EX-10.15






Exhibit 10.15




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 12th day of January,
2005, by and between SPLINEX TECHNOLOGY INC., a Delaware corporation with its offices at 550 West
Cypress Creek Road, Suite 410, Ft. Lauderdale, Florida 33309 (the “Corporation”), and CHRISTIAN
SCHORMANN, with a residence at 2036 Larkin Street, San Francisco, CA 94109 (the “Executive”).



WHEREAS, the Corporation desires to retain the Executive in the position described herein, and
the Executive desires to assume such position, on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises and the mutual agreements made herein, and
intending to be legally bound hereby, the Corporation and the Executive agree as follows:




1. Employment; Duties.



(a) Employment and Employment Period. The Corporation will commence the employment of
the Executive beginning January 12, 2005 (the “Commencement Date”) and shall continue to employ the
Executive until January 12, 2007 (the “Initial Term”). Executive’s employment shall then
automatically renew for subsequent one year periods following the termination of the Initial Term
or any subsequent term, unless either party gives written notice to the other at least 90 days
prior to the termination of such period of its intent not to extend or renew this Agreement. The
Corporation’s timely election not to extend or renew this Agreement (in accordance with this
subsection (a)) shall not trigger the severance obligation provided herein. The Initial Term and
all subsequent terms are referred to herein as the “Employment Period.”



(b) Offices, Duties and Responsibilities. The Executive shall hold the title of Vice
President of Research & Development (“VP R&D”) of the Corporation. The Executive shall report to
the President. The Executive’s office shall be at the Corporation’s headquarters at 550 West
Cypress Creek Road, Suite 410, Ft. Lauderdale, Florida 33309.



(c) Devotion to Interests of the Corporation. Except as expressly authorized by the
Corporation’s Board of Directors (the “Board”), until the effective date of notice of termination
of this Agreement by either the Executive or the Corporation or the end of the Employment Period,
the Executive shall render his business services solely in the performance of his duties hereunder.
The Executive shall use his best efforts to promote the interests and welfare of the Corporation.




2. Base Compensation and Fringe Benefits.



(a) Base Compensation. The Corporation shall pay the Executive a base salary at the
rate of $190,000 per year, paid bi-monthly at the Corporation’s normal payroll intervals, with
deduction of such amounts as may be required to be withheld under applicable law and regulations.
Annual increases to this base salary shall be as determined by the Board at the beginning of each
Fiscal Year of the Corporation, beginning April 1, 2006 (for the 2007 Fiscal Year); provided, that
the Corporation shall not be obligated to increase the Executive’s salary during any severance
period. Executive’s bases salary, as increased in accordance with the terms of this subsection
(a), is referred to herein as “Base Salary.”



(b) Fringe Benefits. The Executive shall be entitled to eligibility for enrollment in
the Corporation’s medical, dental and life insurance plans in accordance with the available
coverage thereunder. All other benefits generally available to regular full-time employees will be
made available to the Executive pursuant to the applicable personnel policies of the Corporation.
In addition, the Executive shall receive fringe benefits generally available to other senior
executives of the Corporation and approved by the Board. Executive shall be entitled to three (3)
weeks paid vacation per year.



(c) Bonus Compensation. The Executive shall have an annual target bonus equal to 25%
of the Executive’s Base Salary (“Target Bonus”). The bonus will be based on achievement of certain
Corporation-specific and Executive-specific performance objectives, mutually agreed upon between
the President and the Executive, with approval by the Board, in good faith each Fiscal Year of the
Employment Period.



(d) Payments for Relocation. The Corporation will reimburse the Executive for actual,
documented, reasonable costs associated with relocating to Florida, including without limitation
transportation of household goods, vehicles and persons, and fees negotiation of this Agreement,
not to exceed an aggregate of $15,000. The Executive must relocate to South Florida by February
14, 2005. To facilitate his move to South Florida, the Corporation shall reimburse the Executive
for actual, documented, reasonable expenses for such travel and for lodging in South Florida for
one month, not to exceed $3,000.) In addition, the Corporation shall pay the cost of the
Executive’s H1B visa and green card applications and the Executive’s spouse’s green card
application.




(e) Additional Equity Compensation.




(1) The Corporation shall grant to the Executive (i) 250,000 shares of outstanding
 shares of Corporation common stock that shall be subject to a lapsing right of forfeiture
which right shall lapse 1/4 on the first anniversary of the Commencement Date and the
remainder 1/36th per month from the first anniversary of the Commencement Date
(“Restricted Stock”), (ii) an option to purchase 1,000,000 of the outstanding shares of the
Corporation’s common stock which will have an exercise price equal to twenty cents ($0.20)
per share, and (iii) if the Corporation does not fund Project Morgaine by the first
anniversary of the Commencement Date, an option to purchase 750,000 of the outstanding
 shares of the Corporation’s common stock which will have an exercise price equal to the fair
market value on the date of grant. The grants in (ii) and (iii) are referred to herein as
the “Option” or “Options.” The parties hereto agree and understand that the Corporation is
consummating a merger between the Corporation and Ener1 Acquisition Corporation (the
“Merger”) and filing a registration statement on Form S-1 with the Securities Exchange
Commission and that, on the date the Merger is consummated (the “Issue Date”), a stock split
may occur. All references to shares and options in this Agreement assume that the Merger
will be consummated and the registration completed and that as a result 100,000,000 shares
are issued and outstanding. If for any reason (including without limitation the failure of
the Corporation to consummate the Merger or complete the filing) the number of issued and
outstanding shares is not 100,000,000, the number of shares underlying the Restricted Stock
grant and the Option (along with each Option’s exercise price), shall be adjusted
accordingly and in accordance with the provisions of subsection (e)(4) herein. The
Corporation shall issue the Restricted Stock and the Options as soon as reasonably
practicable after the Commencement Date or the first anniversary of the Commencement Date
for those Options that may be issued pursuant to (e)(1)(iii) above, but in no event later
than the earliest to occur of the Issue Date or the date on which the Merger is terminated.




(2) The Option issued pursuant to subsection (1)(ii) above shall vest 1/4 on the first
anniversary of the Commencement Date and the remainder 1/36th per month from the
first anniversary of the Commencement Date. The Option issued pursuant to subsection
(1)(iii) above shall vest 1/3 on each anniversary of the issuance of such Option.




(3) Notwithstanding anything contained herein to the contrary, the right of forfeiture
on the Restricted Stock shall 100% lapse (vest) and 100% of the then remaining unvested
 shares subject to the Option will vest 90 days after the occurrence of a Change of Control
(as defined at Section 3), provided, this Agreement is still in effect.




(4) Except as specifically provided herein, the Options granted pursuant to this
Agreement will be granted subject to the terms, definitions, and provisions of the Splinex
Technology Inc. 2004 Stock Option Plan (the “Option Plan”), and to the extent permissible
under Section 422 of United States Internal Revenue Code. The Restricted Stock and all
Options granted hereunder shall be also granted pursuant to a restricted stock or stock
option agreement mutually agreeable to Executive and the Board. All Restricted Stock and
Options issued under this Agreement shall be adjusted for mergers, stock splits, stock
spin-offs, reverse stock splits, and similar events. All shares subject to issued
Restricted Stock or Options granted hereunder will have customary piggyback registration
rights to be registered at the time the Corporation registers shares pursuant to the Option
Plan and tag-along rights.



3. Change of Control Defined. The term “Change of Control” means any change
in control of the Corporation, including a merger or consolidation of the Corporation with any
other entity in which the Corporation is not the surviving Corporation or in any transaction in
which persons who are not a majority of the stockholders of the Corporation prior to such
transaction acquire the power to appoint a majority of the Corporation’s directors; provided,
however, that, without in any way limiting the foregoing, a Change of Control shall be deemed to
have occurred if:




(a) Any “person” (as such term is defined in Sections 13(d)(3) and Section 14(d)(3) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the
Corporation, any majority-owned subsidiary of the Corporation, or any compensation plan of
the Corporation or any majority-owned subsidiary of the Corporation, becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Corporation representing fifty percent (50%) or more of the combined
voting power of the Corporation; provided, however, that an increase in beneficial ownership
of one or more of the beneficial owners as of the Commencement Date as reported in the
filings of the Corporation with the Securities and Exchange Commission, shall not be deemed
a Change of Control; or




(b) The stockholders of the Corporation at any time approve (i) a sale or merger with
respect to which persons who were the stockholders of the Corporation immediately prior to
such sale or merger do not immediately thereafter own more than fifty percent (50%) of the
combined voting power entitled to vote generally in the election of the directors of the
sold, reorganized, merged or consolidated entity; (ii) a liquidation or dissolution of the
Corporation; or (iii) the sale of all or substantially all of the assets of the Corporation;
provided, however, that the vesting pursuant to subsection (b)(i) above is contingent on the
closing of the sale or merger.



4. Trade Secrets. The Executive shall not use (except for the benefit of the
Corporation while employed hereunder) or disclose to anyone any of the Corporation’s trade secrets
or other confidential information. The term “trade secrets or other confidential information”
includes, by way of example, matters of a technical nature, such as scientific, trade and
engineering secrets, “know-how,” formulae, secret processes, recipes or machines, inventions,
computer programs (including documentation of such programs) and research projects, and matters of
a business nature, such as proprietary information about costs, profits, markets, sales, lists of
customers, and other information of a similar nature to the extent not available to the public, and
plans for future development. After termination of this Agreement, the Executive shall not use or
disclose trade secrets or other confidential information unless such information (a) becomes a part
of the public domain other than through a breach of this Agreement or (b) is disclosed to the
Executive by a third party who is entitled to receive and disclose such information.



5. Return of Documents and Property. Upon the end of the Employment Period or upon
the effective date of notice of the Executive’s or the Corporation’s election to terminate this
Agreement, or at any time upon the request of the Corporation, the Executive (or his heirs or
personal representatives) shall deliver to the Corporation (a) all documents and materials
containing trade secrets or other confidential information relating to the business and affairs of
the Corporation and (b) all documents, materials and other property belonging to the Corporation,
which in either case are in the possession or under the control of the Executive (or his heirs or
personal representatives).



6. Discoveries and Works. (a) All discoveries and works made or conceived by the
Executive during his employment by the Corporation, jointly or with others, that relate to the
Corporation’s activities shall be owned by the Corporation. The term “discoveries and works”
includes, by way of example, inventions, computer programs (including documentation of such
programs), technical improvements, processes, drawings and works of authorship. The Executive
shall (i) promptly notify, make full disclosure to, and execute and deliver any documents requested
by, the Corporation to evidence or better assure title to such discoveries and works in the
Corporation, (ii) assist the Corporation in obtaining or maintaining for itself at its own expense
United States and foreign patents, copyrights, trade secret protection or other protection of any
and all such discoveries and works, and (iii) promptly execute, whether during his employment by
the Corporation or thereafter, all applications or other endorsements necessary or appropriate to
maintain patents and other rights for the Corporation and to protect its title thereto. Set forth
on Schedule I attached hereto is a list of inventions, patented or unpatented, including a brief
description thereof, which are owned by the Executive, which the Executive conceived or made prior
to his employment by the Corporation and which are excluded from this Agreement.



(b) In addition to the above, the Executive shall keep a log of all technical work performed
by the Executive for the purposes of the Corporation’s evaluation of the technical work and
determination of whether such work produces patentable inventions (and for the protection of the
Corporation’s interest therein. The log shall be the confidential and proprietary property of the
Corporation, and the Executive shall keep the log current and available to the Corporation at all
times.



(c) Notwithstanding anything else in this Agreement to the contrary, the Executive is the
inventor and holds all intellectual property rights in a certain technology referred to herein as
“Project Morgaine” or other items as disclosed on Schedule I hereto the parties shall endeavor to
enter into a licensing agreement on terms acceptable to both parties.




7. Termination; Resignation.



(a) Parties’ Rights to Terminate. The Executive may terminate this Agreement by
resignation at any time, upon 90 days’ prior written notice (the “Notice Period”), and the
Corporation may terminate this Agreement with “cause,” as defined below, or without cause upon 90
days’ prior written notice. “Cause” shall mean (i) the continued, willful and deliberate failure of
the Executive to perform his duties as set forth in this Agreement or as may be reasonably imposed
from time to time on the Executive by law (whether or not reasonable), the President, or the Board,
provided such duties are consistent with his position, in a manner substantially consistent with
the manner prescribed by the Board (other than any such failure resulting from incapacity due to
physical or mental illness), (ii) the engaging by the Executive in misconduct materially and
demonstrably injurious to the Corporation, (iii) the conviction of the Executive for commission of
a felony, whether or not such felony was committed in connection with the Corporation’s business,
or (iv) the circumstances described in Section 8 hereof, in which case the provisions of Section 8
shall govern the rights and obligations of the parties.



(b) Termination for Cause; Resignation without Good Reason. In the event the
Corporation terminates this Agreement for “cause” or the Executive resigns without “good reason,”
as defined herein, the Executive’s rights hereunder shall cease as of the effective date of such
termination, except as otherwise provided in Section 8, and Executive shall be entitled to payment
of all amounts of Base Salary, any bonus payments actually earned but unpaid, accrued but unused
vacation, reimbursements for appropriate expenses incurred prior to the termination date, and any
other amounts payable under Corporation policy or applicable law that are due or accrued as of the
termination date.



(c) Termination Without Cause or with Good Reason. In the event that the Corporation
terminates Executive’s employment without cause or the Executive terminates his employment for good
reason, the Corporation shall pay, or cause to be paid, to the Executive, in addition to any
amounts paid or payable under any other agreements between the Corporation and the Executive (but
not in duplication of other cash or installment payment severance benefits), an amount equivalent
to twelve months of the Executive’s Base Salary hereunder. The severance amounts shall be paid in
installments at the Corporation’s normal payroll intervals, with deduction of such amounts as may
be required to be withheld under applicable law and regulations, during the twelve month period
following the termination date.



(d) Good reason means (i) a Change of Control; (ii) a reduction of the Executive’s duties,
title, position, reporting status, or responsibilities; (iii) a reduction of the Executive’s Base
Salary as in effect immediately prior to such reduction; (iv) relocation of the Corporation’s
principal place of business after the Executive relocates to South Florida; or (v) a material
breach by the Company of this Agreement. The Corporation shall have the ability to cure any action
that constitutes good reason in (d)(ii)-(v) herein during the Notice Period.



8. Disability; Death. (a) If, prior to the expiration or termination of the
Employment Period, the Executive shall be unable to substantially perform his duties by reason of
disability or impairment of health for at least three consecutive calendar months, the Corporation
shall have the right to terminate this Agreement by giving written notice to the Executive to that
effect, but only if at the time such notice is given such disability or impairment is still
continuing. After giving such notice, (i) the Employment Period shall terminate with the payment
of the Executive’s base compensation for the month in which notice is given and the payment of a
pro rata portion of any bonus that would have been payable to Executive under
Section 2(c) had he not become disabled, (ii) the Restricted Stock and all unvested Options (and
any other option or restricted stock granted to him) will vest in full on the effective date of
termination and (with respect to the Option or any option) expire 6 months after the effective date
of termination, and (iii) all of the Executive’s benefits under this Agreement shall terminate,
except that the Executive shall receive such accidental disability benefits to which the Executive
may be entitled under the plans of the Corporation then in effect. In the event of a dispute as to
whether the Executive is disabled within the meaning of this Section 8(a), either party may from
time to time request a medical examination of the Executive by a doctor appointed by the Chief of
Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise
agree, and the written medical opinion of such doctor shall establish a presumption as to whether
the Executive has become disabled and the date when such disability arose. Such presumption shall
become binding and conclusive upon the parties unless, within 20 days of the date of receipt of
such written medical opinion, the party disputing such opinion provides a contrary written medical
opinion from two doctors appointed by the same Chief of Staff which appointed the first doctor, in
which event the opinions of the latter two doctors shall become binding and conclusive upon the
parties. The cost of any such medical examinations shall be borne by the Corporation, except that
the Executive shall bear the cost of any medical examinations sought in order to rebut a
presumption of disability.



(b) If, prior to the expiration or termination of the Employment Period, the Executive shall
die, the Corporation shall pay to the Executive’s estate (or to the revocable living trust
previously specified by the Executive) his base compensation through the end of the month in which
the Executive’s death occurred and a pro rata portion of any bonus (if any) that
would have been payable to the Executive under Section 2(c) had his death not occurred, at which
time the Employment Period shall terminate without further notice. In addition, (i) the Restricted
Stock and all unvested Options (and any other option or restricted stock granted to him) will vest
in full on the date of death and all Options (and any other option) granted to him will expire 6
months after the date of death, and (ii) all of the Executive’s benefits under this Agreement shall
terminate, except that the Executive’s estate shall receive such accidental death benefits to which
the Executive may be entitled under the plans of the Corporation then in effect.



(c) Nothing contained in this Section 8 shall impair or otherwise affect any rights and
interests of the Executive under any compensation plan or arrangement of the Corporation which may
be adopted by the Board.



9. Non-Competion/Non-Solicitation. (a) During the term of this Agreement and for a
period of one year following the termination of this Agreement, the Executive will not compete
directly with the Corporation, or any of its parent corporations, subsidiaries or affiliates that
the Executive is reasonably expected to have working or insider knowledge from information or
experience gained from Executive’s employment with the Corporation,, in the businesses of the
Corporation or such parent corporation, subsidiary or affiliate, including, without limitation, the
Corporation’s software businesses. Such restriction shall include, but not be limited to, ownership
(direct or indirect, including without limitation by a member of the Executive’s family) of any
interest in a business that is in competition (as described above) with the Corporation, and being
an officer, shareholder, director, executive or contractor of or consultant to any such business,
whether or not for compensation; provided that, the foregoing shall not prohibit Executive from
owning five percent (5%) or less of the outstanding equity securities of any corporation or entity,
nor shall it prohibit him from owning any interest, whether as a creditor or stockholder, in the
Corporation or working for a business competitor of the Corporation so long as the Executive is not
involved directly with the competing business segment. For avoidance of doubt, this Agreement
specifically does not apply to Project Morgaine, unless the Corporation has an effective license
agreement concerning Project Morgaine and is either in development of the Project or marketing or
distributing products or services related to Project Morgaine, either directly or indirectly. The
Executive further agrees that, during the above period, he will not, in any capacity, except in
connection with the performance of services hereunder, either separately, jointly or in association
with others, directly or indirectly solicit or contact, with regard to a business competitor of the
Corporation, any of the Corporation’s agents, suppliers, customers or prospects, as shown by the
Corporation’s records, that were agents, suppliers, customers or prospects of the Corporation at
any time during the year immediately preceding the termination of employment hereunder, where the
purpose of such solicitation or contact is to compete with, or is intended to compete with, the
Corporation. The Executive further agrees that, during the above period, he will not, in any
capacity, either separately, jointly or in association with others, directly or indirectly, solicit
any of the Corporation’s executives, employees, or consultants.



(b) If a court determines that the foregoing restrictions are too broad or otherwise
unreasonable under applicable law, including with respect to time or space, the court is hereby
requested and authorized by the parties hereto to revise the foregoing restrictions to include the
maximum restrictions allowed under the applicable law. The Executive expressly agrees that breach
of the foregoing would result in irreparable injuries to the Corporation, that the remedy at law
for any such breach will be inadequate and that upon breach of this provision, the Corporation, in
addition to all other available remedies, shall be entitled as a matter of right to seek injunctive
relief in any court of competent jurisdiction.



10. Enforcement. The Executive agrees that the Corporation’s remedies at law for any
breach or threat of breach by him of the provisions of Sections 4, 5, 6 and 9 hereof will be
inadequate, and that the Corporation shall be entitled to an injunction or injunctions (and
temporary restraining orders and preliminary injunctions, as the case may be) to prevent breaches
of the said provisions and to enforce specifically the terms and provisions thereof, in addition to
any other remedy to which the Corporation may be entitled at law or equity.



11. Severability. Should any provision of this Agreement be determined to be
unenforceable or prohibited by any applicable law, such provision shall be ineffective to the
extent, and only to the extent, of such unenforceability or prohibition without invalidating the
balance of such provision or any other provision of this Agreement, and any such unenforceability
or prohibition in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



12. Assignment. The Executive’s rights and obligations under this Agreement shall not
be assignable by the Executive. The Corporation’s rights and obligations under this Agreement
shall be assignable by the Corporation, including as incident to the transfer, by merger or
otherwise, of all or substantially all of the business of the Corporation. In the event of any
such assignment by the Corporation, all rights of the Corporation hereunder shall inure to the
benefit of the assignee.



13. Notices. Any notice required or permitted under this Agreement shall be deemed to
have been effectively made or given if in writing and personally delivered or mailed properly
addressed in a sealed envelope, postage prepaid by certified or registered mail. Unless otherwise
changed by notice, notice shall be properly addressed to Executive if addressed to:




Christian Schormann


2036 Larkin Street


San Francisco, CA 94109



and properly addressed to the Corporation if addressed to:




Michael Stojda


President and Chief Executive Officer


Splinex Technology, Inc.


550 West Cypress Creek Road, Suite 410


Ft. Lauderdale, Florida 33309


Facsimile: (954) 660-6561



with a copy to:




Curtis A. Wolfe


General Counsel


Splinex Technology, Inc.


550 West Cypress Creek Road, Suite 410


Ft. Lauderdale, Florida 33309


Facsimile: (954) 229-7595



14. Award to Prevailing Party in Dispute. In the event either of the parties to this
Agreement commences any action or proceeding arising out of, or relating in any way to, this
Agreement, the prevailing party shall be entitled to recover, in addition to any other relief
awarded to such party, his or its costs, expenses and reasonable attorneys’ fees.



15. Additional Documents to be Executed by the Executive. The obligations of the
Corporation under this Agreement shall be subject to the execution and delivery, by the Executive,
of the Corporation’s Business Code of Conduct, and other standard in-processing documentation
normally required of all incoming employees. The obligations of the Executive thereunder shall be
additive and complementary to the Executive’s obligations hereunder.



16. Indemnification. Executive shall be eligible for indemnification to the fullest
extent permitted under the Corporation’s by-laws and covered by directors and officers’ insurance
coverage and indemnifications for acts and omissions in accordance with the Corporation’s
applicable policies.



17. Miscellaneous. This Agreement constitutes the entire agreement, and supersedes
all prior agreements, of the parties hereto relating to the subject matter hereof, and there are no
written or oral terms or representations made by either party other than those contained herein.
The validity, interpretation, performance and enforcement of this Agreement shall be governed by
the laws of the State of Florida. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement effective as of
the day and year first above written.



	 	 	 
	SPLINEX TECHNOLOGY INC.

	 	EXECUTIVE
	 
	 	 
	By:      

Name: Michael Stojda

	 	     

Christian Schormann







Title: President and CEO