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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Ener1, Inc.; Kevin P. Fitzgerald; Ener1 Inc.

Date:

2003

Size:

Preview shows 7KB of 34KB total

Price:

$42

ID:

#160592

 

 

► Employment ► Function ► Employment Agreements (CEOs);
► Employment ► Function ► Employment Agreements (Chairmen)
► Technology ► Electronic Instruments & Controls

 

 

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                              EMPLOYMENT AGREEMENT


         This Agreement is made as of the 8th day of September, 2003, between
Ener1, Inc., a Florida corporation (the "Company") and Kevin P. Fitzgerald, a
resident of Florida, having an address of 4779 Collins Avenue, #1804, Miami,
Florida 33140 (the "Executive").

                                    RECITALS

         WHEREAS, the Company desires to employ the Executive as its Chairman of
the Board of Directors and Chief Executive Officer, and the Executive desires to
serve as the Company's Chairman and Chief Executive Officer, on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
 agree as follows:

1. Employment. The Company hereby employs the Executive as its full
time Chairman and Chief Executive Officer, and the Executive accepts such
employment for the term of employment specified in Section 3 below (the
"Employment Term"). During the Employment Term, the Executive shall, subject to
the direction of the Board of Directors of the Company, oversee and direct the
operations of the Company and perform such other duties as may from time to time
be assigned to him by the Board of Directors.

2.    Performance.  The Executive shall perform the duties, undertake the
responsibilities and exercise the authority customarily performed, undertaken
and exercised by persons situated in a similar executive capacity. The Executive
shall report to the Board of Directors of the Company. The Executive agrees to
devote his best efforts and all of his business time to the performance of his
duties hereunder during the Employment Term As Chairman and Chief Executive
Officer, the Executive is expected to provide his services at the Company's
headquarters in Fort Lauderdale, Florida, except when traveling on business on
behalf of the Company. The Executive may spend an average of one day per month
performing services for Edison Advisors, LLC. The Executive may also serve as a
director for other companies, provided that he advises the Company of same and
there is no conflict between his service thereon and his duties hereunder.
Specifically, without limiting the foregoing, the Executive may remain on the
Board of Directors for Edison Advisors, LLC.

3. Employment Term.  The Employment Term shall begin on September 8, 2003
and continue through December 31, 2005 (the "Employment Term"). The Executive's
employment with the Company during the Employment Term shall be subject to
termination in accordance with the terms of this Agreement. This Agreement shall
renew automatically as provided in Section 8 unless terminated by either party
hereto in accordance with the terms hereof.

                                       1



4.       Compensation.

                  a) Salary.  i) During the Employment Term, the Company
shall pay to the Executive a base salary, payable in equal semi-monthly
installments, subject to withholding and other applicable taxes, at an annual
rate of Two Hundred Fifty Thousand Dollars ($250,000).

                         ii)      If and when an aggregate of an additional
$3,000,000 is invested in the Company (as debt or equity, pursuant to the
purchase of securities, the exercise of warrants or options or otherwise) from
investors other than the shareholders of Ener1 Group, Inc., the Company will
increase the permanent annual base salary of the Executive by $100,000.

                         iii)     Additional increases in the Executive's
salary will be based on performance of the Executive and determined by the
Company's Board of Directors on a calendar year basis. Such increases will be
not less than 10% per year. In no event may the Executive's salary be decreased
below its then-current level.

               b) Bonuses.  i) During the Employment Term, in addition to
the annual base salary payable to the Executive, the Executive shall have the
opportunity to earn a bonus equal to up to 100% of the Executive's base salary,
based on performance criteria approved by the Board of Directors. Any bonus
under this Subsection (i) will be paid to the Executive at the same time as
other annual bonuses (if any) are paid to the other executive officers of the
Company. The amount of any bonus will be determined, and the bonus will be paid,
promptly following the calendar year end. The bonuses for partial calendar years
will be pro rated.

                           ii)    In addition to any bonuses payable under
Subsection (i) immediately above, the Company will pay a bonus of $250,000 to
the Executive when the market capitalization of the Company reaches $200 million
based on a rolling 30 day average of the closing price of the Company's stock,
as indicated by the Over-the-Counter Bulletin quotations for the Compan's
stock, or such other quotation system to which the Company's stock is subject at
the time or as reported by any exchange on which the Company's stock is listed
at the time. Such bonus will be paid in cash. If, at the time that he bonus
payment is due, the Company lacks sufficient cash to pay the bonus, it will pay
the bonus in the form of a non-interest bearing promissory note payable in one
year or when the Company has sufficient cash to pay the bonus, whichever is
earlier. "Sufficient cash" for purposes of the previous sentence means cash
equal to operating expenses for a six month period, based on the highest
operating expenses for the three months preceding the month in which the bonus
payment is due.

                           iii)     The Company shall immediately pay to the
Executive a sign-on bonus equal to 300,000 shares of the Company's common stock.
The shares shall be registered pursuant to a Registration Statement on Form S-8
(or any successor form) filed by the Company with the Securities and Exchange
Commission.
                  c)       Stock Options.  i) The Company will grant to
Executive options to purchase all or any part of an aggregate of shares of
common stock of the Company equal to Three Percent (3%) of the outstanding
common stock of the Company (computed as of the date of this Agreement), at a
purchase price of $0.30 per share. It is agreed that the outstanding shares of
common stock for purposes of calculating the number of options is 323,890,520
shares. The options will vest in equal installments on the first day of each
month for the 36 months after the date of commencement of service, will expire
in ten (10) years, and be further subject to the terms, conditions and
provisions of the Company Stock Option Plan adopted in 2002 and to such
conditions as are established in the Stock Option Agreement to be approved by
the Company's Board of Directors, provided that the Company shall cause its
Stock Option Plan and the Stock Option Agreement to conform to the option terms


 

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