--------------------------------------------------------------------------------
Exhibit 99.2 - EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective the 1st day of August, 1998,
by and between Conectisys, Inc., a Colorado corporation ("CONECTISYS"),
("Employer"), and Lawrence Muirhead ("Consultant/Employee").
WITNESSETH:
WHEREAS, Employer is a corporation, duly organized under the laws of the state
of Colorado; and
WHEREAS, Consultant/Employee has expertise in Employer's business which is
engaged in the business of high technology and light manufacturer; and
WHEREAS, Employer desires to employ Consultant/Employee, and Consultant/Employee
desires to accept employment with Employer upon the terms and conditions herein
set forth; and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein, and intending to be legally bound hereby, the parties
mutually agree as follows:
1. Employment and Term Employer hereby employs Consultant/Employee and
Consultant/Employee hereby accepts employment from Employer to perform the
duties set forth below, for an initial term of Three (3) years, subject to
the further provisions of this Agreement, and thereafter shall be
automatically extended for subsequent two (2) year terms unless terminated
as provided herein. Consultant/Employee's employment hereunder shall be
continued thereafter from term to term until either party shall give sixty
(60) days prior written notice of termination. Notwithstanding the
foregoing, this Agreement may be sooner terminated as provided in
paragraph 8 hereof.
2. Duties. Consultant/Employee shall devote his full time and efforts to
the business of Employer, and shall be an officer of Conectisys, holding
the titles of Chief Technical Officer, performing the duties of such
offices for Employer. Consultant/Employee shall further have the power
Disclosure of such consultation services will conform to section 7
<PAGE>
herein
3. Compensation. During the initial term of this Agreement,
Consultant/Employee shall receive as compensation for his services, an
annual base salary of One Hundred and Fifty Thousand Dollars ($150,000).
Base salary shall be paid at a minimum Ninety Thousand Dollars ($90,000)
in cash annually and the balance paid at the option of the employer in
cash or restricted common stock under rule 144. During the subsequent
terms of employment under this agreement, Employer shall negotiate
Consultant/Employee's annual base salary in good faith; provided, however,
that Employer shall pay Consultant/Employee an annual base salary in such
subsequent terms of employment in an amount no less than the annual base
salary paid Consultant/Employee during the initial term hereunder.
Consultant/Employee shall further receive a bonus, paid at year-end, equal
to One percent (1%) of all net profits before taxes earned by Conectisys.
Consultant/Employee shall have an option to purchase up to 500,000 shares
of Conectisys Corporation restricted stock under rule 144 at a cost of
Sixty (60%) of the average market value during the prior 180 days of
trading; this option shall remain open for Three (3) years with an option
to renew said option for an additional two (2) years.
4. Fringe Benefits.
a. Fringe Benefits. Consultant/Employee shall be entitled to participate
in all qualified or unqualified Consultant/Employee benefit plans subject
only to those prerequisites required of other officers and
Consultant/Employees. Consultant/Employee shall receive such other fringe
benefits as Employer may determine from time to time in its sole
discretion. Consultant/Employee shall be entitled to Three (3) weeks paid
vacation each fiscal year. If Consultant/Employee is unable to perform
Consultant/Employee's duties by reason of illness or incapacity for a
consecutive period of more than two weeks, the compensation payable after
the aforesaid period shall be two Thousand Dollars ($2,000), per month.
Upon return to full employment, full compensation shall be reinstated. If
Consultant/Employee is unable to perform or is absent from employment for
a period of more than Three (3), months, Employer may terminate this
Employment Agreement, without further cause.
b. Insurance Benefits. Employer shall provide full medical insurance
coverage to the Consultant/Employee and his dependent or the company will
reimburse the Consultant/Employee for coverage up to Three Hundred Dollars
($300) per month, at the discretion of the Consultant/Employee.
c. Hire-on Bonus. Consultant/Employee shall receive Seventy-five Thousand
(75,000) Dollars worth of Conectisys Corporation restricted stock under
rule 144, at one-half market price, upon execution of this agreement.
d. Performance Bonuses. Consultant/Employee shall receive performance
bonuses for the successful completion of the milestones listed below. The
dollar values are to be converted to Conectisys Corporation restricted
stock under rule 144 at one-half market price.
i. Upon successful demonstration prior to December 15, 1998 of a
working alpha unit, the Consultant/Employee shall receive
Thirty-Seven Thousand Five Hundred Dollars ($37,500) worth of shares
of Conectisys Corporation.
ii. Upon successful completion of the beta server software, the
Consultant/Employee shall receive Thirty- Seven Thousand Five
<PAGE>
Hundred Dollars ($37,500).
iii. Upon successful completion of the beta base station software,
the Consultant/Employee shall receive Seventy-Five Thousand Dollars
($75,000).
iv. Upon successful completion of the beta node software, the
Consultant/Employee shall receive Seventy- Five Thousand Dollars
($75,000).
v. Upon successful deployment of a beta network, the
Consultant/Employee shall receive One Hundred Fifty Thousand Dollars
($150,000).
vi. Upon successful completion of the gamma server software, the
Consultant/Employee shall receive Thirty- Seven Thousand Five
Hundred Dollars ($37,500).
vii. Upon successful completion of the gamma base station software,
the Consultant/Employee shall receive Seventy-Five Thousand Dollars
($75,000).
viii. Upon successful completion of the gamma node software, the
Consultant/Employee shall receive Seventy- Five Thousand Dollars
($75,000).
ix. Upon successful deployment of a gamma network, the
Consultant/Employee shall receive One Hundred Fifty Thousand Dollars
($150,000).
x. Upon successful deployment of a gamma network containing more
than 10,000 nodes, the Consultant/Employee shall receive One Hundred
Fifty Thousand Dollars ($150,000).
xi. Upon successful completion of performance criteria i through ix,
Consultant/Employee shall have an option to purchase up to 500,000
shares of Conectisys Corporation restricted stock under Rule 144 at
a cost of sixty (60%) of the average market value during the prior
180 days of trading.
xii. Consultant/Employee's maximum number of restricted common stock
issuance shall not exceed 1.6 million shares for Performance Bonus
criteria i. through ix and Consultant/Employee's Hiring Bonus
combined.
xiii. Consultant/Employee's minimum number of restricted common
stock issuance shall not be less than 1.5 million shares for
Performance Bonus criteria i. through ix and Consultant/Employee's
Hiring Bonus combined.
5. Reimbursement for expenses. Employer shall reimburse
Consultant/Employee for all ordinary and reasonable expenses incurred by
Consultant/Employee in connection with the business of Employer,.
Reimbursement shall be made to Consultant/Employee by
<PAGE>
Employer no later than within thirty (30) business days following
Consultant/Employee's submittal to Employer of a reasonable itemization
and documentation of such expenses incurred by Consultant/Employee within
the prior approval procedures established by the E employer. In the event
that reimbursement is made after the thirty (30) business day period, the
employer shall also pay the Consultant/Employee interest at 20% per annum
for the period between the expiration of the thirty business day period
and the date of reimbursement. through Conectisys.
6. Employer's Documents. Consultant/Employee shall upon termination of
employment with Employer, for any reason whatsoever, deliver to Employer
any and all records, forms, manuals, notebooks, instructional materials,
contracts, lists of names or other customer data and any other documents,
computer software or the like which have come into Consultant/Employee's
possession by reason of employment with Employer or which
Consultant/Employee holds for Employer, irrespective of whether or not any
of said items were prepared by Consultant/Employee. Consultant/Employee
shall not retain memoranda or copies of any said items; nor shall
Consultant/Employee disclose such records forms, contracts lists or names
or other customer data or trade secrets to any other person, firm or
entity, either before or after termination of employment with Employer.
7. Disclosure of Information. Consultant/Employee recognizes and
acknowledges that Employer's documents, techniques, procedures and
processes as they exist from time to time, are valuable, special and
unique assets of Employers business. Consultant/Employee, will not, during
the term of employment or after the termination thereof, carry away,
utilize or disclose any of the technique, procedures, processes or any of
the information contained in said Consultant/Employees documents or
computer data or any part thereof to any person, firm, corporation,
association or other entity for any reason for purpose whatsoever. In the
event of a breach or threatened breach by Consultant/Employee of the
provisions of this paragraph, Employer shall be entitled to injunction
restraining Consultant/Employee from disclosing or utilizing, in whole or
in part, any of the above information. Nothing herein shall be construed
as prohibiting Employer from pursuing any other remedies available for
such breach or threatened breach, including the recovery of damages.
Consultant/Employee shall disclose to employer all outside consulting
services performed by Consultant/Employee. Disclosure in the prior
sentence only is defined as: the firm or individual whom the services are
being performed for and the general scope of work being performed. The
employer's Board of Directors shall determine at such time if a conflict
of interest occurs.
8. Termination of Employment. Employer may not terminate
Consultant/Employee's employment hereunder during the initial period,
except for cause, as defined herein. Thereafter, either party hereto may
terminate this Agreement without cause upon sixty (60) days written notice
to the other party.
a. Termination for Cause - By Employer. Employer may terminate this
Agreement for cause, which shall be defined as:
i. In the event that Consultant/Employee refuses to carry out
the reasonable and lawful directions of Employer or
Consultant/Employee shall defraud Employer, embezzle funds of
Employer, engage in willful misconduct, proven fraud or
dishonesty in the performance of Consultant/Employee's duties
<PAGE>
hereunder;
ii. In the event that Consultant/Employee breaches any of the
covenants contained in this Agreement and such breach has not
been cured to the reasonable satisfaction of Employer; or
iii. In the event that Consultant/Employee is materially
incapacitated from performing Consultant/Employee's duties
hereunder by reason of illness or other disability, but only
in the event that such incapacity or disability continues for
a continuous period of at least Ninety (90) days.
iv. Consultant/Employee's failure to follow Employer's the
rules and regulations regarding non- disclosure and disclosure
of Employer's trade secrets.
b. Termination for cause-By Consultant/Employee. Consultant/Employee
may terminate this Agreement for cause, which shall be defined as
being in the event that Employer breaches any of the covenants
contained in this Agreement and such breach has not been cured to
the reasonable satisfaction of Consultant/Employee.
c. Termination on Death of Consultant/Employee. This Agreement shall
terminate upon the death of Consultant/Employee.
d. Severance Pay. In the event of the termination for cause of
Consultant/Employee as provided in this Agreement,
Consultant/Employee shall not receive any severance or termination
pay, except for salary, bonuses and benefits accrued or earned, but
unpaid as of the date of Consultant/Employee's termination. In the
event of termination by employer for any other reason as provided
herein, Consultant/Employee shall receive, at the time of
termination, a lump sum severance payment, in addition to salary,
bonuses and benefits accrued or earned, but unpaid as of the date of
Consultant/Employee's termination, in an amount equal to
Consultant/Employee's salary and benefits payable under the terms
hereof for a period of One Hundred Eighty (180) days. All stock
options are vested and are irrevocable at the start of this
agreement. In the event that termination for cause pursuant to
Section 8(a)(i) occurs then all stock options are automatically
revoked upon discovery.
9. Notice. All demands, notices and other communications to be given
hereunder shall be in writing and shall be deemed received when personally
delivered or sent by registered or certified United States mail, return
receipt requested, postage prepaid, and addressed as follows:
Consultant/Employee:
Lawrence Muirhead
Employer:
<PAGE>
Conectisys, Inc.
24307 Magic Mountain Parkway, Suite #41
Valencia, CA 91355
or at such other address the parties may from time to time designate by
written notice hereunder.
10. Waiver. Waiver by Employer of a breach of any provision of this
Agreement by Consultant/Employee shall not construe Consultant/Employee as
a waiver of any subsequent breach. Waiver by Consultant/Employee of a
breach of any provision of this Agreement by Employer shall not be
construed as a waiver of any subsequent breach by Employer. Waiver by
Employer of a breach of any provision of this Agreement by
Consultant/Employee shall not be construed as a waiver of any subsequent
breach by Consultant/Employee.
11. Assignment. All rights and obligations under this Agreement shall be
personal to Consultant/Employee and shall not be assignable by
Consultant/Employee. The rights and obligations of Employer under this
Agreement shall inure to the benefit of and shall be binding upon
Employer, its successors and assigns.
12. Confidentiality of this Agreement. Employer and Consultant/Employee
agree to keep and maintain the terms and provisions of this agreement
absolutely confidential and shall not disclose its terms to any person or
entity.
13. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the state of California. Venue for any legal
action arising from this Agreement shall lie only in Los Angeles County,
California.
14. Heading's. Any headings preceding the text of the paragraphs hereof
are inserted solely for convenience of reference and shall not constitute
a part of this Agreement nor shall they affect its meaning, construction
or effect.
15. Saving Clause. If any provision or clause of his Agreement, or
application thereof to any person or circumstances is held invalid or
unlawful, such invalidity or unlawfulness shall not effect any other
provision or cause of this Agreement or application thereof which can be
given effect without the invalid or unlawful provision, clause or
application.
16. Entire Agreement. This Agreement contains the entire understanding
between the parties hereto. There have been no oral or other agreements of
any kind whatsoever as a condition precedent or inducement to the signing
of this Agreement or otherwise concerning this Agreement or the subject
matter hereof No changes, modifications or alterations of any of the terms
and provisions, contained in this Agreement, shall be effective unless
changed, modified, or altered in writing and signed by both parties
hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Consultant/Employee:
By: /s/ Lawrence Muirhead
-------------------------
Lawrence Muirhead
<PAGE>
Employer:
By: /s/ Robert A. Spigno
------------------------
Robert A. Spigno
President & CEO
