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EXHIBIT 10.7
180 Geary Avenue
Toronto, Ontario
CANADA M6H 2B9
Tel (416) 535-8657
Fax (416) 535-2147
Email: [email protected]
Web site: http://www/hydrogenics.com
March 16, 1998
Dr. B. Ravi Gopal
6120, rue Fabre
Trois-Rivieres-Ouest, QC
G8Z 4R2
Dear Ravi:
OFFER OF EMPLOYMENT
As we have discussed, we are pleased to offer you a permanent full-time senior
management position as Managing Director, Electrical Engineering Department.
This offer is being made to you because of your potential, your technical and
management abilities, past accomplishments, and the interest, skill and
dedication that you have shown to the HyTEF project. We would certainly be
honored to have a engineer & scientist of your caliber assume a senior
management position on the team, and assist and share in the growth and
development of a world class fuel cell company.
This offer package includes two copies of our letter of offer and a
confidentiality agreement for your review and signature.
1. START DATE AND SALARY
Your starting date is early May 1998, or at your earliest availability. We
offer a starting salary of $52,000 per annum, payable biweekly in arrears.
Hydrogenics commits to review your base salary upon securing the first private
placement of venture capital and/or annually in accordance with company policy.
2. RELOCATION TO TORONTO
Hydrogenics Corporation will cover the costs (meals, rental moving truck,
lodgings etc.) to relocate you and your parents from Trois-Rivieres to Toronto.
This includes a reasonable stay of up to one week at a Toronto area hotel.
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3. EMPLOYEE INCENTIVE SHARE OPTION PLAN (ESOP)
We are pleased to advise you that all permanent, full-time employees can choose
to participate in Hydrogenics' success through a Share Option Plan. The ESOP is
an important framework for our business growth and will be enacted in parallel
with Hydrogenics completing an Initial Public Offering (IPO) scheduled for the
year 2000 or 2001. Hydrogenics will evolve an ESOP modeled on other progressive
knowledged based companies and will involve preferentially priced stock options
and bonus plans.
4. HOURS OF WORK
We generally recognize "normal" business hours of 40 hours per week, a minimum
of 7.5 hours per day, Monday to Friday inclusive. You can expect, however that
while we have designated "normal" office hours, this position will entail the
need to work additional hours from time to time to meet the objectives of the
position and overtime will not be paid.
5. BENEFITS
All full time employees who are able to meet the minimum medical requirements
of the insurance company will be covered under a $200,000 company sponsored
term life insurance policy, the beneficiary being designated at your
discretion. A Company sponsored health and dental plan will be in place early
next year.
6. VACATION
You will be entitled to 3 weeks of paid vacation per year to be taken at a time
or times acceptable to the Company, acting reasonably, having regard to its
operational requirements.
7. CONFIDENTIALITY
Attached you will find a standard Confidentiality Agreement. Please read and
sign this document and return it with your acceptance of this offer. Please
return the agreement with a witness signature. The witness must be a legal
adult (18 years or over), but otherwise can be any person of your choosing.
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If you are in agreement with the terms of this offer, please sign and date one
copy and return it to me before Monday, April 06, 1998. Joe, David, Boyd and I
look forward to working with you to advance the fuel cell field while building
a progressive model corporation that we can all be proud of.
Yours sincerely,
/s/ Pierre Rivard
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Pierre Rivard
President
I accept the above offer of employment at Hydrogenics Corporation.
/s/ B. Ravi Gopal 24 March 1998
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Signature Date
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180 Geary Avenue
Toronto, Ontario
CANADA M6H 2B9
Tel (416) 535-8657
Fax (416) 535-2147
Email: [email protected]
Web site: http://www.hydrogenics.com
[HYDROGENICS CORPORATION LETTERHEAD]
EMPLOYEE AGREEMENT AS TO CONFIDENTIALITY OF
INFORMATION AND OWNERSHIP OF PROPRIETARY PROPERTY
IN CONSIDERATION OF EMPLOYMENT WITH HYDROGENICS CORPORATION
("COMPANY") THE UNDERSIGNED ("EMPLOYEE") ACKNOWLEDGES AND
AGREES THAT:
1. Employment with Company will give Employee access to proprietary and
confidential information belonging to Company, its customers, its suppliers
and others (which proprietary and confidential information is collectively
referred to in this agreement as "Confidential Information"); and
2. Employee may in the course of employment with Company develop tangible and
intangible property including with limitation, software, hardware, know-how,
designs, techniques, documentation, inventions, ideas, data, methods,
processes, moulds, jigs, dies, 1 prototypes and other material regardless of
the form or media on which such is stored, some or all which property may be
protected by patents, copyrights, trade secrets, trade marks, industrial
designs or mask works (which tangible and intangible property is
collectively referred to in this agreement as "Proprietary Property").
3. Employee, both during and after employment with the Company, shall keep all
Confidential Information confidential and shall not use any Proprietary
Property or Confidential Information except in the course of carrying out
authorized activities on behalf of the Company or except as expressly
authorized by Company in writing.
4. Employee shall not make any unauthorized use of any trade secrets or
proprietary property of a third party during the course of employment with
Company.
5. All Proprietary Property which Employee may develop in the course of
employment with Company, whether alone or jointly with others, shall be the
exclusive property of Company and Employees shall have no rights in any such
Proprietary Property. At the request and expense of Company, Employee agrees
to do all acts necessary and sign all documentation necessary in order to
assign all rights in the Proprietary Property to Company and to enable
Company to register patents, copyrights, trade marks, mark works, industrial
designs and such other protections as Company deems advisable anywhere in
the world.
6. If during the course of employment with Company Employee develops any work
which is protected by copyright, Employee hereby waives unconditionally any
"moral rights" Employee may have in such work.
7. Employee, both during and after employment with the Company, shall not make
any unauthorized use of the Company's computer systems, communication
networks, databases or files. Employee shall adhere to all Company policies
regarding the use of such computer systems communications networks, databases
or files.
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8. Employee's employment with Company is and will continue to be subject to
the terms and conditions of this agreement.
IN WITNESS WHEREOF EMPLOYEE has executed this Agreement this day of
, 1998:
[SIG] /s/ B. RAVI GOPAL
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Witness Employee Signature
Dr. B. Ravi Gopal 279 530 257
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Employee Name (Please Print) Employee Social Insurance Number
