Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - VALENCE TECHNOLOGY INC | valence_8k-021710.htm |
| EX-99.1 - PRESS RELEASE - VALENCE TECHNOLOGY INC | ex99-1.htm |
Exhibit
10.1
February
11, 2010
Randall
J. Adleman
12124
Betts Lane
Raleigh,
NC 27614
Reference: Contingent
Employment Offer
Dear
Randy:
Valence
is pleased to extend a contingent offer of employment with you in the capacity
as Vice President of Sales & Marketing. If it is agreeable to
you, please so indicate by executing a copy of this letter in the space provided
below, and returning it to Cheryl Logan, Director of Human
Relations. This offer is contingent upon the occurrence of the
following condition precedent: (1) the acceptance by the CEO and Board of the
signed employment offer letter from you. The key terms and conditions
are as follows:
Capacity
and Duties:
You shall
serve the Company as its Vice President of Sales & Marketing and shall
report to Robert L. Kanode, President and Chief Executive Officer. In
this capacity, you will be expected, on a day to day basis, to oversee all sales
and marketing activities which include, but are not limited to:
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Assume
responsibility for identifying and understanding all Valence products,
services, support capability and economic
advantages.
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Identify
target markets and products (automotive, stationary, industrial and
military) to determine where Valence products and services best fit to
offer superior performance and economic
advantages.
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Develop
“Valence
Value Propositions” that best fulfill customer needs with Valence
Solutions.
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o
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Cooperatively
work with the Valence R&D team to develop Valence custom
energy storage and management solutions and off-the-shelf energy storage
and management solutions.
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Identify
and assess target devices / applications that
would most benefit from Valence technology, products and
services.
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Develop
effective working relationships with
customer executives and decision makers, Valence sales & marketing
team, Valence management and the
BOD.
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Develop
and implement a high performance international sales & marketing
business plan.
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Effectively
utilize and manage company resources
to achieve goals with minimal
expense.
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Assume
responsibility for building, mentoring, motivating and managing a high
performance global sales and marketing team to support the requirements of
the Sales & Marketing
functions.
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Create
detailed proposals and estimates, develop and maintain a professional
knowledge base, and continuously formulate and implement both near-term
and long-term business strategies that will optimize revenues and
profitability growth.
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| Confidential |
Valence Technology,
Inc. 12303 Technology Blvd., Suite 950., Austin Texas
78727
Tel: 512-527-2900,
Fax: 512-527-2901
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Randall
J. Adleman
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2
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February
11, 2010
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Assist
the CEO, BOD and executive team as required in the due diligence and
development of partnership agreements, license contracts, supplier
contracts, customer manufacturing contracts and any other business to
business or business to customer relationships as
required.
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Assist
with implementing Company-wide quality
initiatives.
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Assume
responsibility for the assessment and management of the sales and
marketing employee performances including the completion of performance
and salary reviews and bonus
programs.
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Compensation:
Your
starting salary will be at an annualized rate of $175,000, paid on a bi-weekly
basis. Since this position is classified as exempt, you will not be
eligible for overtime pay. The Company may make deductions from your
salary to cover applicable federal, state and/or local income tax withholdings
and any other amounts, which the Company is required to withhold by applicable
law. In the event you or the Company terminates your employment, for
any reason, you will earn the base salary prorated to the date of
termination.
Annual
Bonus:
In
addition, you will be eligible for consideration of an annual bonus
of fifty five percent (55%) of your base salary which will be awarded
on a quarterly basis and based on plan and targeted revenue growth and up to
seventy one point four percent (71.4%) of your base salary at one hundred twenty
five percent (125%) of plan. This bonus will be at the discretion of
the Company and is based on specific goals set by and agreed to by the CEO
within 30 days of employment, as well as based on the Company’s financial
performance. This bonus is not guaranteed.
Stock
Options:
Upon
acceptance of this contingent offer and your beginning employment, you will
receive an employee stock option in the amount of 200,000
shares. The exercise
price of this option will be the closing value of Valence’s stock on your first
day of employment. This option vests over a three-year period;
33% on your one year anniversary date and 67% vested pro ratably, quarterly over
the remaining two years. The Stock Option benefit plan is described
in more detail in the enclosed outline.
Benefits:
You will
be eligible to receive medical, dental, vision, and life insurance coverage
provided under Valence’s group insurance plans, and will be eligible to
participate in Valence’s 401(k) plan. You will be eligible for three
weeks of vacation per year, accrued on a bi-weekly basis. These
benefit plans are described in more detail in the plan documents available from
the Human Resources Department.
Relocation
A
standard relocation package will be presented based on reasonable expenses and
in accordance with Valence’s current Relocation Policy.
Miscellaneous:
Because
of the nature of the Company’s business, you will be required to execute a
Confidentiality Agreement in the Company’s standard form as a condition of your
employment with the Company. The Agreement may be modified by the
Company from time to time, and as a condition of continued employment you agree
to execute any amended Agreement. Except as may be otherwise set
forth herein, your employment with the Company will be on an at-will basis,
meaning that either you or the Company may terminate the employment at any time,
with or without notice, and with or without Good Cause. No employee
of the Company may alter your status as an at-will employee.
Valence
reserves the right to terminate your employment agreement for Good
Cause:
| Confidential |
Valence Technology,
Inc. 12303 Technology Blvd., Suite 950., Austin Texas
78727
Tel: 512-527-2900,
Fax: 512-527-2901
|
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Randall
J. Adleman
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3
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February
11, 2010
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For
purposes of the Agreement, “Good Cause” shall mean and include termination
by reason of (a) your conviction (including any plea of guilty or no
contest) of (i) any felony or misdemeanor involving the embezzlement,
theft or misappropriation of monies or other property of the Company and
(ii) any felony involving the embezzlement, theft or misappropriation of
monies or other property or crime of moral turpitude; (b) your
willful and continued neglect by you of your duties as Vice President of
Sales & Marketing, but only if such neglect continues for 10 days
following receipt by you of written notice from the Company specifying
such breach and demanding that you cure such breach, and (c) your
continued willful failure to abide by the Company’s policies applicable to
your employment for 10 days following receipt by you of written notice
from the Company specifying such breach. In the event your
employment is terminated in accordance for “Good Cause,” you shall be
entitled to receive only your base salary then in effect, prorated to the
date of termination, and any benefits and expense reimbursement to which
you are entitled by virtue of your employment with the
Company.
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In the
event the Company terminates your employment for other than Good Cause (as
defined above) Valence will provide you with 30 days notice and four (4) months
salary payable as of the date of termination.
Resignation:
In the
event you elect to terminate your employment and resign as the Vice President of
Sales & Marketing of the Company, you agree to provide the CEO and Board of
Directors with thirty (30) days advance notice of your resignation.
As a
Valence employee you will be expected to abide by company rules and
regulations. You will be expected to sign and comply with our
employee agreement which requires, among other provisions, the assignment of
patent rights to any invention made during your employment at Valence and
nondisclosure of proprietary information. Upon any termination of
your employment you will agree not to disparage the Company, its officers, BOD
or other employees.
This
offer is contingent upon successful completion of a background investigation and
reference checks. Additionally, this offer is subject to your
submission of an I-9 form and satisfactory documentation respecting your
identification and right to work in the United States no later than three days
after your employment begins.
If
you wish to accept employment at Valence under the terms set out above, please
sign and date this letter, and return it to Cheryl Logan at your earliest
convenience.
We look
forward to your favorable reply and to a productive and exciting work
relationship.
Sincerely,
/s/ Robert L.
Kanode
Robert L.
Kanode
President
and Chief Executive Officer
/s/ Randall J.
Adleman
February 12,
2010
Approved
and
Accepted Date
Randall
J. Adleman
Cc: Cheryl
Logan
| Confidential |
Valence Technology,
Inc. 12303 Technology Blvd., Suite 950., Austin Texas
78727
Tel: 512-527-2900,
Fax: 512-527-2901
|