ex10-1.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:

    


    
      	
              ·  

            	
              Assume
      responsibility for identifying and understanding all Valence products,
      services, support capability and economic
  advantages.

            


    

    


    
      	
              ·  

            	
              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.

            


    

    


    
      	
              ·  

            	
               Develop
      “Valence
      Value Propositions” that best fulfill customer needs with Valence
      Solutions.

            


    

    
      	
              o  

            	
              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.

            


    

    


    
      	
              ·  

            	
              Identify
      and assess target devices / applications that
      would most benefit from Valence technology, products and
      services.

            


    

    


    
      	
              ·  

            	
              Develop
      effective working relationships with
      customer executives and decision makers, Valence sales & marketing
      team, Valence management and the
BOD.

            


    

    


    
      	
              ·  

            	
              Develop
      and implement a high performance international sales & marketing
      business plan.

            


    

    


    
      	
              ·  

            	
              Effectively
      utilize and manage company resources
      to achieve goals with minimal
expense.

            


    

    


    
      	
              ·  

            	
              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.

            


    

    


    
      	
              ·  

            	
              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.

            


    

     

    
    

     

    
      	Confidential  	
              
                Valence Technology,
      Inc.  12303 Technology Blvd., Suite 950., Austin Texas
      78727

                Tel: 512-527-2900,
      Fax: 512-527-2901

              

            	 


    

     

    
    

    
      
        
          

        

      

    

    
    

    

    
      
        	
                Randall
      J. Adleman

              	
                
                  2

                

              	
                February
      11, 2010

              


      

       

    

     

    
      	
              ·  

            	
              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.

            


    

     

    
      	
              ·  

            	
              Assist
      with implementing Company-wide quality
  initiatives.

            


    

     

    
      	
              ·  

            	
              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.

            


    

    


    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

                  

                	 


        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        

        
          
            
              	
                      Randall
      J. Adleman

                    	
                      
                        3

                      

                    	
                      February
      11, 2010

                    


            

             

             

          

        

      

    

    
      	
              ·  

            	
              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.

            


    

    


    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