EMPLOYMENTAGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into on this 8th   day of April 2010 (the "Effective Date"), by and between Vystar Corporation, a Georgia corporation (the "Company"), and Jack Callicutt, a resident of the State of Georgia ("Employee").

In consideration of the employment by the Company and of the compensation and other remuneration paid, and to be paid, by the Company and received by Employee for such employment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Employee, it is agreed by and between the parties hereto as follows:

1.	Definitions.  For purposes of this Agreement, the following terms shall have the meanings specified below:

	"Business" – the research, development, manufacturing, marketing, sales, distribution and offering of products and services related to low-protein natural rubber latex raw materials and products offered by the Company as of the Effective Date and as may be offered by Company during the term of this Agreement.
	“Competitor” – means any Person (as defined herein) offering products or services in competition with Company or any of its subsidiaries, specifically any Person offering or involved in the research, development, manufacturing, marketing, selling and/or distribution of any low-protein natural rubber latex raw material or product.
	"Confidential Information" - information relating to the operations, customers, or finances of the Company, or the Business, that derives value from not being generally known to other Persons, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, and lists of or identifying information about actual or potential customers or suppliers, including all customer lists, whether or not reduced to writing, certain patented and unpatented information relating to the research and development, manufacture or serving of the Company's products, information concerning proposed new products, market feasibility studies and proposed or existing marketing techniques or plans, and all information defined as a “Trade Secret” pursuant to the Georgia Trade Secrets Act or otherwise by Georgia law.  Confidential Information also includes the same types of information relating to the operations, customers, finances, or Business of any affiliate of the Company, if such information is learned by Employee during the term of this Agreement or in connection with Employee's performance of Services.  Con­fidential Information also includes information disclosed to the Company by third parties that the Company is obligated to maintain as confiden­tial.  Confidential Information may include information that is not a Trade Secret, but Confiden­tial Information that is not also a Trade Secret shall constitute Confidential Information only for five (5) years after the Termination Date.  Confidential Information does not include information generally available to the public through no violation of a confidentiality or non-disclosure obligation owed to Company;

 

 

 

 

	"Customer" - any customer of the Company in the Territory that Employee, during the term of this Agreement, (i) provided goods or services to or solicited on behalf of the Company; or (ii) about whom Employee possesses Confidential Information;
	"Person" - any individual, corporation, partnership, limited liability company, association, municipality, government agency, government, unin­corporated organization or other entity;
	"Services" - the duties and functions that Employee shall provide in the Territory as an employee of the Company and as further outlined on Exhibit B;
	"Termination Date" - the last day Employee is employed by the Com­pany, whether the termination is voluntary or involuntary and whether with or without cause;
	“Territory” – shall be the geographic region in which Employee initially and/or at anytime throughout the term of this Agreement provides the Services.  Territory shall be more fully described in Exhibit B along with Employee’s description of Services.

 

 

 

 

(1)  The acquisition, directly or indirectly, of any "person" (excluding any "person" who on the date hereof owns or controls ten percent (10%) or more of the voting power of the Company's common stock), as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, within any twelve (12) month period of securities of the Company representing an aggregate of fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, that for purposes of this Paragraph (a), "acquisition" shall not include shares which are received by a person through gift, inheritance, under a will or otherwise through the laws of descent and distribution;

(2)    During any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board"), cease for any reason to constitute at least a majority thereof, unless the election of each new director was approved in advance by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period; or

(3)    The occurrence of any other event or circumstance which is not covered by (1) or (2) above which the Board determines affects control of the Company and, in order to implement the purposes of this Agreement, adopts a resolution that such event or circumstance constitutes an “event” under this Paragraph 7.

b.    If the Company terminates Employee pursuant to Paragraph 7(a), Company will, for the Severance Period (as defined in Paragraph 10(c)), pay Employee her then current salary  and provide Employee with Group Health Insurance, but Company shall not be required to pay any other compensation or provide any other benefits.

a.    Work For Hire Acknowledgment; Assignment.  All writings, draw­ings, photographs, tapes, recordings, computer programs and other works in any tangible medium of expression, regardless of the form of medium, which have been or are prepared by Employee, or to which Employee contributes, in connection with Employee's employ­ment by the Company, whether patented, copyrighted, trademarked or otherwise (collectively the "Works") and all copyrights, patents, trademarks and other rights in and to the Works, belong solely, irrevocably and exclusively throughout the world to the Company as works made for hire.  However, to the extent any court or agency should conclude that the Works (or any of them) do not constitute or qualify as a "work made for hire," Employee hereby assigns, grants and delivers, solely, irrevocably, exclusively and throughout the world to the Company all ownership and other rights to the Works.  Employee also agrees to cooperate with the Company and to execute such other further grants and assignments of all rights as the Company from time to time reasonably may request for the purpose of evidencing, enforcing, filing, registering or defending its ownership of the Works and the copyrights in them, and Employee hereby irrevoca­bly constitutes and appoints the Company as Employee's agent and attorney-in-fact, with full power of substitu­tion, in Employee's name, place and stead, to execute and deliver any and all such assignments or other instruments which Employee shall fail or refuse promptly to execute and deliver, this power and agency being coupled with an interest and being irrevo­cable. Without limiting the preceding provisions of this Paragraph 8(a), Employee agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media and in such manner as the Company, in its discretion, may determine.

 

 

b.    Inventions, Ideas and Patents.  Employee shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company, any invention or idea of Employee (developed alone or with others) conceived or made during Employee's employment by the Company (or, if related to the Business, during employment or within one year after the Termination Date).  Employee assigns to the Company any such invention or idea in any way connected with Employee's employment or related to the Business, research or development of the Company, or demonstrably anticipated research or development of the Company, and will cooperate with the Company and sign all papers deemed necessary by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm the exclusive ownership of the Company of all rights in such inventions, ideas and patents, and irrevoca­bly appoints the Company as its agent to execute and deliver any assignments or documents Employee fails or refuses to execute and deliver promptly, this power and agency being coupled with an interest and being irrevocable.  This constitutes written notification to Employee that this assignment does not apply to an invention for which no equipment, supplies, facility or Trade Secret information of the Company or any Customer was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) directly to the Business or (ii) to the actual or demonstrably anticipated research or develop­ment of the Company, or (b) the invention results from any work performed by Employee for the Company.

9.    Nonsolicitation; Noncompetition.

	a.    Non-Solicitation of Customers.  During the term of this Agreement, and for one (1) year after the Termination Date, Employee will not solicit Customers within the Territory for the purpose of providing products or services comparable to those provided by the Business, except on behalf of the Company.
	b.    Non-Solicitation of Company Employees.  During the term of this Agreement and for one (1) year after the Termination Date, Employee will not solicit for employment with another Person anyone who is  an employee of the Company.
	c.    Non-Compete.  During the term of this Agreement and for one (1) year after the Termination Date, Employee will not provide services substantially similar to Services within the Territory to any Competitor.  Employee shall be prohibited from providing in the Territory in competition with the Company in accordance with the terms of this Agreement, including the Services expressly set forth on Schedule B attached hereto.  Employee acknowledges that Employee has been informed of and discussed with the Company the specific activities that Employee will perform as Services and that Employee understands the scope of the activities that constitute Services and the Territory under this Agreement.  .

 

 

 

d.    Future Employment Opportunities.  Prior to and for one (1) year after the Termination Date, Employee shall (a) provide any employer with a copy of this Agreement, and (b) upon accepting any position, provide the Company with the employer's name and a description of the services, if any, Employee will provide for such employer.

 

	a.    Without Cause.   Either party may terminate this Agreement upon thirty (30) days notice to the other party.
	b.    For Cause.
	(1)    By the Company (i) pursuant to Paragraphs  6 or 7, (ii) upon conviction of the Employee of any felony or material misdemeanor under federal, state or local laws or ordinances, except traffic violations (iii) upon the failure of Employee to diligently or competently discharge the duties assigned to him pursuant to this Agreement; or
	(2)    (i) By Employee upon thirty (30) days' written notice to the Company for any breach of this Agreement by Company and failure to cure within that thirty (30) day notice period; or
	(3)    By the Company upon any breach by Employee of any of the terms and conditions of this Agreement or the breach by Employee of any representation or warranty made to the Company herein or in any other agreement, document or instrument executed by Employee and delivered to the Company, or should any representation or warranty made by Employee hereunder or thereunder prove to have been false or misleading in any material respect when made or furnished; or
	(4)    By the Company upon the death of Employee.

(1)    In the event Employee is terminated by the Company without cause (other than during the Probationary Period pursuant to Paragraph 3) and if after the first year of Employee’s employment with the Company, the Company shall (i) pay Employee his then current salary and provide Employee with Group Health Insurance, but no other compensation or benefits, for three (3) months (“Severance Period”) beginning with the date of termination (“Severance Payment”).  If Employee is terminated for cause or Employee terminates  this Agreement without cause, Employee shall be entitled only to compensation accrued through the date of Termination and all benefits accrued as of such date, and shall not be entitled to any Severance Payment described herein, but shall remain obligated to the Non-Compete and Non-Severance obligations.

 

 

 

(2)    Return of Materials.  On the Termination Date or for any reason or at any time at the Company's request, Employee will deliver promptly to the Company all materials, documents, plans, records, notes, manuals, subcontracts, procedures, customer lists, and any other papers and any copies thereof in Em­ployee's possession, custody or control relating to the Company or the Business, whether defined as Confidential Information, Trade Secret or otherwise, all of which at all times shall be the property of the Company.

a.    Assignability.

(1) This Agreement may be assigned by the Company to any successor in interest to its business, which successor in interest shall be bound herein to the same extent as the Company.  Employee agrees to perform his duties for such successor in interest to the same extent as for the Company.

(2) This is a personal agreement on the part of Employee and may not be sold, assigned, transferred or conveyed by Employee.

b. No Waiver.  The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party.

c.   Governing Law and Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.  Any cause of action shall be filed in and the parties agree to subject themselves to the jurisdiction of any State or Federal court of competent jurisdiction located in Atlanta, Georgia.

d.  Entire Agreement.  This Agreement, together with the Employee confidential Information, Copyright and Invention Assignment Agreement, attached hereto as Exhibit C, states the entire agreement and understanding between the parties and supersedes all prior understandings and agreements.

e.   No Modification.  No change or modification to this Agreement shall be valid unless in writing and signed by both parties hereto.

f. Independence of Covenants.  The covenants contained herein shall be construed as agreements independent of each other and of any other provision of this or any other contract between the parties hereto, and the existence of any claim or cause of action by Employee against the Company, whether predicated upon this or any other contract, shall not constitute a defense to the enforcement by the Company of said covenants.

 

 

 

g.    Right to Injunctive Relief.  Employee recognizes and agrees that the injury the Company will suffer in the event of the Employee's breach of any covenant or agreement contained herein cannot be compensated by monetary damages alone, and Employee therefore agrees that the Company, in addition and without limiting any other remedies or rights that it may have, either under his Agreement or otherwise, shall have the right to obtain an injunction against Employee from any court of competent jurisdiction enjoining any such breach without having to show or prove damages or injury.

h.  Jury Trial Waiver.  Both parties hereby waive their right to a trial by jury in the event of any dispute or cause of action regarding this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

	VYSTAR CORPORATION
	By:	_____________________________
	Name:	William R. Doyle
	Title:	President & CEO
	EMPLOYEE:
	_______________________________
	Name: Jack W. Callicutt

 

 

 

 

 

 

 

 

 

Annual Salary.  $125,000

Salary.  Company shall pay Employee a Yearly Salary of $125,000. The Annual Salary shall be payable bi-weekly according to the Company’s established payroll periods.  At the six (6) month anniversary of the Effective Date, Employee’s Direct Supervisor shall review Employee’s performance and determine whether any increase in salary is warranted.  Such increase shall be at the sole discretion of the Supervisor.

Bonus.   Employee shall be eligible for participation in a Company bonus plan as adopted by Company for key management.  Any such bonus shall be at the exclusive discretion of Company and Employee’s Direct Supervisor.

Stock Option Grant.  Employee shall be granted 200,000 stock options at the then-current publicly traded price on the date of grant.  Such stock option grant shall be pursuant to Company’s current 2004 Long-Term Incentive Compensation Plan, which shall vest according to the following schedule:

50,000 vesting upon the expiration of the Probationary Period.

50,000 vesting each of the next 3 years upon the anniversary date of the execution of the Stock Option Agreement.

Employee may be awarded additional option grants at the Company’s and/or her Supervisor’s sole discretion.  In all cases, the execution of a Stock Option Agreement shall be required in order to effect any such grant.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee shall be responsible for all financial aspects of the Company in terms of projections, budgets, inventory, investments, public company filings and related activities and such other duties as may be assigned by Employee’s Direct Supervisor and/or the Board of Directors of Company.

The Territory for Employee’s scope of Services responsibility shall be world-wide.