textech_sb2-ex1010.htm


    EXHIBIT
      10.10

     

    TEXTECHNOLOGIES,
      INC.


    EXECUTIVE
      EMPLOYMENT
      AGREEMENT

    


    This
      Executive Employment Agreement ("Agreement"), including any attached Exhibits
      is
      entered into by and between Textechnologies, Inc., a Delaware corporation having
      offices at 13520 Oriental St, Rockville, Md 20853 ("Employer"), and Peter
      Maddocks, an individual currently residing at 12
      College Rd Historic Dockyard, Chatham, Kent  ME4
      4QX
      U.K. ("Employee"), to be effective on the later of the date of execution of
      this
      Agreement by the parties hereto or the date of approval of this Agreement by
      the
      Board of Directors of Employer pursuant to the provisions of Section 6.2 (the
      "Effective Date").

    


    


    WITNESSETH:

    


    WHEREAS,
      Employer is desirous of employing Employee pursuant to the terms and conditions
      and for the consideration set forth in this Agreement, and Employee is desirous
      of entering the employ of Employer pursuant to such terms and conditions and
      for
      such consideration. NOW, THEREFORE, for and in consideration of the mutual
      promises, covenants, and obligations contained herein, Employer and Employee
      agree as

    follows:
      

    


    ARTICLE
      1: EMPLOYMENT AND
      DUTIES:

    


    1.1.    Employer
      agrees to employ Employee, and Employee agrees to be employed by Employer,
      beginning as of the Effective Date and continuing until June 1st,
      2007
      (the "Term"), subject to the terms and conditions of this
      Agreement.

     

    1.2.    Beginning
      June 1st,
      2006,
      Employee shall be employed as Chief Executive Officer of Employer. Employee
      agrees to serve in the assigned position and to perform diligently and to the
      best of Employee's abilities the duties and services appertaining to such
      position as determined by Employer, as well as such additional or different
      duties and services appropriate to such position which Employee from time to
      time may be reasonably directed to perform by Employer. As of the Effective
      Date, Employee shall be elected as a member of Employer's Board of Directors
      and, upon the retirement of the incumbent Chairman of the Employer's Board
      of
      Directors, shall be elected to serve as the Chairman of the Employer's Board
      of
      Directors. Employee shall at all times comply with and be subject to such
      policies and procedures as Employer may establish from time to time.


     

    1.3.    Employee
      shall, during the period of Employee's employment by Employer, devote Employee's
      full business time, energy, and best efforts to the business and affairs of
      Employer; provided. Subject to the provisos to the immediately preceding
      sentence, Employee may not engage, directly or indirectly, in any other
      business, investment, or activity that interferes with Employee's performance
      of
      Employee's duties hereunder, is contrary to the interests of Employer, or
      requires any significant portion of Employee's business time. The foregoing
      notwithstanding, the parties recognize and agree that Employee may engage in
      passive personal investments and
      other
      business activities which do not conflict with the business and affairs of
      the
      Employer or interfere with Employee's performance of his duties hereunder.
      In
      that regard, Employee may serve on the board of directors of up to three
      corporations of his choice, so long as service on any such board simultaneously
      with his service on Employer's Board of Directors does not constitute a
      violation of federal statutory provisions, or related rules and regulations,
      pertaining to interlocking directorships and the
      meeting times of such boards of directors do not conflict with the meeting
      times
      of Employer's Board of Directors. Except as provided in the preceding sentence,
      Employee may not serve on the board of directors of any entity other than the
      Employer during the Term without the approval of the Employer's Board of
      Directors in accordance with the Employer's policies and procedures regarding
      such service, which approval will not be unreasonably withheld. Employee shall
      be permitted to retain any compensation received for such service on other
      corporations' boards of directors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4.    Employee
      acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity
      and allegiance to act at all times in the best interests of the Employer and
      to
      do no act which would intentionally injure Employer's business, its interests,
      or its reputation. It is agreed that any direct or indirect interest in,
      connection with, or benefit from any outside activities, particularly commercial
      activities, which interest might in any way adversely affect Employer, or any
      of
      its affiliates, involves a possible conflict of interest. In keeping with
      Employee's fiduciary duties to Employer, Employee agrees that Employee shall
      not
      knowingly become involved in a conflict of interest with Employer, or its
      affiliates, or upon discovery thereof, allow such a conflict to continue.
      Moreover, Employee agrees that Employee shall disclose to the Employer's Board
      of Directors any facts which might involve a possible conflict of
      interest.

     

    1.5.    Effective
      as
      of the Effective Date, Employer and Employee shall enter into an Indemnification
      Agreement containing the terms and conditions and forming a part of, this
      Agreement.

     

    1.6.    Employee
      represents that he is not aware of any pre-existing health problems which have
      not been disclosed to Employer.

    


    ARTICLE
      2: COMPENSATION AND
      BENEFITS:

    


    2.1.    For
      the
      period between the Effective Date and June 30th,
      2007,
      Employee's base salary shall be $0 and that he acknowledges that in lieu of
      pecuniary consideration, he shall receive stock in the company.

     

    2.2.    As
      of the
      Effective date, the Employer shall grant to Employee 250,000 shares of the
      Employer's common stock subject to the restrictions and other terms and
      conditions.

     

    2.3.    From
      and
      after the Effective Date, Employer shall pay, or reimburse Employee, for all
      ordinary, reasonable and necessary expenses which Employee incurs in performing
      his duties under this Agreement including, but not limited to, travel,
      entertainment, professional dues and subscriptions, and all dues, fees and
      expenses associated with membership in various professional, business and civic
      associations and societies of which Employee's participation is in the best
      interest of Employer. Employer will reimburse Employee for reasonable legal
      expenses in connection with the negotiation of this Agreement.

     

    
      
        
        

      

      
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    2.4.    During
      the
      Term and while Employee is employed by Employer, and in addition to any group
      term life insurance otherwise generally provided to executive employees of
      Employer, Employer will purchase and maintain at its expense term life insurance
      on the life of Employee payable to the beneficiary or beneficiaries designated
      by Employee. 

     

    2.5.    While
      employed by Employer, Employee shall be allowed to participate, on the same
      basis generally as other employees of Employer, in all general employee benefit
      plans and programs, including improvements or modifications of the same, which
      on the effective date or thereafter are made available by Employer to all or
      substantially all of Employer's executive employees. Such benefits, plans,
      and
      programs may include, without limitation, medical, health, and dental care,
      life
      insurance, disability protection, and qualified retirement plans. Except as
      specifically provided herein, nothing in this Agreement is to be construed
      or
      interpreted to provide greater rights, participation, coverage, or benefits
      under such benefit plans or programs than provided to executive employees
      pursuant to the terms and conditions of such benefit plans and
      programs.

     

    2.6.    Employer
      shall not by reason of this Article 2 be obligated to institute, maintain,
      or
      refrain from changing, amending, or discontinuing, any incentive compensation
      or
      employee benefit program or plan, so long as such actions are similarly
      applicable to covered employees generally.

     

    2.7.    Employer
      may
      withhold from any compensation, benefits, or amount payable under this Agreement
      all federal, state, city, or other taxes as may be required pursuant to any
      law
      or governmental regulation or ruling. 

    


    ARTICLE
      3: TERMINATION PRIOR TO
      EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION:

    


    3.1.    Employee's
      employment with Employer shall be terminated (i) upon the death of Employee,
      (ii) upon Employee's permanent disability (permanent disability being defined
      as
      Employee's physical or mental incapacity to perform his usual duties as an
      employee with such condition likely to remain continuously and permanently);
      provided, however, that in such event, Employee's employment shall be continued
      hereunder for a period of not less than one year from the date of such
      disability, but not beyond the end of the Term, with Employee's base salary
      during such period to be reduced by any Employer-financed disability benefits,
      or (iii) subject to the provisions of clause (ii), at any time during the Term
      by Employer upon notice to Employee or by Employee upon 60 days' notice to
      Employer for any or no reason.

     

    3.2.    If
      Employee's
      employment is terminated by reason of a "Voluntary Termination" (as hereinafter
      defined), the death of Employee, permanent disability of Employee (as defined
      in
      Section 3.1) or by the Employer for "Cause" (as hereinafter defined), all future
      compensation to which Employee is otherwise entitled and all future benefits
      for
      which Employee is eligible shall cease and terminate as of the date of
      termination, except as specifically provided in this Section 3.2. Employee,
      or
      his estate in the case of Employee's death, shall be entitled to pro rata base
      salary through the date of such termination and shall be entitled to any
      individual bonuses or individual incentive compensation not yet paid but due
      under Employer's plans but shall not be entitled to any other payments by or
      on
      behalf of Employer except for those which may be payable pursuant to the terms
      of Employer's employee benefit plans (as hereinafter defined). For purposes
      of
      this Section 3.2, a "Voluntary Termination" of the employment relationship
      by
      Employee prior to expiration of the Term

     

    
      
        
        

      

      
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      shall
        be
        a termination of employment in the sole discretion of and at the election
        of
        Employee, other than (i) a termination of Employee's employment because of
        a
        material breach by Employer of any material provision of this Agreement which
        remains uncorrected for thirty (30) days following written notice of such
        breach
        by Employee to Employer or (ii) a termination of Employee's employment within
        six (6) months of a material reduction in Employees' rank or responsibility
        with
        Employer. For purposes of this Section 3.2, the term "Cause" shall mean any
        of
        (i) Employee's gross negligence or willful misconduct in the performance
        of the
        duties and services required of Employee pursuant to this Agreement; (ii)
        Employee's final conviction of a felony; or (iii) Employee's material breach
        of
        any material provision of this Agreement which remains uncorrected for thirty
        (30) days following written notice to Employee by Employer of such
        breach.

    

     

    3.3.    If
      Employee's
      employment is terminated for any reason other than as described in Section
      3.2
      above during the Term, Employee's rights under this Section 3.3 are Employee's
      sole and exclusive rights against the Employer or its affiliates and the
      Employer's sole and exclusive liability to Employee under this Agreement, in
      contract, tort or otherwise, for the termination of his employment relationship
      with Employer. Employee covenants not to sue or lodge any claim, demand or
      cause
      of action against Employer based upon Employee's termination of employment
      for
      any monies other than those specified in this Section 3.3. If Employee breaches
      this covenant, Employer shall be entitled to recover from Employee all sums
      expended by Employer (including costs and attorneys' fees), in connection with
      such suit, claim, demand or cause of action.

     

    3.4.    It
      is
      expressly acknowledged and agreed that the decision as to whether "Cause" exists
      for termination of the employment relationship by the Employer and whether
      and
      as of what date Employee has become permanently disabled is delegated to the
      Board of Directors. If Employee disagrees with the decision reached by Employer,
      the dispute will be limited to whether the Board of Directors reached this
      decision in good faith.

     

    3.5.    Termination
      of the employment relationship does not terminate those obligations imposed
      by
      this Agreement which are continuing obligations, including, without limitation,
      Employee's obligations under Articles 4 and 5.

    


    ARTICLE
      4: OWNERSHIP AND PROTECTION
      OF INTELLECTUAL PROPERTY & CONFIDENTIAL INFORMATION:

    


    4.1.    All
      information, ideas, concepts, improvements, discoveries, and inventions, whether
      patentable or not, which are conceived, made, developed or acquired by Employee,
      individually or in conjunction with others, during Employee's employment by
      Employer (whether during business hours or otherwise and whether on Employer's
      premises or otherwise) which relate to Employer's business, products or services
      (including, without limitation, all such information relating to corporate
      opportunities, research, financial and sales
      data, pricing ad trading terms, evaluations, opinions, interpretations,
      acquisition prospects, the identity of customers or their requirements, the
      identity of key contacts within the customer's organizations or within the
      organization of acquisition prospects, or marketing
      and merchandising techniques, prospective names, and marks), and all writings
      or
      materials of any type embodying any of such items, shall be disclosed to
      Employer and are and shall be the sole and exclusive property of
      Employer.

     

    
      
        
        

      

      
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    4.2.    Employee
      acknowledges that the businesses of Employer and its affiliates are highly
      competitive and that their strategies, methods, books, records, and documents,
      their technical information concerning their products, equipment, services,
      and
      processes, procurement procedures and pricing techniques, the names of and
      other
      information (such as credit and financial data) concerning their customers
      and
      business affiliates, all comprise confidential business information and trade
      secrets which are valuable, special, and unique assets which Employer, or its
      affiliates use in their business to obtain a competitive advantage over their
      competitors. Employee further acknowledges that protection of such confidential
      business information and trade secrets against unauthorized disclosure and
      use
      is of critical importance to Employer, and its affiliates in maintaining their
      competitive position. Employee hereby agrees that Employee will not, at any
      time
      during or after his employment by Employer, make any unauthorized disclosure
      of
      any confidential business information or trade secrets of Employer, or its
      affiliates, or make any use thereof, except in the carrying out of his
      employment responsibilities hereunder. The above notwithstanding, a disclosure
      shall not be unauthorized if (i) it is required by law or by a court of
      competent jurisdiction or (ii) it is in connection with any judicial or other
      legal proceeding in which Employee's legal rights and obligations as an employee
      or under this Agreement are at issue; provided, however, that Employee shall,
      to
      the extent practicable and lawful in any such events, give prior notice to
      Employer of his intent to disclose any such confidential business information
      in
      such context so as to allow Employer an opportunity (which Employee will not
      oppose) to obtain such protective orders or similar relief with respect thereto
      as it may deem appropriate.

     

    4.3.    All
      written
      materials, records, and other documents made by, or coming into the possession
      of, Employee during the period of Employee's employment by Employer which
      contain or disclose confidential business information or trade secrets of
      Employer, or its affiliates shall be and remain the property of Employer, or
      its
      affiliates, as the case may be. Upon termination of Employee's employment by
      Employer, for any reason, Employee promptly shall deliver the same, and all
      copies thereof, to Employer.

    


    ARTICLE
      5: POST-EMPLOYMENT AND
      NON-COMPETITION OBLIGATIONS:

    


    5.1.    As
      part of
      the consideration for the compensation and benefits to be paid to Employee
      hereunder, and as an additional incentive for Employer to enter into this
      Agreement, Employer and Employee agree to the non-competition provisions of
      this
      Article 5. Employee agrees that during the period of Employee's non-competition
      obligations hereunder, Employee will not, directly or indirectly for Employee
      or
      for others, in any geographic area or market where Employer or any of their
      affiliated companies are conducting any business (other than de minimis business
      operations) as of the date of termination of the employment relationship or
      have
      during the previous twelve months conducted any business (other than de minimis
      business operations):

     

    
      
        
        

      

      
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    (i)    engage
      in any
      business directly competitive with any business(other than de minimis business
      operations) conducted by Employer or any of Employer's affiliates;

     

    (ii)   render
      advice or
      services to, or otherwise assist, any other person, association, or entity
      who
      is engaged, directly or indirectly, in any business directly competitive with
      any business(other than de minimis business operations) conducted by Employer
      or
      any of Employer's affiliates; or

     

    (iii)   induce
      any employee
      of Employer or any of its affiliates (other than Employee's personal secretary
      or administrative assistant)to terminate his employment with Employer, or its
      affiliates, or hire or assist in the hiring of any such induced employee by
      any
      person, association, or entity not affiliated with Employer. These
      non-competition obligations shall extend until two years after termination
      of
      the employment relationship between Employer and Employee. The above
      notwithstanding, nothing in this Section 5.1 shall prohibit Employee from
      engaging in or being employed by any entity that engages in the provision of
      management consulting or other consulting services to third parties, even where
      such entity on occasion renders advice or services to, or otherwise assists,
      any
      other person, association, or entity who is engaged, directly or indirectly,
      in
      any business directly competitive with any business conducted by Employer or
      any
      of Employer's affiliates, so long as Employee does not personally, directly
      or
      indirectly (A) participate in rendering such advice, services or assistance
      to
      any such competing person, association or entity, (B) provide any information
      or
      other assistance to any other person employed by Employee or by any such
      consulting entity for use, directly or indirectly, in rendering such assistance
      to any competing person, association or entity or (C) engage in any conduct
      which would be violative of the provisions of Article 4 hereof.

     

    5.2.    Employee
      understands that the foregoing restrictions may limit his ability to engage
      in
      certain businesses anywhere in the world during the period provided for above,
      but acknowledges that Employee will receive sufficiently high remuneration
      and
      other benefits under this Agreement to justify such restriction. Employee
      acknowledges that money damages would not be sufficient remedy for any breach
      of
      this Article 5 by Employee, and agrees that Employer, on its own behalf or
      on
      behalf of any of its affiliates, shall be entitled to specific performance
      and
      injunctive relief as remedies for such
      breach or any threatened breach. Such remedies shall not be deemed the exclusive
      remedies for a breach of this Article 5, but shall be in addition to all
      remedies available at law or in equity to Employer, including, without
      limitation, the recovery of damages from Employee and his agents involved in
      such breach.

     

    5.3.    It
      is
      expressly understood and agreed that Employer and Employee consider the
      restrictions contained in this Article 5 to be reasonable and necessary to
      protect the proprietary information and/or goodwill of Employer and its
      affiliates. Nevertheless, if any of the aforesaid restrictions are found by
      a
      court having jurisdiction to be unreasonable, or overly broad as to geographic
      area or time, or otherwise unenforceable, the parties intend for the
      restrictions therein set forth to be modified by such courts so as to be
      reasonable and enforceable and, as so modified by the court, to be fully
      enforced.

     

    
      
        
        

      

      
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    ARTICLE
      6:
      MISCELLANEOUS:

    


    6.1.    For
      purposes
      of this Agreement, (i) the terms "affiliates" or "affiliated" means an entity
      who directly, or indirectly through one or more intermediaries, controls, is
      controlled by, or is under common control with Employer or in which Employer
      has
      a 50% or more equity interest, and (ii) any action or omission permitted to
      be
      taken or omitted by Employer hereunder shall only be taken or omitted by
      Employer upon the express authority of the Board of Directors of Employer or
      of
      any Committee of the Board to which authority over such matters may have been
      delegated.

     

    6.2.    Although
      executed and delivered by the parties hereto, this Agreement shall not become
      effective until such time as the Board of Directors has expressly approved
      this
      Agreement. Employer agrees to notify Employee promptly of the date of such
      approval.

     

    6.3.    For
      purposes
      of this Agreement, notices and all other communications provided for herein
      shall be in writing and shall be deemed to have been duly given when received
      by
      or tendered to Employee or Employer, as applicable, by pre-paid courier or
      by
      United States registered or certified mail, return receipt requested, postage
      prepaid, addressed as follows: (i) If to Employer, to Textechnologies, Inc.
      at
      its corporate headquarters to the attention of the General Counsel of
      Textechnologies, Inc.. (ii) If to Employee, to his last known personal
      residence.

     

    6.4.    This
      Agreement shall be governed in all respects by the laws of the State of
      Maryland, excluding any conflict-of-law rule or principle that might refer
      to
      the laws of another State or country.

     

    6.5.    No
      failure by
      either party hereto at any time to give notice of any breach by the other party
      of, or to require compliance with, any condition or provision of this Agreement
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time.

     

    6.6.    It
      is a
      desire and intent of the parties that the terms, provisions, covenants, and
      remedies contained in this Agreement shall be enforceable to the fullest extent
      permitted by law. If any such term, provision, covenant, or remedy of this
      Agreement or the application thereof to any person, association, or entity
      or
      circumstances shall, to any extent, be construed to be invalid or unenforceable
      in whole or in part, then such term, provision, covenant, or remedy shall be
      construed in a manner so as to permit its enforceability under the applicable
      law to the fullest extent permitted by law. In any case, the remaining
      provisions of this Agreement or the application thereof to any person,
      association, or entity or circumstances other than those to which they have
      been
      held invalid or unenforceable, shall remain in full force and
      effect.

     

    6.7.    This
      Agreement shall be binding upon and inure to the benefit of Employer and any
      other person, association, or entity which may hereafter acquire or succeed
      to
      all or substantially all of the business or assets of Employer by any means
      whether direct or indirect, by purchase, merger, consolidation, or otherwise.
      Employee's rights and obligations under this Agreement are personal and such
      rights, benefits, and obligations of Employee shall not be voluntarily or
      involuntarily assigned, alienated, or transferred, whether by operation of
      law
      or otherwise, without the prior written consent of Employer, other than in
      the
      case of death or incompetence of Employee.

     

    
      
        
        

      

      
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    6.8.    This
      Agreement replaces and merges any previous agreements and discussions pertaining
      to the subject matter covered herein. This Agreement constitutes the entire
      agreement of the parties with regard to such subject matter, and contains all
      of
      the covenants, promises, representations, warranties, and agreements between
      the
      parties with respect such subject matter. Each party to this Agreement
      acknowledges that no representation, inducement, promise, or agreement, oral
      or
      written, has been made by either party with respect to such subject matter,
      which is not embodied herein, and that no agreement, statement, or promise
      relating to the employment of Employee by Employer that is not contained in
      this
      Agreement shall be valid or binding. Any modification of this Agreement will
      be
      effective only if it is in writing and signed by each party whose rights
      hereunder are affected thereby, provided that any such modification must be
      authorized or approved by the Board of Directors of Employer.

    


    IN
      WITNESS WHEREOF, Employer and Employee have duly executed this Agreement
      on the date first stated above.

    


    


    TEXTECHNOLOGIES,
      INC.

    


    
      
        	
              	 
	
                

                ________________________________

                David E. Price, Esq., Secretary

                Textechnologies, Inc., Employer

              	
                 

                

                ______________________________________

                Peter Maddocks,
                  Employee

              


      

    

       

     

     

     

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