Employment Agreement - Odyssey Marine Exploration Inc. and David A. Morris
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of March 1,
2000, by and between Odyssey Marine Exploration, Inc., ("Odyssey"), of 3507
Frontage Road, Suite 100, Tampa, Florida 33607, and David A. Morris,
("Morris"), 6522 Bimini Court, Apollo Beach, Florida 33572.
Whereas: Odyssey is engaged in the business of researching, developing,
financing and marketing shipwreck projects, and
Whereas: Odyssey desires to have the services of Morris, and
Whereas: Morris is willing to be employed by Odyssey,
NOW THEREFORE, the parties agree as follows:
1) EMPLOYMENT. The Company hereby employs Morris for the term (as
hereinafter defined), to render services to the Company as Secretary and
Treasurer of the Company, and, in connection therewith, to perform such
duties, as he shall reasonably be directed to perform by the Company.
a) Scope of Employment. Morris is to be employed in the capacity of
Secretary and Treasurer for the Company, with all duties attendant and
incident thereto. Further Morris agrees to faithfully render, perform, carry
out and conduct such other duties as shall be delegated to him in the sole
discretion of the President of the Company. Morris understands and agrees
that he is employed to actively pursue the business and best interest of the
Company and Morris shall devote his full time and energy to the discharge of
his duties hereunder. Morris agrees that he shall not engage in any other
employment, which shall require time or energy in the discharge of any
obligations thereunder. Notwithstanding anything herein to the contrary
contained, Morris reserves the right to make investments in other business
ventures, with the exception of those entities which might be contrary to the
interest, welfare or benefit of the Company.
2) COMPENSATION.
a) Base Salary. As compensation for the services provided by Morris under
this Agreement, Odyssey will pay Morris an annual salary of $125,000.00
payable in semi-monthly installments on the 15th and last days of each month.
Upon termination of this Agreement, payments under this paragraph shall cease;
provided, however, that Morris shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for which
Morris has not yet been paid. Accrued vacation will be paid in accordance
with state law and Odyssey's customary procedures.
b) Bonus. Morris shall be entitled to receive a bonus of up to 100% of his
base salary. All bonus payments shall be based upon job proficiency and shall
be approved by the board of directors.
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c) Stock Options. Morris shall receive options to purchase shares of
Odyssey's common stock according to the following schedule:
50,000 shares at a purchase price of $.25 per share; all in
accordance with Odyssey's 1997 Stock Option Plan.
d) Medical Insurance. Morris shall be entitled to participate in Odyssey's
Health Insurance plan and Odyssey shall pay for all premiums related thereto.
3) REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH ODYSSEY POLICY. Odyssey
will reimburse Morris for all "out-of-pocket" expenses in accordance with
Odyssey policies in effect from time to time.
4) CONFIDENTIALITY. Morris recognizes that Odyssey has and will have
information regarding inventions, products, prices, costs, future plans,
business affairs, processes, trade secrets, technical matters, customer lists,
product design, copyrights and other vital information (collectively,
"Information") which are valuable, special and unique assets of Odyssey.
Morris agrees that Morris will not at any time or in any manner, directly or
indirectly, divulge, disclose, or communicate in any manner any Information to
any third party without the prior written consent of Odyssey. Morris will
protect the Information and treat it as strictly confidential. A violation by
Morris of this paragraph shall be a material violation of this Agreement and
will justify legal and/or equitable relief.
5) UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Morris has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Odyssey shall be entitled to an injunction to restrain Morris from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Odyssey shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
6) CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a 2
years period after the termination of Morris's employment. During such 2 years
period, neither party shall make or permit the making of any public
announcement or statement of any kind that Morris was formerly employed by or
connected with Odyssey.
7) NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, Morris agrees and covenants that
for a period of 2 years following the termination of this Agreement, whether
such termination is voluntary or involuntary, Morris will not directly or
indirectly engage in any business competitive with Odyssey. This covenant
shall apply to the geographical area that includes the area within a 100-mile
radius of any project that the company is actively considering. Directly or
indirectly engaging in any competitive business includes, but is not limited
to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an
employee of any third party that is engaged in such business, (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting any
customer of Odyssey for the benefit of a third party that is engaged in such
business.
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8) VACATION. Morris shall be entitled to three weeks of paid vacation for
each year of employment beginning on the first day of Morris's employment.
Such vacation must be taken at a time mutually convenient to Odyssey and
Morris, and must be approved by Odyssey.
9) TERM/TERMINATION.
a) Term. Morris's employment under this Agreement shall be for one year,
beginning on March 1, 2000, unless otherwise extended.
b) Breach of Responsibility. In the event of gross neglect by Morris of
his duties hereunder, conviction of Morris of any felony, or of any lesser
crime or offense involving the property of the Company or any of its
subsidiaries or affiliates, willful misconduct by Morris in connection with
the performances of his duties hereunder or any other conduct on the part of
Morris, which would make his continued employment by the Company prejudicial
to the best interests of the Company, the Company may at any time by written
notice with a period of five (5) business days to cure such breach, terminate
the term of Morris's employment hereunder, with no requirement of any further
compensation under any of the provisions of this Agreement.
c) Determination by Board of Directors. In the event of a determination by
the Board of Directors of the Company that the continuation of the employment
arrangement of this Employment Agreement is not in the best interest of the
Company, the Company may, at any time, upon its sole discretion, terminate
this Employment Agreement. If such termination is more than six (6) months
from the beginning of the employment year, Morris shall receive full equity
interest for that year and the subsequent year. Accordingly, if such
termination is less than six (6) months from the beginning of the employment
year, Morris shall be entitled to receive full compensation for the balance of
the year.
10) COMPLIANCE WITH ODYSSEY'S RULES. Morris agrees to comply with all of the
rules and regulations of Odyssey.
11) RETURN OF PROPERTY. Upon termination of this Agreement, Morris shall
deliver all property (including keys, records, notes, data, memoranda, models,
and equipment) that is in Morris's possession or under Morris's control which
is Odyssey's property or related to Odyssey's business.
12) NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage paid, to the addresses first above written.
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
13) ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14) AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
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15) SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
16) WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
17) APPLICABLE LAW. The laws of the State of Florida shall govern this
Agreement.
Signed this 4th day of May, 2000.
Odyssey Marine Exploration, Inc.
By: /s/ Brad Baker
On behalf of the Compensation Committee
Morris:
By: /s/ David A. Morris
David A. Morris
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