ex108.htm


    
      	
              Exhibit
      10.8

            	
              Employment
      Agreement dated as of October 22, 2009 between the Company and Edward A.
      White

            


    

     

     

    EMPLOYMENT
AGREEMENT

     

     

    


     

     

    THIS EMPLOYMENT AGREEMENT (the
“Agreement”), made as of October 22,
2009 (the “Effective
Date”), by and between BRAINTECH CANADA, INC., a
Canadian Company, incorporated in the province of British Columbia and having an
office 360 – 555 Sixth Street, New Westminster BC, V3L 5H1 and BRAINTECH, INC. a Nevada
corporation with its principal offices at 1750 Tysons Blvd., Suite 350, McLean,
VA 22102 (together “Braintech”), and
EDWARD A. WHITE, an
individual residing at #416 – 5 K de K Court, New Westminster, BC, V3M 6B6
Canada (the “Employee”).

     

     

    


     

     

    WHEREAS,
Braintech desires to engage the Employee to perform certain services as
described in this Agreement; and

     

     

    


     

     

    WHEREAS, the Employee desires to be so
engaged by Braintech; and

     

     

    


     

     

    NOW, THEREFORE, in consideration of the
mutual promises herein, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

     

    


     

     

    
      	
              1.  

            	
              WORK.  

            


    

     

     

    The
Employee shall work as Braintech’s principal financial officer and principal
accounting officer (“Work”).  The Employee will present detailed
progress and status of the Work and shall perform the Work promptly, efficiently
and professionally.  The Employee shall not, directly or indirectly,
engage or participate in any activities in conflict with the best interests of
Braintech.

     

     

    


     

     

    
      	
              2.  

            	
              TERM
      AND TERMINATION. 

            


    

     

     

    The term
of this Agreement (“Term”) shall commence
on the Effective Date and end on December 31, 2009.  Either party may
terminate this Agreement at any time upon two (2) weeks written notice to the
other party.  The termination of this Agreement for any reason shall
not terminate or in any way affect the Employee’s obligations in Section 4
hereof (entitled “CONTINUATION
OF NDA AND CODE OF CONDUCT AND ETHICS”).

     

     

    


     

     

    
      	
              3.  

            	
              COMPENSATION.
      

            


    

     

     

    In
consideration of The Employee’s performance of the Work in accordance with this
Agreement, Braintech shall pay the Employee at the rate of $10,000 (Canadian)
per month (“Fee”) based on a five
(5) day work week.  In order to achieve a five (5) day work week, the
Employee will work an average of two (2) days per week on such days as requested
by Braintech, and use an average of three (3) vacation days per week as
requested by Braintech.  For each work day, the Employee shall provide
at least eight (8) hours of work for Braintech.  For any given week,
Braintech may require the Employee to work greater or fewer than two (2) days
per week, as long as the weekly average over time is two (2) days per
week.  During the Term, the Employee may use a maximum of 37.59 paid
vacation days.  If the Employee’s vacation days are used up prior to
the end of the Term, the Employee shall not be permitted to use any more
vacation days, and the Employee will only receive payment for days actually
worked.  If at December 31, 2009 the Employee has not used up all of
his 37.59 paid vacation days or if either party terminates this Agreement before
the Employee has used up all of his 37.59 paid vacation days, Braintech shall
pay to the Employee $460.30 (Canadian) for each unused vacation
day.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The Fee
constitutes all of the fees and charges for the Work.

     

     

    


     

     

    
      	
              4.  

            	
              CONTINUATION
      OF NDA AND CODE OF CONDUCT AND
  ETHICS.  

            


    

     

     

    
      	
              4.1  

            	
              NDA.  The
      Employee acknowledges that the Braintech Inc. Employee Noncompetition,
      Nondisclosure and Inventions Agreement dated as of December 1, 2000
      between the Employee and Braintech, Inc. shall continue to apply to the
      Employee with full force and effect without
  interruption.

            


    

     

     

    
      	
              4.2  

            	
              Code of Conduct and
      Ethics.  The Employee acknowledges that the Braintech
      Inc. Code of Business Conduct and Ethics for Directors, Officers and
      Employees shall continue to apply to the Employee with full force and
      effect without interruption.

            


    

     

    


     

    
      	
              5.  

            	
              EXPIRATION
      AND TERMINATION OF EMPLOYMENT
CONTRACT.

            


    

     

    
      	
              5.1  

            	
              Expiration and
      Termination.  The Employment Contract dated as of October
      22, 2007 among the Employee, Braintech, Inc. and its subsidiary, Braintech
      Canada, Inc. (“Employment Contract”) expired pursuant to its terms on
      October 21, 2009.

            


    

     

    
      	
              5.2  

            	
              Outstanding
      Options.  Pursuant to Article 7 of the Employment
      Contract (entitled “Outstanding Options”), all of the Employee’s
      outstanding options will vest as of October 21, 2009, and regardless of
      any documentation to the contrary, the exercise period of all of the
      Employee’s outstanding options will extend to October 21,
      2012.

            


    

     

    
      	
              5.3  

            	
              Satisfaction of
      Employment Agreement.  The Employee acknowledges and
      agrees that he has been paid in full any and all monies and benefits owing
      or to be owed under the Employment Contract, except for the Employee’s
      37.59 accrued and unpaid vacation days which are being paid out over time
      as provided in this Agreement.  Braintech acknowledges that no
      further services are required from the Employee under Section 4 of the
      Employment Contract.

            


    

     

    


    
      	
              6.  

            	
              HEALTH
      BENEFIT PLAN

            


    

     

    Braintech
Canada, Inc.’s current group Health Benefits Program includes Basic Medical,
Extended Health Care, Vision Care, Dental Expense, Life Insurance, Accidental
Death and Dismemberment, and Long Term Disability.  For the period
commencing October 22, 2009 and ending October 21, 2011, Braintech agrees to
continue providing these benefits to the Employee.  If the current
insurer is unable or unwilling to continue providing these benefits, Braintech
agrees to use reasonable best efforts to obtain a new insurer that will provide
at a minimum the following benefits: Basic Medical (MSP), Extended Health Care,
Vision Care and Dental Expense.

    


    
      	
              7.  

            	
              STOCK
      AND OPTIONS

            


    

     

    In
consideration for entering into this Agreement, Braintech agrees to issue to the
Employee 250,000 stock options under the Braintech, Inc. 2007 Stock Option Plan
(“Plan”) with an exercise price of $0.08 per share.  The Stock Options
will vest and be exercisable immediately.  Notwithstanding Article VI
and Section 10.03 of the Plan, the exercise period will continue for three (3)
years until October 21, 2012.  Braintech also agrees issue to the
Employee 200,000 shares of restricted stock.

    


     

    
      	
              8.  

            	
              MISCELLANEOUS.  

            


    

     

     

    
      	
              8.1  

            	
              Section
      Headings.  All section headings and captions used in this
      Agreement are purely for convenience and shall not affect the
      interpretation of this Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              8.2  

            	
              Governing Law.
      This Agreement shall be deemed to have entered into in Canada and the
      Province of British Columbia, and shall be subject to and governed by the
      laws applicable in the Province of British
  Columbia.

            


    

     

     

    
      	
              8.3  

            	
              Modification.  Except
      as otherwise provided, this Agreement shall not be modified except by
      written agreement signed on behalf of Braintech and the Employee by their
      respective authorized officers.

            


    

     

     

    
      	
              8.4  

            	
              Entire
      Agreement.  Except as expressly provided in this
      Agreement, this Agreement supersedes all prior understandings,
      representations, negotiations and correspondence between the parties,
      constitutes the entire agreement between them with respect to the matters
      described, and shall not be modified or affected by any course of dealing,
      course of performance or usage of
trade.

            


    

     

     

    
      	
              8.5  

            	
              Severability.  If
      any provision of this Agreement is held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall in no way be affected or
  impaired.

            


    

     

     

    
      	
              8.6  

            	
              Waiver.  The
      failure of either party at any time to require performance by the other of
      any provision of this Agreement shall in no way affect that party’s right
      to enforce such provision, nor shall the waiver by either party of any
      breach of any provision of this Agreement be taken or held to be a waiver
      of any further breach of the same provision or any other
      provision.

            


    

     

     

    
      	
              8.7  

            	
              Survival.  The
      provisions of this Agreement, which by their nature extend beyond the
      expiration or earlier termination of the Agreement will survive and remain
      in effect until all obligations are
satisfied.

            


    

     

     

    
      	
              8.8  

            	
              Further
      Assurances.  Each party agrees that it will take such
      actions, provide such documents, do such things and provide such further
      assurances as may reasonably be requested by the other party during the
      term of this Agreement.

            


    

     

     

    
      	
              8.9  

            	
              Counterparts.  This
      Agreement may be executed in any number of counterparts and each fully
      executed counterpart shall be deemed an
  original.

            


    

     

    


     

    IN WITNESS WHEREOF, the
Parties have signed this Agreement on the dates indicated in the signature block
below, with the intent that it be effective as of the Effective
Date.

     

     

    


     

    
      	
              BRAINTECH,
      INC.

            	
              EDWARD
      A WHITE

            
	
               

              Signature:____________________________                                                

              Print
      name:      Rick Weidinger

              Title:                   CEO

            	
               

              Signature:_____________________________________