Employment Agreement between Force Protection Inc. and Gale Aguilar for Interim CEO Position

Summary

Force Protection Inc. has offered Gale Aguilar the position of Interim Chief Executive Officer, starting October 25, 2004, with a salary of $180,000 per year, benefits, corporate housing, and stock-based bonuses. The agreement requires Gale to follow company policies, maintain confidentiality, and assign all work product to the company. Employment is at-will, meaning either party can end it at any time without severance. The agreement is governed by South Carolina law and may be transferred if the company is reorganized or acquired.

EX-10.1 2 doc2.txt November 8, 2004 To: Gale Aguilar Gilroy, California Re: Employment Letter Dear Gale: We are pleased to confirm our offer to employ you as part of the Force Protection management team on the following terms: Title: Interim Chief Executive Officer. An outline of your scope of duties is attached. Compensation: Salary: $180,000 per year, paid bi-weekly Benefits: Health insurance and other benefits according to the Company's standard benefits package. Other: Corporate Housing in Charleston Performance Bonus at the discretion of the Board of Directors Signing Bonus of 250,000 restricted common shares Stock grant of 1 "Series C" plus 250,000 restricted common stock to vest on January 1, 2005 Stock grant of 1 "Series C" to vest on June 30, 2005 Start Date: October 25, 2004 Employment Terms: Your position will be part of the management of Force Protection Inc (jointly with its subsidiary Technical Solutions Group, Inc. referred to as the "Company"). Your place of work will be the Company's offices in Ladson South Carolina. In consideration of the Company extending this offer to you, you agree to the following: You agree to be bound by and comply with the provisions of the Company Employee Handbook (as amended from time to time) and our Code of Ethics & Conduct. You agree at all times to protect the Company's best interests and to perform your duties in a diligent and professional manner. You agree to treat all Company information and trade secrets as confidential, and agree not to use for your own purposes or disclose such information to outside third parties. You agree that work you perform for the Company shall be "work for hire" and that the Company shall own all the results of your work, including all intellectual property rights arising out of or from such work. You agree to execute such additional documents as the Company may require from time to time in connection with any of the foregoing matters or as part of the Company's standard policies & procedures, including our "Non-Disclosure Agreement." You acknowledge that such agreements shall be deemed to be a part of your employment agreement, and that the conditions of such agreements may bind you beyond the period of your employment. You understand and agree that this employment agreement is "at will," and can be terminated by you or the Company at any time and for any reason without payment of severance compensation or other termination damages. You agree that this agreement may be transferred by the Company in connection with any merger, acquisition, reorganization or restructuring, and that it is subject to the jurisdiction and law of the State of South Carolina. We are extremely pleased to extend this offer to you and look forward to your contribution to our Company. If the foregoing is acceptable to you, I would ask that you kindly sign below. Regards, Sincerely yours, /s/ Frank Kavanaugh - --------------------------- Frank Kavanaugh, Director /s/ R. Scott Ervin - --------------------------- R. Scott Ervin, Director Accepted and Agreed: By: /s/ Gale Aguilar_______ - --------------------------- Gale Aguilar