EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made this 1st day of October 1997 (the
"Agreement"), by and between INTEGRAL TECHNOLOGIES, INC., a Nevada corporation,
with principal executive offices located at 1070 West Pender Street, Suite #3,
Vancouver, British Columbia, Canada V6E-2N7 (hereinafter referred to as the
"Company"), and William S.. Robinson an Individual residing at 5843 Olympic
Ave., Vancouver, B.C. (hereinafter referred to as the "Executive").
ARTICLE I
EMPLOYMENT
The Company hereby employs the Executive; and the Executive hereby
accepts such employment and agrees to serve as an employee and Director of the
Company, subject to and upon the terms and conditions set forth in this
Agreement.
ARTICLE II
TITLE AND DUTIES
(A) During the term of employment with the Company, and subject to the
direction of its Board of Directors, the Executive shall perform duties and
functions consistent with his employment hereunder as an officer of the Company
in the capacity of Vice-president, and as further defined in the Company's
Bylaws.
(B) The Executive agrees to devote his best efforts to the performance
of his duties for the Company; to render his services to any joint venture,
subsidiary or affiliated business of the Company; to participate in
establishing the direction of the Company's business; and to promote the
Company's relationships with its employees, customers and others in the
business and financial communities.
ARTICLE III
COMPENSATION
(A) The Company shall pay to the Executive for all services to be rendered
pursuant to the terms of this Agreement, a base salary at the following rates
in accordance with the Company's normal payroll procedures:
ANNUAL(US$) MONTHLY(US$)
----------- ------------
Year 1( July 1,1997 to June 30,1998) 90,000 6,250
Year 2( July 1,1998 to June 30,1999) 105,000 8,750
Year 3( July 1,1999 to June 30,2000) 120,000 10,000
Compensation may be increased by the Company's Compensation Committee or by the
other members of the Board of Directors.
(B)The Board of Directors of the Company may at its discretion from time to
time grant to the Executive options for the right to purchase common stock of
the company.
1 of 6
ARTICLE IV
WORKING CONDITIONS AND BENEFITS
(A) The Executive shall be entitled to paid vacations during each year
of his employment with the Company in accordance with Company practice in that
year.
(B) The Executive is authorized to incur reasonable and necessary
expenses for promoting the business of the Company, including authorized
expenses for entertainment, travel and similar items. The Company shall
reimburse the Executive in accordance with the policies of the Company in
effect from time to time for all such expenses, upon presentation by the
Executive of an itemized account of such authorized expenditures.
(C) The Executive shall be employed by the Company at executive
offices maintained by the Company in Vancouver, British Columbia, Canada. The
Executive shall travel on the Company's behalf to the extent reasonable and
necessary.
(D) To the full extent provided for under the laws of the State of
Nevada and the Company's Bylaws, the Company shall provide indemnification to
the Executive for any claim or lawsuit which may be asserted against the
Executive when acting in such capacity for the Company, provided that said
indemnification is not in violation of any of the following: (i) federal or
state laws; or (ii) rules or regulations of the Securities and Exchange
Commission.
ARTICLE V
OTHER BENEFITS
During the term hereof, the Executive shall be entitled to receive
such of the following other benefits of employment available to other
employees: major medical health benefits, life insurance benefits, pension,
profit sharing and income protection or disability plans, in each instance,
consistent with the Executive's position.
ARTICLE VI
TERM
The term of this Agreement shall commence as of July 1, 1997, and
continue until June 30,2000, unless this Agreement is otherwise terminated
pursuant to the terms hereof. Accordingly, this Agreement replaces and
supersedes all prior agreements between the Executive and the Company.
ARTICLE VII
TERMINATION
(A) The Company may terminate this Agreement upon written notice to
the Executive if the Executive becomes disabled or suffers an illness and as a
result of such disability or illness is substantially unable to perform the
Executive's duties hereunder for a period of three (3) consecutive months or an
aggregate of ninety (90) working days over a consecutive twelve (12) month
period; such notice shall be forwarded to the Executive by the
2 of 6
Company upon and after a resolution of the Company's Board of Directors
authorizing such notification. In the event of the Executive's death, this
Agreement shall terminate upon the date of death.
(B) The Company may terminate this Agreement for cause upon written
notice from the Company to the Executive if the Executive has materially
violated the terms of this Agreement or committed acts of misconduct or
willfully fails to carry out the policies of the Company's Board of Directors
or commits acts which have a material adverse affect on the business of the
Company. Such notice shall be forwarded to the Executive by the Company upon
and after a resolution of the Company's Board of Directors authorizing such
notification.
(C) In the event that the Company terminates the employment of the
Executive without cause, then the Executive shall be entitled to severance pay
equal to twelve (12) month's base salary based on the base salary then in
effect at the termination date. Such severance pay shall be made in one lump
sum or in monthly installments on the first day of each month at the option of
the Company;
(ii) $5,000 relocation payment to be paid on the first day of the
next month following the Executive's termination; and
The consideration set forth in this sub-paragraph (C) together with
any prior unpaid salary and unreimbursed expenses, shall completely relieve the
Company of any liability to the Executive for any compensation that would have
otherwise been payable to the Executive under the terms of this Agreement.
ARTICLE VIII
CONFIDENTIALITY AND NON-COMPETITION
(A) All Company trade secrets, proprietary information, software,
software codes, advertising, sales, marketing and other materials or articles
of information, including without limitation customer and supplier lists, data
processing reports, customer sales analyses, invoices, price lists or
information, samples, or any other materials or data of any kind furnished to
Executive by Company or developed by the Executive on behalf of Company or at
Company's direction or for Company's use or otherwise in connection with the
Executive's employment hereunder, are and shall remain the sole and
confidential property of the Company; if the Company requests the return of
such materials at any time during or after the termination of the Executive's
employment, the Executive shall immediately deliver the same to Company.
(B) During the term of this Agreement and for a period of two ( 2 )
months thereafter, Executive shall not, directly or indirectly, either
individually or as owner, partner, agent, employee, consultant or otherwise,
except for the account of and on behalf of the Company or its affiliates,
engage in any activity competitive with the business of the Company or its
affiliates, nor shall he, in competition with the Company or its affiliates,
solicit or otherwise attempt to establish for himself or any other person, firm
or entity, any business relationships with any person, firm or corporation,
which was, at any time during the term of this Agreement, a customer or
employee of the Company or one of its affiliates.
3 of 6
(C) During the term of this Agreement and at all times thereafter, the
Executive shall not use for personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association or entity other than the Company, any material referred to in
paragraph (A) above or any information regarding the business methods, business
policies, procedures, techniques, research or development projects or results,
trade secrets, or other knowledge or processes used or developed by the Company
or any names and addresses of customers or clients or any other confidential
information relating to or dealing with the business operations or activities
of the Company, made known to the Executive or learned or acquired by Executive
while in the employ of the Company.
ARTICLE IX
SEVERABILITY
If any provision of this Agreement shall be held invalid or
unenforceable, the remainder of this Agreement shall remain in full force and
effect. If any provision is held invalid or unenforceable with respect to
particular circumstances, it shall remain in full force and effect in all other
circumstances.
ARTICLE X
ARBITRATION
Any controversy, claim or dispute arising out of the terms of this
Agreement, or the breach thereof, shall be settled by arbitration in the
Province of Vancouver, British Columbia, Canada and the award rendered thereon
shall be final, binding and conclusive as to all parties and may be entered in
any court of competent jurisdiction.
ARTICLE XI
NOTICE
Any notice, request, demand or other communication provided for by
this Agreement shall be sufficient if in writing and if delivered in person or
sent by registered or certified mail to Executive at the last resident address
he has filed in writing with the Company or, in the case of the Company, at its
principal executive offices.
ARTICLE XII
BENEFIT
This Agreement shall inure to, and shall be binding upon, the parties
hereto, the successors and assigns of the Company and the heirs and personal
representatives of the Executive.
ARTICLE XIII
WAIVER
The waiver of either party of any breach or violation of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
4 of 6
ARTICLE XIV
GOVERNING LAW
This Agreement has been negotiated and executed in the Province of
Vancouver, British Columbia, Canada and the law of this Province shall govern
its construction and validity.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties
hereto; no change, addition or amendment shall be made hereto except by written
agreement signed by the parties hereto. This Agreement supersedes all prior
Agreements and understandings between the Executive and the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
and affixed their hands and seal the day and year first above written.
EXECUTIVE:
/s/ William S. Robinson
----------------------------------
William S. Robinson
COMPANY:
INTEGRAL TECHNOLOGIES, INC.
By:/s/ William A. Ince
-------------------------------
William A. Ince
5 of 6
ADDENDUM (DATED MARCH 15, 1999)
TO THE EMPLOYMENT AGREEMENT (DATED OCTOBER 1, 1997)
BETWEEN INTEGRAL TECHNOLOGIES, INC. AND WILLIAM S. ROBINSON
Pursuant to the employment agreement entered into on the 1st day of October,
1997, between Integral Technologies, Inc. and William S. Robinson, the
following amendments to such agreement are agreed to by both parties as
evidenced by their signatures below.
ARTICLE II
EMPLOYMENT
(AMENDED AS FOLLOWS)
During the term of employment with the Company, and subject to the direction of
its Board of Directors, the Executive shall perform duties and functions
consistent with his employment hereunder as an officer of the Company in the
capacity of Chief Executive Officer, as further defined in the Company's
Bylaws. The Executive shall also perform duties and functions consistent with
his employment hereunder as an officer of Emergent Technologies Corp. ( a
subsidiary of Integral Technologies, Inc.) in the capacity of Chief Executive
Officer, as further defined in the Company's Bylaws.
ARTICLE III
COMPENSATION
(AMENDED AS FOLLOWS)
(A) The Company shall pay to the Executive for all services to be rendered
pursuant to the terms of this Agreement, a base salary at the following rates
in accordance with the Company's normal payroll procedures:
Annual(US$) Monthly(US$)
Year 1 (July 1, 1997 to June 30, 1998) 90,000 6,250
Year 2 (July 1, 1998 to June 30, 1999) 105,000 8,750
Year 3 (July 1, 1999 to June 30, 2000) 120,000 10,000
Year 4 (July 1, 2000 to June 30, 2001) 120,000 10,000
Year 5 (July 1, 2001 to June 30, 2002) 120,000 10,000
Compensation may be increased by the Company's Compensation Committee or by the
other members of the Board of Directors.
(B) In the event that the Company is indebted to the Executive for a minimum of
three months salary the Executive shall have the option to convert such unpaid
salary into common stock of the Company at market price. Market price shall be
defined as the average daily closing bid price over the month.
ARTICLE VI
TERM
(AMENDED AS FOLLOWS)
The term of this Agreement shall commence as of July 1, 1997, and
continue until June 30, 2002, unless this Agreement is otherwise terminated
pursuant to the terms
1
hereof. Accordingly, this Agreement replaces and supersedes all prior
agreements between the Executive and the Company.
EXECUTIVE:
/s/ William S. Robinson
-------------------------------------
William S. Robinson
COMPANY
INTEGRAL TECHNOLOGIES, INC.
By: /s/ William A. Ince
----------------------------------
William A. Ince
2