Employment Agreement - Odyssey Marine Exploration Inc. and John Morris
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of
March 1, 1999, by and between Odyssey Marine Exploration, Inc., ("Odyssey"),
of 3507 Frontage Road, Suite 100, Tampa, Florida 33607, and John Morris,
("Morris"), of PO Box 320487, Tampa, Florida 33609.
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 President 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 President for the Company, with all duties attendant and incident thereto.
Further Morris agrees to well and faithfully render, perform, carry out and
conduct such other duties as shall be delegated to him in the sole discretion
of the Board of Directors of the Company, mindful, never less, of the stature
and benefits normally associated with the position of 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.
b) Morris also reserves the right, if invited to do so, to
participate on the Board of Directors of another Company, providing that the
inviting Company's business does not compete with the Company's products or
services and providing that participating as a board member does not interfere
with Morris's ability to fulfill his duties and obligations to the Company.
Morris agrees that the Board of Directors shall approve all outside board
involvement by Morris.
2) COMPENSATION.
a) Base Salary. As compensation for the services provided by Morris
under this Agreement, Odyssey will pay Morris an annual salary of $
150,000.00 payable in semi-monthly installments on the 15th and last days of
the 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.
<PAGE>
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.
c) Stock Options. Morris shall receive options to purchase shares
of Odyssey's common stock according to the following schedule:
i) 25,000 shares at a purchase price of $1.50 per share;
ii) 50,000 shares at a purchase price of $2.00 per share;
iii) 25,000 shares at a purchase price of $3.00 per share,
d) all in accordance with Odyssey's 1997 Stock Option Plan.
e) 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
2
<PAGE>
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
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, 1999, 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. In addition, Morris agrees to comply
with all laws, both domestically and internationally, and with the rules and
regulations of any country where the Company conducts any business.
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 address's 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.
3
<PAGE>
14) AMENDMENT. This Agreement may be modified or amended, if the
amendment is made in writing and is signed by both parties.
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 ___ day of ______, 1999.
Odyssey Marine Exploration, Inc.
By:/s/ Brad Baker
On behalf of the Compensation Committee
Morris:
By:/s/ John Morris
John Morris
4