Employment Letter September 14, 2007

 

 

 

September 14, 2007

 

Edward C. Hall

 

4645 Vereda Luz Del Sol

 

San Diego, CA 92130

 

 

Dear  Ned:

 

Please allow this letter to serve as the entire agreement between JMAR Technologies, Inc. (the "Company") and you, Edward C. (“Ned”) Hall (the "Employee") with respect to certain aspects of your employment with the Company.  The Company acknowledges and agrees that the Employee is and will remain a partner of, and has and will retain an interest in, Tatum, LLC ("Tatum"), which will benefit the Company in that the Employee will have access to certain Tatum resources.

 

 

The Employee will begin work for the Company beginning on September 17, 2007.

 

 

·

Base Salary:  $160,000 annually ("Salary").  Employee's Salary may be increased from time to time, by the Company. Employee to be compensated pro-rata at this annualized rate for days worked starting August 22, 2007 to the effective date of the Employee’s employment hereunder. The Base Salary for the first year of employment will be paid in cash in the amount of $150,000 plus a one-time issuance of JMAR common shares equal to $10,000 upon the date of issuance, to be issued as soon as administratively practicable following the execution of this agreement.

 

·

Bonus:  To be determined based on milestones to be agreed upon between the Company and Employee with a targeted amount of 50% of Base Salary.

 

·

Equity:  To be determined….shares of common stock or common stock options comparable in quantity and terms issued / granted to other key executives / senior management of the Company.

 

Other Compensation Provisions:

 

·

During the course of the Employee's engagement hereunder, the Employee will remain a partner of Tatum.  As a partner of Tatum, Employee will share with Tatum a portion of his or her economic interest in any stock options or equity bonus that the Company may grant the Employee and may also share with Tatum a portion of any cash bonus and severance the Company may pay the Employee, to the extent specified in that certain Full-Time Permanent Engagement Resources Agreement between the Company and Tatum (the "Resources Agreement").  The Company acknowledges and consents to such arrangement.

 

 

The Employee will be eligible for any Company employment retirement and/or 401(k) plan and for vacation and holidays consistent with the Company's policy as it applies to senior management, and the Employee will be exempt from any delay periods required for eligibility.

 

In lieu of the Employee participating in the Company-sponsored employee medical insurance benefit, the Employee will remain on his or her current Tatum medical plan.  The Company will reimburse the Employee for amounts paid by the Employee for such medical insurance for him/herself and (where applicable) his/her family of up to an amount per month available under the Company’s benefit plan upon presentation of reasonable documentation of premiums paid by the Employee to Tatum.  In accordance with the U.S. federal tax law, such amount will not be considered reportable W-2 income, but instead non-taxable benefits expense.

 

The Employee must receive written evidence that the Company maintains directors' and officers' insurance to cover in an amount reasonably acceptable to the Employee at no additional cost to the Employee, and the Company will maintain such insurance at all times while this agreement remains in effect. Furthermore, the Company will maintain such insurance coverage with respect to occurrences arising during the term of this agreement for at least three years following the termination or expiration of this agreement or will purchase a directors' and officers' extended reporting period, or "tail," policy to cover the Tatum Partner.

 

The Company agrees to indemnify the Employee to the full extent permitted by law for any losses, costs, damages, and expenses, including reasonable attorneys' fees, as they are incurred, in connection with any cause of action, suit, or other proceeding arising in connection with the Employee's employment with the Company

 

 

The Company may terminate the Employee's employment for any reason upon at least 30 days' prior written notice to the Employee, such termination to be effective on the date specified in the notice, provided that such date is no earlier than 30 days from the date of delivery of the notice.  Likewise, the Employee may terminate his or her employment for any reason upon at least 30 days' prior written notice to the Company, such termination to be effective on the date 30 days following the date of the notice.  The Employee will continue to render services and to be paid during such 30-day period, regardless of who gives such notice.  The Employee may terminate this agreement immediately if the Company has not remained current in its obligations under this letter or the Full-Time Permanent Engagement Resources Agreement between the Company and Tatum or if the Company engages in or asks the Employee to engage in or to ignore any illegal or unethical conduct.

 

This agreement will terminate immediately upon the death or disability of the Employee.  For purposes of this agreement, disability will be as defined by the applicable policy of disability insurance or, in the absence of such insurance, by the Company's Board of Directors acting in good faith.

 

The Employee's salary will be prorated for the final pay period based on the number of days in the final pay period up to the effective date of termination or expiration.

 

 

If the termination of this agreement is within 90 days of the Beginning Date, the Employee will be entitled to receive a Severance Payment (as defined below) equal to one month's salary.  After 90 days of employment, the Employee will be entitled to receive a Severance Payment equal to two months' salary.  For each additional period of six months' employment, the Employee will receive an additional month's salary as Severance Payment, provided that the Severance Payment will be limited to a maximum of twelve (12) months' salary.)  If this agreement is terminated by the Company without cause or the required notice, or by the Employee for cause, the Employee will be entitled to receive the termination payments noted in this paragraph, plus one additional month's compensation for early termination, plus all cash bonuses,  equity, and other compensation covered by this agreement will vest immediately and become payable at the date of termination. The Company will pay directly to Tatum an amount equal to the same percent that applies for Salary above for any Severance Payments that the Company may make to Employee, or $1,000 per month of Severance Payment after 36 months under this Resources Agreement.

 

 

This agreement contains the entire agreement between the parties with respect to the matters contained herein, superseding any prior oral or written statements or agreements.

 

The Company agrees to allow Tatum to use the Company’s logo and name on Tatum’s website and other marketing materials for the sole purpose of identifying the Company as a client of Tatum.  Tatum will not use the Company’s logo or name in any press release or general circulation advertisement without the Company’s prior written consent.

 

The provisions in this agreement concerning the payment of salary and bonuses and severance will survive any termination or expiration of this agreement.

 

The terms of this agreement are severable and may not be amended except in a writing signed by the parties.  If any portion of this agreement is found to be unenforceable, the rest of this agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial portion of its bargain.

 

This agreement will be governed by and construed in all respects in accordance with the laws of the State of California, without giving effect to conflicts-of-laws principles.

 

Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary.

 

Please sign below and return a signed copy of this letter to indicate your agreement with its terms and conditions.

 

 

Sincerely yours,

 

JMAR Technologies, Inc.   By: /s/ C. NEIL BEER                   Signature   Name:  C. Neil Beer, Ph.D. Title:   President & CEO Date:  ________________
Acknowledged and agreed by:
	EMPLOYEE:   By: /s/ Edward C. Hall              Signature   Print Name: Edward C. Hall Date: _________________________

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