMENT AGREEMENT
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This Employment Agreement (the "Agreement") is made and entered into on
the first day of January 2002 by and between BioLase Technology, Inc., a
Delaware corporation (the "Company"), and Jeffrey W. Jones ("Executive").
RECITALS
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WHEREAS, the Company desires to employ Executive as its President and
Chief Executive Officer, and Executive is willing to accept such employment on
certain terms and conditions;
WHEREAS, the Company and Executive desire to formalize the terms and
conditions of such employment;
AGREEMENT
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NOW, THEREFORE, in consideration of the foregoing premises, the terms
and conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Employment and Duties.
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(a) The Company hereby employs Executive as its President and Chief
Executive Officer, and Executive accepts such employment. In such capacity,
Executive shall report and be responsible to the Company Board of Directors
("Board") and shall perform such duties and functions as may be assigned to
Executive from time to time by the Board. Executive shall comply with all proper
directives and instructions of the Board, as embodied in resolutions adopted by
the Board.
(b) Executive agrees during the term of his employment hereunder to
devote his entire business time and attention to the performance of his duties
hereunder and to serve the Company diligently and to the best of his ability.
2. Compensation. For all services to be rendered by Executive
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hereunder, the Company shall pay Executive a base salary at the rate of Two
Hundred Forty Thousand Dollars ($240,000) per year. Executive's salary shall be
paid on such basis as is the normal payment pattern for executive officers of
the Company but no less frequently than monthly. Part of the total compensation
may be in the form of a fee for consulting services to BIOLASE Europe as long as
the total compensation does not exceed $240,000 per year.
In addition to the base salary, the Company shall pay to Executive an
annual bonus equal to 0.5% (one-half of one percent) of all sales over
$10,000,000 (ten million dollars) per year for the years 2002 and 2003. In lieu
of a bonus for 2001, the Company will pay Executive for the year 2002 a housing
allowance of $3,500 (three thousand five hundred dollars) per month to
1
compensate Executive for expenses related to maintaining a dual residence away
from his permanent residence in Wyoming.
3. Options. The Board has authorized the grant to Executive of options
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to purchase up to 300,000 shares of BioLase Common Stock at an exercise price
equal to the fair market value (as determined in accordance with the provisions
of the Company's 1998 Stock Option Plan) of a share of Company Common Stock on
December 20, 2001. The options will be embodied in a stock option agreement in
the standard form employed or to be employed under the Company's 1998 Stock
Option Plan, modified to be consistent with the terms of this Agreement, and
will vest and become exercisable with respect to increments of the grant as
follows: 12,500 (twelve thousand five hundred) shares on the last day of each
calendar month during the term hereof commencing January 31, 2002 and continuing
through December 31, 2003. It is intended that such options shall be
non-qualified stock options (within the meaning of the Internal Revenue Code).
In the event Executive's employment with the Company is terminated by
the Company other than For Cause (as hereinafter defined), options shall
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