This Employment Agreement dated as of October 29, 2006 (this ?Agreement?) is made by and between Power Medical Interventions, Inc., a Delaware corporation (the ?Company?), and Alex Bourdon (?Executive?).

The Company desires to employ Executive, and employee desires to be employed by the Company in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the respective covenants and commitments of the parties hereto set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment. The Company offers and Executive accepts employment and agrees to perform services for the Company, for the period and upon the other terms and subject to the conditions set forth in this Agreement.

2. Employment Term. Executive?s employment pursuant to this Agreement shall be from November 13, 2006 (the ?Effective Date?), through December 31, 2009, unless earlier terminated pursuant to the provisions of Section 9 below. If Executive?s employment continues beyond December 31, 2009, such employment shall be at will, unless and to the extent this Agreement is extended or renewed by a written agreement between the parties.

3. Title and Duties; Representations and Warranties.

3.1. Service With Company. Company hereby employs Executive to perform those executive duties and services as the Company shall from time to time set forth, and Executive accepts employment with the Company, upon the terms and conditions hereinafter set forth. Executive shall serve as the Chief Operations Officer of the Company and shall report to the Chief Executive Officer of the Company. Executive may also serve as an officer or director of one or more subsidiaries of the Company; provided, however, that Executive shall not be entitled to any additional compensation for serving in such additional capacities.

3.2. Performance of Duties. Executive agrees to serve the Company faithfully and to the best of his ability and to devote his full time, attention and best efforts to the business and affairs of the Company after the Effective Date and during the term of this Agreement. Except to the extent the restrictions contained in Section 5 may apply, nothing in this Agreement shall prohibit Executive from (a) making and managing passive investments, and (b) engaging in religious, academic, charitable or other community or non-profit activities, in a manner, and to an extent, that will not interfere with his duties to the Company.

3.3. Compliance with Company Policies. Executive agrees that in the rendering of all services to the Company and in all aspects of employment hereunder, he shall

comply in all material respects with all directives, policies, standards and regulations from time to time established by the Company, including without limitation Section 104 of Company?s Employment Policies and Procedures Manual, to the extent they are not in conflict with this Agreement.

3.4. Other Obligations.

(a) Between Executive and Third Parties. Executive hereby represents, warrants and agrees: (i) that Executive has the full right to enter into this Agreement and perform the services required of him hereunder, without any restriction whatsoever; (ii) that in the course of performing services hereunder, Executive will not violate the terms or conditions of any agreement between him and any third party or infringe or wrongfully appropriate any patents, copyrights, trade secrets or other intellectual property rights of any Person anywhere in the world; (iii) that Executive has not and will not disclose or use during his employment by the Company any confidential information that he acquired as a result of any previous employment or consulting arrangement or under a previous obligation of confidentiality; and (iv) that Executive has disclosed to the Company in writing any and all continuing obligations to previous employers or others that require him not to disclose any information to the Company.

(b) Between Company and Third Parties. Executive acknowledges that the Company from time to time may have agreements with other Persons, including the government of the United States or other countries and agencies thereof, which impose obligations or restrictions on Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work. Executive agrees to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.

3.5. Location. Executive initially shall be based at the Company?s principal executive offices in Langhorne, Pennsylvania and shall maintain a residence within 75 miles of Longhorne.

4. Compensation and Benefits.

End of Preview

Home Intelligence Services Subscriptions News About Us