Gary De Laurentiis Employment Agreement
EMPLOYMENT AGREEMENT
This Employment Agreement dated as of July 26, 2006 (Agreement) is made by and between Itec Environmental Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the Company), and Gary De Laurentiis (Executive) (referred to collectively herein as the Parties).
ARTICLE I
RECITALS
WHEREAS, the Company desires to hire Executive and Executive desires to become employed by the Company; and
WHEREAS, the Company and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Nature of Agreement. Any and all prior oral understandings, offers, and/or representations (if any) with respect to the employment of Executive are deemed by the parties to be either canceled and void and/or are deemed to be superseded by this final written Agreement.
2. Employment Terms and Duties.
2.1. Term of Employment. The employment of Executive under this Agreement shall be deemed to have commenced on August 1, 2006 (the Effective Date), and shall continue until terminated in accordance with Section 6 hereof (the Employment Term).
2.2. Location. Executive agrees that he shall carry out his duties and obligations under the terms of this Agreement at: (a) such reasonably configured premises within the State of California as shall be identified by Executive (which shall, during the Employment Term, be rented by the Company for use hereunder by Executive), or (b) the Companys principal office in Riverbank, California, as reasonably required by the Company from time to time.
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2.3. |
Position and Primary Responsibility. |
(a) It is understood that Executive shall serve as (i) Chief Technology Officer, and (ii) as a Director of the Company.
(b) In connection with the employment of Executive, Company agrees that, during the Employment Term, neither the Restated Certificate of Incorporation, nor the Bylaws, of the Company shall at any time be amended in a manner inconsistent with the foregoing or the additional provisions of this Agreement.
2.4. Exclusivity. Executive agrees to devote his full time, attention, energies, solely and exclusively in the performance of his duties under the terms of this Agreement. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement, and shall not require the prior written consent of the Companys Board of Directors. This Agreement shall not be interpreted to prohibit Executive from making passive personal investments or conducting private business affairs, or serving on the boards of directors of other companies or other entities, if those activities do not materially interfere with the services required under this Agreement and do not violate Sections 5, 9 and 11 of this Agreement.
3. Compensation.
3.1. Base Salary. In consideration for the services rendered to the Company hereunder by Executive, the Company shall, during his employment, pay Executive a salary at the annual rate of Two Hundred and Ninety Thousand Dollars ($290,000.00) (as may be adjusted pursuant to section 3.5, the Base Salary), less statutory deductions and withholdings, payable to Executive on a bi-monthly basis.
3.2. Payment. All compensation payable to Executive hereunder shall be subject to all applicable state and federal employment law(s); it being understood that Executive shall be responsible for the payment of all taxes resulting from a determination that any portion of the compensation and/or benefits paid/received hereunder is a taxable event to Executive; it being further understood that Executive shall hold the Company harmless from any governmental claim(s) for Executives personal tax liabilities, including interest or penalties, arising from any failure by Executive to pay his individual taxes when due.
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