Employment Agreement dated March 8, 2005



 Exhibit 10.1 
  
 EMPLOYMENT AGREEMENT 
  

EMPLOYMENT AGREEMENT to begin on March 8, 2005, by and between UTEK CORPORATION, a Delaware corporation, having an office at 202 South Wheeler
Street, Plant City, Florida 33563 (hereinafter referred to as “UTEK”), and Doug Schaedler (hereinafter referred to as “Employee”): 
  
 WHEREAS, UTEK desires to employ Employee in the position as Chief Operating Officer and Chief Compliance
Officer; and 
  
 WHEREAS, Employee is willing to
be employed in said position in the manner provided for herein, and to perform the duties of the UTEK upon the terms and conditions herein set forth; 
  
 NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth it is agreed as follows; 
  
 1. Employment of Employee. UTEK hereby employs Employee
as Chief Operating Officer. 
  
 2. Term. The
term of this Agreement shall commence on March 8, 2005 (the “Commencement Date”) and expire one year from such date, unless sooner terminated or renewed as provided hereunder. During the term hereof, Employee shall devote substantially all
of his business time and efforts to UTEK and Its subsidiaries and affiliates. 
  
 3. Duties. The Employee shall perform those functions generally performed by persons of such title and position, shall perform any and all related duties, and shall be available to confer
and consult with and advise the officers and directors of UTEK at such times that may be required by UTEK. 
  
 4. Compensation. Employee shall be paid as follows: 
  
 a. Employee shall be paid a salary of One Hundred Fifty Thousand Dollars ($150,000.00) per year, payable in monthly
installments; and 
  
 b. In addition UTEK shall provide:

  
 (i) A commission of three (3) percent to be
paid quarterly based on strategic alliance sales at 

  

 Page 1 








 
Independent appraised value), however cash contracts will be based on face value) and; 
  
 (ii) Pay a cash bonus of $25,000.00 to Employee if gross sales exceed $11,673,000.00 for year ending 2005,
and; 
  
 (iii) The $25,000.00 bonus is to be paid
quarterly if sales in any quarter exceed $2,918,350, so that $6,250.00 will be paid to Employee at the end of that quarter. 
  
 (iv) Employee may participate in the Employer’s Simple Retirement Plan. Company will provide a matching contribution up to 3% of the
employee’s salary per year. Plan is administered through Smith Barney and; 
  
 (v) UTEK shall grant to the Employee 30,000 stock options under its Incentive Stock Plan (the “1999 Plan”). 15,000 stock options
to vest upon Employer achieving either gross sales of at least $11,673,000.00 or net assets of at least $40,000,000.00 in any given year; and the next 15,000 stock options will vest in any subsequent year, when Employer either achieves gross
sales of at least $15,000,000.00 or net assets of at least $60,000,000.00. The price for the options will be based on the closing market price on March 8, 2005. 
  
 (vi) In the event of a “change of control” defined as where at least fifty percent of UTEK stock
is purchased by one investor or group (excluding public offerings), will cause all of the above stock options and the employee’s original grant of 30,000 stock options (60,000 total) to become vested in such event. 
  
 5. Confidential Information. 
  
 a. The Employee has acquired and will acquire information and knowledge
respecting the intimate and confidential affairs of the Company (for this purpose including all subsidiaries and affiliates, including without limitation confidential information with respect to the Company’s customer lists, technologies,
business methodology, business techniques, promotional materials and information, and other similar matters treated by the Company as confidential (the Confidential Information). 
  

 Page 2 








 Accordingly, the Employee covenants and agrees that during his employment by the Company (whether during
the Term hereof or otherwise) and thereafter, the Employee shall not, without the prior written consent of the Company, disclose to any person, other than a person to whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Employee of the Employee’s duties hereunder, any Confidential Information obtained by the Employee while in the employ of the Company. 
  

b. The Employee agrees that all memoranda, notes, records, data base information, papers or other documents and all copies thereof relating to the
Company’s operations or business, some of which may be prepared by the Employee, and ail objects associated therewith in any way limited by the Employee shall be the Company’s property. This shall include, but is not limited to, documents
and objects concerning any customer contracts, manuals, mailing lists, advertising materials, and all of their materials and records of any kind that may be in the Employee’s possession or under the Employee’s control. The Employee shall
not, except for the Company’s use, copy or duplicate any of the aforementioned documents or objects (except for the purpose of performing Employee’s duties) nor remove them from the Company’s facilities, nor use any information
concerning them except for the covenants and agrees that the Employee will deliver to the Company upon termination of the Employee’s employment, or any other time at the Company’s request. 
  
 c. The Employee shall deliver to the Company or its designee at the
termination of his employment all data, correspondence, memoranda, notes, records, drawings, sketches, plans, customer lists, product compositions, and other documents and all copies thereof, made, composed or received by the Employee, solely or
jointly with others, that are in the Employee’s possession, custody, or control at termination and that are related in any manner to the past, present, or anticipated business or any member of the Company or one its subsidies . In this regard,
the Employee hereby grants and conveys to the Company all right, title, and interest in and to, including without limitation, the right to possess, print, copy, and sell or otherwise dispose of, any reports, records, papers, summaries, photographs,


  

 Page 3 








 
drawings or other documents, and writings, and copies, abstracts or summaries thereof, that may be prepared by the Employee or under his direction or that
may come into his possession in any way during the term of his employment with the Company that relate in any manner to the past, present or anticipated business of any member of the Company or one its subsidies. 
  
 6 . Covenant. Not, to Compete. 
  
 a. The Employee covenants and agrees that during the Employee’s
employment by UTEK (whether during the Term hereof or otherwise), and thereafter for a period of one (1) year following the termination of the Employee’s employment with the UTEK, the Employee will not: 
  
 (1) directly or indirectly engage in, continue in or carry on the business
of any corporation, partnership, firm or other business organization which is now, becomes or may become a direct competitor of the UTEK in its business (UTEK’s Business-technology transfer of technology from universities and federal labs to
companies), including owning or controlling any financial interest in, any corporation, partnership, firm or other form of business organization which competes with or is engaged in or carries on any aspect of such business or any business
substantially similar thereto; 
  
 (2) consult with, advise or
assist in any way, whether or not for consideration, any corporation, partnership, firm or other business organization which is now, becomes or may become a competitor of the UTEK during the Employee’s employment with the UTEK; 
  
 (3) engage in any practice the purpose of which is to evade the provisions
of this Agreement or to commit any act which is detrimental to the successful continuation of, or which adversely affects, the business of the UTEK. 
  
 b. The Employee agrees that the geographic scope of this covenant not to compete shall extend to the geographic area where the Company’s customers
conduct business or are located at any time during the Term of this 

  

 Page 4 








 
Agreement. For the purposes of this Agreement, “Customers” means any person, university or entity to which the Company provides or has provided
services within a period of one (1) year prior to the Employee’s termination of services for the furtherance of such customer’s business within such period of one (1) year the Company has pursued or communicated with for the purposes of
obtaining business for the Company. 
  
 c. In the event of any
breach of this covenant not to compete, the Employee recognizes that the remedies at law will be inadequate and that in addition to any relief at law which may be available to the Company for such violation or breach and regardless of any provisions
contained in this Agreement, the Company shall be entitled to equitable remedies (including an injunction) and such other relief as a court may grant after considering the intent of this Section 7. In any action or proceeding by the Company to
obtain a temporary restraining order and/or preliminary injunction to enforce the covenant, the Employee hereby agrees that the Company shall not be required to put an injunction bond in excess of One Thousand Dollars ($1,000.00) in order to obtain
the temporary restraining order and/or preliminary injunction. It is further acknowledged and agreed that the existence of any claim or cause of action on the part of the Employee against the Company, whether arising from this Agreement or
otherwise, shall in no way constitute a defense to the enforcement of this covenant not to compete, and the duration of this covenant not to compete shall be extended in an amount which equals the time period during which the Employee is or has been
in violation of this covenant not to compete. 
  
 d. In the event
a court of competent jurisdiction determines that the provisions of this covenant not to compete are excessively broad as to duration, geographic scope, prohibited activities or otherwise, the parties agree that this covenant shall be reduced or
curtained to the extent necessary to render it enforceable. 
  
 e. For the purposes of this Section 6, Company shall be deemed to include the Company, as well as its subsidiaries and affiliates. 
  

 Page 5 








 f. The parties hereto expressly acknowledge and agree that any provision of this Section 6 may be amended
or waived by the mutual written agreement of both parties. 
  
 7. Termination. 
  
 a. Either party may
terminate this Agreement for any reason by giving the other party ninety (90) days written notice. 
  
 b. UTEK shall also have the right to terminate this Agreement immediately For Cause, which shall include, but not be limited to, fraud, breach of
fiduciary duty, conviction of a crime or like conduct. 
  
 c. If
the Employee is terminated for any reason or terminates his employment, the Company will not be required to make any further payments to Employee during the remainder one year. 
  
 8. Arbitration. Any controversies between UTEK and Employee involving the construction or application of any
of the terms, provisions or conditions of this Agreement shall on the written request of either party served on the other be submitted to arbitration. Such arbitration shall comply with and be governed by the rules of the American Arbitration
Association. An arbitration demand must be made within one (1) year of the date on which the party demanding arbitration first had notice of the existence of the claim to be arbitrated, or the right to arbitration along with such claim shall be
considered to have been waived. An arbitrator shall be selected according to the procedures of the American Arbitration Association. The cost of arbitration shall be born by the losing party or in such proportions as the arbitrator shall decide. The
arbitrator shall have no authority to add to, subtract from or otherwise modify the provisions of this Agreement, or to award punitive damages to either party. 
  

9. Attorney’s Fees andCosts. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 
  

 Page 6 








 10. Entire Agreement: Survival. 
  
 a. This Agreement contains the entire agreement between the parties with
respect to the transactions contemplated herein and supersedes, effective as of the date hereof any prior agreement or understanding between UTEK and Employee with respect to Employee’s employment by UTEK. The unenforceability of any provision
of this Agreement shall not affect the enforceability of any other Provision. This Agreement may not be amended except by an agreement in writing signed by the Employee and the UTEK, or any waiver, change, discharge or modification as sought. Waiver
of or failure to exercise any rights provided by this Agreement and in any respect shall not be deemed a waiver of any further or future rights. 
  
 b. The provisions of Sections 5, 6, 8, 9, 10, 12 and 14 shall survive the termination of this Agreement. 
  
 11. Assignment. This Agreement shall not be assigned to
other parties. 
  
 12. Governing Law. This
Agreement and all the amendments hereof, and waivers and consents with respect thereto shall be governed by the laws of the State of Florida, without regard to the conflicts of laws principles thereof and the parties agree that the jurisdiction
shall be in Hillsborough County, Florida. 
  
 13.
Notice. All notices, responses, demands or other communications under this Agreement shall be in writing and shall be deemed to have been given when 
  
 a. delivered by hand; 
  
 b. sent be fax, (with receipt confirmed), provided that a copy is mailed by registered or certified mail, return receipt requested; or 
  
 c. received by the addressee as sent be express delivery service (receipt
requested) in each case to the appropriate addresses, and fax numbers as the party may designate to itself by notice to the other parties: 
  

	 	(i)	if to UTEK: 

  
 UTEK Corporation 
 202 South Wheeler Street

 Plant City, Florida 33566 
  

 Page 7 








 Attention: Sam Reiber 
 Vice President & General Counsel 
 Telephone: 813-754-4330 
  

	 	(ii)	If to the Employee: 

  
 Doug Schaedler, 
 2210 Village Park Road

 #203 
 Plant City, FL 33563

  
 14. Severability. Should any part of this
Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any
reason, be hereafter declared invalid. 
  
 IN WITNESS WHEREOF,
the undersigned have executed this agreement as of the day and year first above written. 
  

			
	UTEK CORPORATION
		
	By:	 	


		
	 	 	Clifford M. Gross, Ph. D.
	 Title:
	 	CEO
		
	By:	 	


		
	 	 	Doug Schaedler

  

 Page 8