Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT
      (“Agreement”) made and entered into on this 1st day of April, 2008 (the
      "Effective Date"), by and between Vystar Corporation, a Georgia corporation
      (the
      "Company"), and Sandra Parker, a resident of the State of Georgia
      ("Employee").

    


    In
      consideration of the employment by the Company and of the compensation and
      other
      remuneration paid, and to be paid, by the Company and received by Employee
      for
      such employment, and for other good and valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged by Employee, it is agreed by and
      between the parties hereto as follows:

    


    1. Definitions.
      For
      purposes of this Agreement, the following terms shall have the meanings
      specified below:

    


    "Business"
      - the
      research, development, manufacturing, marketing, sales, distribution and
      offering of products and services related to low-protein natural rubber latex
      raw materials and products offered by the Company as of the Effective Date
      and
      as may be offered by Company during the term of this Agreement.

     

    “Competitor”
      - means
      any
      Person (as defined herein) offering products or services in competition with
      Company or any of its subsidiaries, specifically any Person offering or involved
      in the research, development, manufacturing, marketing, selling and/or
      distribution of any low-protein natural rubber latex raw material or
      product.

     

    "Confidential
      Information"
      -
      information relating to the operations, customers, or finances of the Company,
      or the Business, that derives value from not being generally known to other
      Persons, including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, and lists of or identifying information
      about actual or potential customers or suppliers, including all customer lists,
      whether or not reduced to writing, certain patented and unpatented information
      relating to the research and development, manufacture or serving of the
      Company's products, information concerning proposed new products, market
      feasibility studies and proposed or existing marketing techniques or plans,
      and
      all information defined as a “Trade Secret” pursuant to the Georgia Trade
      Secrets Act or otherwise by Georgia law. Confidential Information also includes
      the same types of information relating to the operations, customers, finances,
      or Business of any affiliate of the Company, if such information is learned
      by
      Employee during the term of this Agreement or in connection with Employee's
      performance of Services. Con-fidential Information also includes information
      disclosed to the Company by third parties that the Company is obligated to
      maintain as confiden-tial. Confidential Information may include information
      that
      is not a Trade Secret, but Confiden-tial Information that is not also a Trade
      Secret shall constitute Confidential Information only for five (5) years after
      the Termination Date. Confidential Information does not include information
      generally available to the public through no violation of a confidentiality
      or
      non-disclosure obligation owed to Company;

     

    
      
         

      

      
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    "Customer"
      - any
      customer of the Company in the Territory that Employee, during the term of
      this
      Agreement, (i) provided goods or services to or solicited on behalf of the
      Company; or (ii) about whom Employee possesses Confidential
      Information;

    


    "Person"
      - any
      individual, corporation, partnership, limited liability company, association,
      municipality, government agency, government, unin-corporated organization or
      other entity;

    


    "Services"
      - the
      duties and functions that Employee shall provide in the Territory as an employee
      of the Company and as further outlined on Exhibit B;

    


    "Termination
      Date"
      - the
      last day Employee is employed by the Com-pany, whether the termination is
      voluntary or involuntary and whether with or without cause; 

    


    “Territory”
      - shall
      be the geographic region in which Employee initially and/or at anytime
      throughout the term of this Agreement provides the Services. Territory shall
      be
      more fully described in Exhibit B along with Employee’s description of
      Services.

    


    2. Employment:
      The
      Company agrees to employ Employee and Employee agrees that Employee will devote
      Employee’s full productive time, skill, energy, knowledge and best efforts
      during the period of Employee’s employment to such duties as the Board of
      Directors of the Company and/or the Employee’s Direct Supervisor (as identified
      in Section 5 below) may reasonably assign to Employee, and Employee will
      faithfully and diligently endeavor to the best of Employee’s ability to further
      the best interest of the Company during the period of Employee’s employment.
      However, Employee is not prohibited from making personal investments in any
      other businesses, as long as those investments do not require Employee to
      participate in the operation of the companies in which Employee invests and
      such
      other businesses are not in competition with the Company or any of its
      subsidiaries (“Competitor”). Employee may invest in any publicly traded company
      registered on a bona fide stock exchange without reservation.

    


    3. Terms
      of Employment:
      Employee's employment will begin on the _______ day of ___________, 20__, and
      will continue unless one party gives the other party of such intent to not
      renew
      ninety (90) days prior to each annual anniversary date, unless earlier
      terminated in accordance with Section 9 herein. Notwithstanding, the foregoing,
      the first 180 days of Employee’s employment shall be a probationary period
      during which Company may terminate Employee without cause and without the
      obligation of the Severance Payment, as described in Section 10.c. Effect of
      Termination (“Probationary Period”). Termination of this Agreement during the
      Probationary Period shall be effective upon written notice to Employee. At
      Company’s election, in the event of Company’s termination of Employee without
      cause during the Probationary Period, Company may elect to activate the
      Noncompete provisions. In the event of Company’s termination of Employee for
      cause, whether in the Probationary Period or otherwise, Employee shall be
      obligated to comply with the Noncompete covenants.

    


    4. Compensation:
      On the
      terms and subject to the conditions of this Agreement, (i) the Company will
      pay
      Employee a salary and a bonus determined in accordance with Schedule A, (ii)
      Employee will be entitled to participate in the Company’s Employee Stock Option
      Plan as may be in effect from time to time, and (iii) the Company will provide
      Employee with employee benefits consistent with those provided by the Company
      to
      similarly situated executives. The Company’s Employee Stock Option Plan will be
      distributed to Employee. The employee benefits provided by the Company as of
      the
      date hereof shall also be distributed to Employee. The Company reserves the
      sole
      and unilateral right to modify any and all employee benefits at any time in
      its
      sole discretion.

     

    
      
         

      

      
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    5. Title,
      Duties and Conduct of Employee:
      The
      Employee’s initial title shall be Executive Vice President Sales and Marketing,
      and shall report to William R. Doyle, President & COO, as Employee’s Direct
      Supervisor. Employee shall perform such duties and functions for the Company
      as
      shall be specified from time to time by the Chairman or Board of Directors
      of
      the Company, and/or the Employee’s Direct Supervisor, including, but not limited
      to the duties and functions expressly set forth on Schedule B, and which are
      consistent with Employee's duties set forth on Schedule B
      (“Services”).

    


    a. Disparagement.
      Employee
      shall not at any time make false, misleading or disparaging statements about
      the
      Company, including the Business, management, employees and/or
      Customers.

    


    b. Prior
      Agreements.
      Employee
      represents and warrants that Employee is not under any obligation, contractual
      or otherwise, limiting, impairing or affecting Employee's performance of
      Services. Upon execution of this Agreement, Employee shall give the Company
      any
      agreement with a prior employer or other Person purporting to limit or affect,
      in any way, Employee's ability to work for the Company, to solicit customers
      or
      potential customers or employees or to use any type of information.

    


    c. Confidential
      Information.
      Employee
      shall protect Confidential Information. Except as required in connection with
      work for the Company, Employee will not use, disclose or give to others, during
      or after Employee's employment, any Confidential Information.

    


    d. Compliance
      with Company Policies and Laws.
      At all
      times while performing Services, Employee shall comply with all laws and
      regulations applicable to Employee and/or Company. Employee shall at all times
      comply with all Company policies and procedures. Failure to comply with this
      Section shall be grounds for Termination For Cause, as described in Section
      10
      Term and Termination.

    


    6. Paid
      Time Off, Illness or Incapacity:
      Employee
      is entitled to vacation paid time off and absence from Employee’s duties during
      regular work hours for a total of four (4) weeks each calendar year. Employee
      shall be entitled to paid time off for sick leave pursuant to Company policy.
      If
      Employee cannot perform his/her duties because of major illness or incapacity
      for more than a total of ninety (90) days in any year, the Company may terminate
      this Agreement upon thirty (30) days' written notice to Employee. Employee
      is
      not entitled to receive, and the Company shall not be required to pay,
      Employee's compensation hereunder for absences because of major illness or
      incapacity other than the total of ninety (90) days in each year granted to
      Employee under this Section 6.

     

    
      
         

      

      
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    7. Termination
      of Agreement Upon Sale or Termination of Company's
      Business: 

    


    a. Not--with-standing
      anything to the contrary contained in this Agreement, the Company may terminate
      Employee's employment upon thirty (30) days' written notice to Employee upon
      the
      occurrence of any of the following events:

    


    (1)
      The
      acquisition, directly or indirectly, of any "person" (excluding any "person"
      who
      on the date hereof owns or controls ten percent (10%) or more of the voting
      power of the Company's common stock), as such term is used in Sections 13(d)
      and
      14(d) of the Securities Exchange Act of 1934, as amended, within any twelve
      (12)
      month period of securities of the Company representing an aggregate of fifty
      percent (50%) or more of the combined voting power of the Company's then
      outstanding securities; provided, that for purposes of this Paragraph (a),
      "acquisition" shall not include shares which are received by a person through
      gift, inheritance, under a will or otherwise through the laws of descent and
      distribution;

    


    (2)
       
      During
      any period of two consecutive years, individuals who at the beginning of such
      period constitute the Board of Directors of the Company (the "Board"), cease
      for
      any reason to constitute at least a majority thereof, unless the election of
      each new director was approved in advance by a vote of at least a majority
      of
      the directors then still in office who were directors at the beginning of such
      period; or

    


    (3)
      The
      occurrence of any other event or circumstance which is not covered by (1) or
      (2)
      above which the Board determines affects control of the Company and, in order
      to
      implement the purposes of this Agreement, adopts a resolution that such event
      or
      circumstance constitutes an “event” under this Paragraph 7.

    


    


    b. If
      the
      Company terminates Employee pursuant to Paragraph 7(a), Company will, for the
      Severance Period (as defined in Paragraph 10(c)), pay Employee her then current
      salary and provide Employee with Group Health Insurance, but Company shall
      not
      be required to pay any other compensation or provide any other
      benefits.

    


    8. Ownership
      of Information

  


    a. Work
      For Hire Acknowledgment; Assignment.
      All
      writings, draw-ings, photographs, tapes, recordings, computer programs and
      other
      works in any tangible medium of expression, regardless of the form of medium,
      which have been or are prepared by Employee, or to which Employee contributes,
      in connection with Employee's employ-ment by the Company, whether patented,
      copyrighted, trademarked or otherwise (collectively the "Works") and all
      copyrights, patents, trademarks and other rights in and to the Works, belong
      solely, irrevocably and exclusively throughout the world to the Company as
      works
      made for hire. However, to the extent any court or agency should conclude that
      the Works (or any of them) do not constitute or qualify as a "work made for
      hire," Employee hereby assigns, grants and delivers, solely, irrevocably,
      exclusively and throughout the world to the Company all ownership and other
      rights to the Works. Employee also agrees to cooperate with the Company and
      to
      execute such other further grants and assignments of all rights as the Company
      from time to time reasonably may request for the purpose of evidencing,
      enforcing, filing, registering or defending its ownership of the Works and
      the
      copyrights in them, and Employee hereby irrevoca-bly constitutes and appoints
      the Company as Employee's agent and attorney-in-fact, with full power of
      substitu-tion, in Employee's name, place and stead, to execute and deliver
      any
      and all such assignments or other instruments which Employee shall fail or
      refuse promptly to execute and deliver, this power and agency being coupled
      with
      an interest and being irrevo-cable. Without limiting the preceding provisions
      of
      this Paragraph 8(a), Employee agrees that the Company may edit and otherwise
      modify, and use, publish and otherwise exploit, the Works in all media and
      in
      such manner as the Company, in its discretion, may determine.

     

    
      
         

      

      
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    b. Inventions,
      Ideas and Patents.
      Employee
      shall disclose promptly to the Company (which shall receive it in confidence),
      and only to the Company, any invention or idea of Employee (developed alone
      or
      with others) conceived or made during Employee's employment by the Company
      (or,
      if related to the Business, during employment or within one year after the
      Termination Date). Employee assigns to the Company any such invention or idea
      in
      any way connected with Employee's employment or related to the Business,
      research or development of the Company, or demonstrably anticipated research
      or
      development of the Company, and will cooperate with the Company and sign all
      papers deemed necessary by the Company to enable it to obtain, maintain, protect
      and defend patents covering such inventions and ideas and to confirm the
      exclusive ownership of the Company of all rights in such inventions, ideas
      and
      patents, and irrevoca-bly appoints the Company as its agent to execute and
      deliver any assignments or documents Employee fails or refuses to execute and
      deliver promptly, this power and agency being coupled with an interest and
      being
      irrevocable. This constitutes written notification to Employee that this
      assignment does not apply to an invention for which no equipment, supplies,
      facility or Trade Secret information of the Company or any Customer was used
      and
      which was developed entirely on Employee's own time, unless (a) the invention
      relates (i) directly to the Business or (ii) to the actual or demonstrably
      anticipated research or develop-ment of the Company, or (b) the invention
      results from any work performed by Employee for the Company.

    


    9. Nonsolicitation;
      Noncompetition. 

    


    a. Non-Solicitation
      of Customers.
      During
      the term of this Agreement, and for one (1) year after the Termination Date,
      Employee will not solicit Customers within the Territory for the purpose of
      providing products or services comparable to those provided by the Business,
      except on behalf of the Company.

    


    b. Non-Solicitation
      of Company Employees.
      During
      the term of this Agreement and for one (1) year after the Termination Date,
      Employee will not solicit for employment with another Person anyone who is
      an
      employee of the Company.

    


    c. Non-Compete.
      During
      the term of this Agreement and for one (1) year after the Termination Date,
      Employee will not provide services substantially similar to Services within
      the
      Territory to any Competitor. Employee shall be prohibited from providing in
      the
      Territory in competition with the Company in accordance with the terms of this
      Agreement, including the Services expressly set forth on Schedule B attached
      hereto. Employee acknowledges that Employee has been informed of and discussed
      with the Company the specific activities that Employee will perform as Services
      and that Employee understands the scope of the activities that constitute
      Services and the Territory under this Agreement.

     

    
      
         

      

      
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    d. Future
      Employment Opportunities.
      Prior to
      and for one (1) year after the Termination Date, Employee shall (a) provide
      any
      employer with a copy of this Agreement, and (b) upon accepting any position,
      provide the Company with the employer's name and a description of the services,
      if any, Employee will provide for such employer.

    


    


    10. Termination.
      At all
      times, Employee’s employment shall be subject to “employment at will”. This
      Agreement and the employment of Employee may be terminated as
      follows:

    


    a. Without
      Cause.
      Either
      party may terminate this Agreement upon thirty (30) days notice to the other
      party. 

    


    b. For
      Cause.

    (1) By
      the
      Company (i) pursuant to Paragraphs 6 or 7, (ii) upon conviction of the Employee
      of any felony or material misdemeanor under federal, state or local laws or
      ordinances, except traffic violations (iii) upon the failure of Employee to
      diligently or competently discharge the duties assigned to him pursuant to
      this
      Agreement; or

    


    (2) (i)
      By
      Employee upon thirty (30) days' written notice to the Company for any breach
      of
      this Agreement by Company and failure to cure within that thirty (30) day notice
      period; or

    


    (3) By
      the
      Company upon any breach by Employee of any of the terms and conditions of this
      Agreement or the breach by Employee of any representation or warranty made
      to
      the Company herein or in any other agreement, document or instrument executed
      by
      Employee and delivered to the Company, or should any representation or warranty
      made by Employee hereunder or thereunder prove to have been false or misleading
      in any material respect when made or furnished; or

    


    (4) By
      the
      Company upon the death of Employee.

    


    c. Effect
      of Termination.

    


    (1) In
      the
      event Employee is terminated by the Company without cause (other than during
      the
      Probationary Period pursuant to Paragraph 3 the Company shall (i) pay Employee
      his then current salary and provide Employee with Group Health Insurance, but
      no
      other compensation or benefits, for three (3) months (“Severance Period”)
      beginning with the date of termination (“Severance Payment”). If Employee is
      terminated for cause or Employee terminates this Agreement without cause,
      Employee shall be entitled only to compensation accrued through the date of
      Termination and all benefits accrued as of such date, and shall not be entitled
      to any Severance Payment described herein, but shall remain obligated to the
      Non-Compete and Non-Severance obligations.

     

    
      
         

      

      
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    (2)
      Return
      of Materials.
      On the
      Termination Date or for any reason or at any time at the Company's request,
      Employee will deliver promptly to the Company all materials, documents, plans,
      records, notes, manuals, subcontracts, procedures, customer lists, and any
      other
      papers and any copies thereof in Em-ployee's possession, custody or control
      relating to the Company or the Business, whether defined as Confidential
      Information, Trade Secret or otherwise, all of which at all times shall be
      the
      property of the Company.

    


    11. Miscellaneous. 

    


    a. Assignability. 

    


    (1)
      This
      Agreement may be assigned by the Company to any successor in interest to its
      business, which successor in interest shall be bound herein to the same extent
      as the Company. Employee agrees to perform his duties for such successor in
      interest to the same extent as for the Company.

    


    (2)
      This
      is a personal agreement on the part of Employee and may not be sold, assigned,
      transferred or conveyed by Employee.

    


    b. No
      Waiver.
      The
      waiver by either party of a breach of any provision of this Agreement by the
      other party shall not operate or be construed as a waiver of any subsequent
      breach by the other party.

    


    c.
      Governing
      Law and Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Georgia. Any cause of action shall be filed in and the parties agree
      to
      subject themselves to the jurisdiction of any State or Federal court of
      competent jurisdiction located in Atlanta, Georgia. 

    


    d.
      Entire
      Agreement.
      This
      Agreement, together with the Employee confidential Information, Copyright and
      Invention Assignment Agreement, attached hereto as Exhibit C, states the entire
      agreement and understanding between the parties and supersedes all prior
      understandings and agreements.

    


    e.
      No
      Modification.
      No
      change
      or modification to this Agreement shall be valid unless in writing and signed
      by
      both parties hereto.

    


    f. Independence
      of Covenants.
      The
      covenants contained herein shall be construed as agreements independent of
      each
      other and of any other provision of this or any other contract between the
      parties hereto, and the existence of any claim or cause of action by Employee
      against the Company, whether predicated upon this or any other contract, shall
      not constitute a defense to the enforcement by the Company of said
      covenants.

    


    
      
         

      

      
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    g.
      Right
      to Injunctive Relief.
      Employee
      recognizes and agrees that the injury the Company will suffer in the event
      of
      the Employee's breach of any covenant or agreement contained herein cannot
      be
      compensated by monetary damages alone, and Employee therefore agrees that the
      Company, in addition and without limiting any other remedies or rights that
      it
      may have, either under his Agreement or otherwise, shall have the right to
      obtain an injunction against Employee from any court of competent jurisdiction
      enjoining any such breach without having to show or prove damages or
      injury.

    


    h.
      Jury
      Trial Waiver.
      Both
      parties hereby waive their right to a trial by jury in the event of any dispute
      or cause of action regarding this Agreement.

     

     

     

     

     

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the day and year first above
      written.

    
      	 	 	 
	 	
              VYSTAR
                CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                William R. Doyle 

            
	 	
              Title:
                CEO

            


      	 	 	 
	 	
              EMPLOYEE:

            
	 
 	 
 	 
 
	 	        	 
	 	
              

              Name:
                Sandra Parker

            
	 	 




    


    


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    Schedule
      A - Salary and Bonus

    Annual
      Salary. $95,000*

    


    Salary.
      Company
      shall pay Employee a Monthly Salary of $7,916.00* The Monthly Salary shall
      be
      payable bi-weekly according to the Company’s established payroll periods.


    


    *
      The
      salary may be adjusted upon the introduction of a mutually agreed-upon
      commission and/or bonus structure.

    


    Bonus.
      For the
      first six (6) months of Employee’s employment, Employee shall receive in
      addition to her Salary a guaranteed bonus of Five Thousand Dollars ($5,000)
      per
      month, which shall be divided equally among the scheduled payroll periods for
      each month, and payable as part of the standard, scheduled payroll for each
      month. Thereafter, a further bonus structure may be made available to Employee
      depending upon the Company and Employee performance, at Company’s complete and
      sole discretion. Such bonus structure may alter the base and/or commission
      compensation described herein.

    


    Commission.
      It is
      anticipated by both parties that a commission structure will be mutually agreed
      upon at some point during the term of this Agreement. Such commission structure
      may alter the base salary and/or bonus compensation described
      herein.

    


    Stock
      Option Grant.
      Employee
      shall be granted 200,000 stock options at the strike price of $1/share pursuant
      to Company’s current 2004 Long-Term Incentive Compensation Plan, which shall
      vest according to the following schedule:

    


    50,000
      vesting upon the execution of this Agreement and the execution of the
      corresponding Stock Option Agreement effecting the stock option
      grant.

    


    50,000
      vesting each of the next 3 years upon the anniversary date of the execution
      of
      the Stock Option Agreement.

    


    Employee
      may be awarded additional option grants at the Company’s and/or her Supervisor’s
      sole discretion. In all cases, the execution of a Stock Option Agreement shall
      be required in order to effect any such grant.

    


     

    


    
      
         

      

      
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    Schedule
      B - Duties and Functions (“Services”)

    


    Employee
      shall be responsible for implementing and overseeing, including all budgetary
      and revenue responsibility, for all Company sales and marketing activities
      and
      initiatives. The Territory for Employee’s scope of Services responsibility shall
      be the world-wide.

    


    


    


    


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    Schedule
      C

    Employee
      Confidential Information, Copyright and Invention Assignment
      Agreement

     

     

     

     

     

    
      
         

      

      
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