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EXHIBIT 10.6
180 Geary Avenue, 2nd Floor
Toronto, ON
CANADA M6H 2B9
Tel (416) 535-8657 Ext 221
Fax (416) 535-2147
Email [email protected]
Web Site: http://www.hydrogenics.com
HYDROGENICS LOGO
July 16, 1999 PRIVATE AND CONFIDENTIAL
Robert Edwards
1171 Valleybrook Dr.
Oakville, ON L6H 427
Canada
Dear Robert:
Offer of Employment - VP Finance & Administration
Hydrogenics is very pleased to offer you a full-time position as Hydrogenics'
Vice President of Finance and Administration. The Board and shareholders have
have emphatically endorsed your candidacy and duly approve this offer prior to
its release.
We are making this offer because of your potential, past accomplishments,
education, initiative, strategic perspective, energy level, and interest in
environmental energy. We would certainly be honored to have you assist and
share in the growth and development of a world class fuel cell company.
This offer includes two copies of a letter of offer, a description of duties and
responsibilities and a confidentiality agreement. Please sign one copy and
return it to me, and retain the other for your own records.
1. STATE DATE AND SALARY
Your starting date is at your earliest availability, but no later than 16
August 1999. We offer a starting salary of $75,000 per annum, payable biweekly
in arrears. Hydrogenics commits to review your base salary every January
thereafter, in accordance with company policy.
2. SHARE OPTION PLAN (SOP)
The SOP is an important framework to attract & retain talent; furthering
Hydrogenics business growth. Hydrogenics has modeled its SOP on other
progressive knowledge-based companies. It involves preferentially priced stock
options.
* RETAINER STOCK OPTIONS OFFERED TO YOU, FROM HYDROGENICS' TREASURY
--Vesting quarterly over 4 years (9,375 options at the end of each
quarter)
--150,000 stock options in total
--Strike price at Hydrogenics' last financing round's $2,00/share
--10-year term
--The number of options shall be adjusted proportionately in the event
of a reorganization of capital such as share splits
--Other terms and conditions as per the Company's Stock Option Plan
(in process)
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HYDROGENICS CORP.
Upon becoming a shareholder of Hydrogenics, you will be required to sign the
Hydrogenics Stakeholder Agreement.
3. 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.
4. BENEFITS
All full-time employees and their dependents are eligible to receive the
benefits of a company-sponsored health and dental plan. The benefits include up
to 80% of the cost of prescription drugs, dental check-ups & treatment, vision,
term life insurance, disability insurance (employee sponsored) & other benefits.
Other benefits include 100% reimbursement of eligible tuition expenses on
professionally relevant courses duly approved by the company. As additional
benefits to you, we offer a car allowance ($500/mo) and a cellular phone/pager.
5. 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. This will expand to 4 weeks after 4 years of service
with the company.
6. 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), and can be any person of your choosing.
7. DESCRIPTION OF THE POSITION
Attached you will find a description of the duties and responsibilities
pertaining to the position of Vice-President Finance & Administration. The
position reports to the President and CEO of the Company.
8. TERMINATION
The terms to exercise and to accelerated vesting as a result of events such as
death, permanent disability, retirement, and of other similar causes, shall be
in accordance with the Hydrogenics Employee Stock Option Plan which is in
process.
Except in the event of a change in control, upon any termination of your
employment whether or not for cause and including as a result of your death or
disability, you will be entitled to the value of all of your shares which you
then own and all options which have then vested. You will not be entitled to
any unvested options. If you wish to exercise any of your vested options at
that time, you will be required to do so within 60 days of your termination
date, after which all vested options will expire.
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HYDROGENICS CORP.
Except in the event of a change in control, if the termination of your
employment occurs prior to the date on which the shares of Hydrogenics are
publicly traded on a recognized stock exchange, Hydrogenics shall have the
right, but not the obligation, to repurchase all of your shares (including all
shares acquired by you upon exercise of vested options) at a price per share
equal to the fair value, which is the value determined by the Hydrogenics board
in accordance with any Stock Option Plan adopted by Hydrogenics from time to
time. Hydrogenics must exercise that right within 120 days of the termination of
your employment.
In the event of termination without cause under a change of control, all
options shall immediately vest.
If you are in agreement with the terms of this offer, please sign and date one
copy and return it to me before Wednesday, July 21st, 1999.
The staff of Hydrogenics looks forward to working with you to advance our field
while building a progressive model corporation of which we can all be proud.
Sincerely,
/s/ PIERRE RIVARD /s/ ROBERT LEE
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Pierre Rivard Robert Lee
President & CEO Chairman of the Board
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I accept the above offer of employment at Hydrogenics Corporation, and confirm
that I have received adequate time to seek independent legal advice concerning
the offer.
/s/ ROBERT EDWARDS JULY 20, 99
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Your Signature Date
Encl.:2
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Hydrogenics Corp.
Vice-President Finance & Administration
Terms of Reference
Responsibilities
* Oversee all financial activities
* Key contributor to strategic planning and company direction/vision
* Coordinate compliance requirements prior to IPO and other significant events
* Presentation of financial information to Board, Lenders, and Investors
* Planning and vetting of current and future capital structure
* Financing capital equipment and working capital requirements
* Financial analysis of new sales and business opportunities
* Coordination of legal, taxation, and contractual activities
* Financing of acquisitions, joint ventures, partnerships, cost-shared R&D
* Coordinate financial due diligence on acquisition candidates
* Preparation, negotiation and execution of financial aspects of equity rounds
* Investors, analyst and lenders relations
* Hiring, management, supervision and development of financial staff
(part-time, full-time and consultants positions)
* Planning and implementation of Hydrogenics' budgetary process, including
internal/external - input/output consolidation
* Review of Acrual Vs Budget performance, with comptroller responsibilities,
and presentation to lenders, investors and other relevant stakeholders
* Coordination of year-end and on-going auditing requirements
* Supervisory responsibility for book-keeping and recording practices and
performance
* Performs any other task as required by the President & CEO.
Reporting To
* President and CEO
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180 Geary Avenue, 2nd Floor
Toronto, ON
CANADA M6H 2B9
HYDROGENICS CORPORATION LOGO
Tel (416)535-8657 Ext 221
Fax (416)535-2147
Email: [email protected]
Web site: http.//www.hydrogenics.com
AGREEMENT AS TO CONFIDENTIALITY OF
INFORMATION AND OWNERSHIP OF PROPRIETARY PROPERTY
IN CONSIDERATION OF EMPLOYMENT WITH HYDROGENICS CORPORATION
("COMPANY") THE UNDERSIGNED ("EXECUTIVE") ACKNOWLEDGES AND
AGREES THAT:
1. Employment with Company will give Executive access to proprietary and
confidential information belonging to Company, its customers, its
suppliers and other (which proprietary and confidential information is
collectively referred to in this agreement as "Confidential Information");
and
2. Executive 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, 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. Executive, 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. Executive 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 Executive may develop in the course of
employment with Company, whether alone or jointly with others, shall be
the exclusive property of Company and Executive shall have no rights in
any such Proprietary Property. At the request and expense of Company,
Executive 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, mask works, industrial designs and such other protections as
Company deems advisable anywhere in the world.
6. If during the course of employment with Company, Executive develops any
work which is protected by copyright, Executive hereby waives
unconditionally any "moral rights" Executive may have in such work.
7. Executive, 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. Executive shall adhere to all Company
policies regarding the use of such computer systems communication networks,
databases or files.
Clean Power for the 21st Century
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Hydrogenics Corporation
8. Executive's employment with Company is and will continue to be subject to
the terms and conditions of this agreement.
IN WITNESS WHEREOF EXECUTIVE has executed this Agreement this 20 day of July,
1999:
/s/ Pierre Rivard /s/ Robert Edwards
________________________________ ___________________________________
Witness Executive Signature
/s/ Robert Edwards 716 964 259
________________________________ ___________________________________
Executive Name Executive Social Insurance Number
