exv4w8






Exhibit 4.8








22 October 2010




Mr. George Orrison, IV

84 Rock Hall Farm Lane

Berryville, VA 22611



Dear Mr. Orrison,



It is my pleasure to offer you the position of Director of Sales at Metal Storm, reporting to Mr.
Peter Faulkner. Your primary duty station will be Metal Storm Inc.’s Arlington, Virginia
headquarters. In this position, you will responsible for sales of Metal Storm’s products and
services to U.S. Government services and agencies and State and Local organizations.



This letter and accompanying enclosures will summarize important details of matters pertaining to
your employment. Also enclosed is information about current benefits, which are provided to the
workforce here at Metal Storm. Our benefits, payroll, and other human resource management services
are provided through TriNet Employer Group, Inc., a professional employer organization. As a
result of Metal Storm’s arrangement with TriNet, TriNet will be considered your employer of record
for these purposes and your managers here at Metal Storm will be responsible for directing your
work, reviewing your performance, setting your schedule, and otherwise directing your work at Metal
Storm.



Start Date: Your start date is 1 November 2010. Changes to this date must be approved by
the undersigned in writing.



Compensation: Your base salary is $125,000 annualized. You are also entitled to sales
commissions on orders that are a direct result from your activities that will be paid at four
percent of the first $100,000 of a funded order and one percent on the amount greater than
$100,000. Commissions will be paid monthly in arrears from the date of contract funding.



Performance Expectations: In addition to Metal Storm’s standard annual performance review,
your performance will be evaluated based on your ability to secure $4.5 Million in sales within
your first twelve months upon hiring. Progress toward this goal will be reviewed regularly.



Territory: You will be responsible for generating sales within North America, Canada and
Israel. Sales outside of these regions are prohibited unless authorized in writing.



Authority to Bind the Company: Your appointment as Director of Sales does not authorize
you to legally bind the company in any manner or under any circumstances.



Expenses: The Company will reimburse you for reasonable and necessary expenses incurred by
you in furtherance of Metal Storm’s business. All expenses claimed are subject to the review and
approval of your supervisor. Records must be maintained and submitted for any expenses to be
reimbursed — including destination for auto mileage totals and receipts for all other items in
accordance with company policy. All non-local travel requires prior authorization per company
policy. Travel expenses are reimbursed in accordance with the General Services Administration’s
(GSA) Joint Travel Regulations (JTR).



Company Property: During and after your employment, you will not use any Company Property
for any purpose other than for the benefit of the Company. Except for business uses related to the
performance of your job, you will not remove from the Company premises any Company Property without
written consent of your supervisor. In the event of your termination of employment, or at any time
at the request of the Company, you will return all Company Property. You will also return all
copies of Company Property, and any Work Product derived from Company Property.



“Company Property” means Trade Secrets of Metal Storm, Work Product, customer lists, prospect
lists, forms, manuals, records, correspondence, contracts, notes, memoranda, notebooks and other
documents of the Company, software media, equipment, and other intangible and tangible property
owned by the Company.






 









 












Name & Likeness Rights, etc.: You hereby authorize the Company to use, reuse, and to grant
others the right to use and reuse your name, photograph, likeness (including caricature), voice,
and biographical information, and any reproduction or simulation thereof, in any media now known or
hereafter developed (including but not limited to film, video, and digital, or other electronic
media), both during and after my employment, for whatever purposes the Company deems necessary.



Term of Employment: As Metal Storm is the company for which you will perform service, we
will retain the right to control and direct your work, its results, and the manner and means by
which your work is accomplished. Your employment with the Company is at will, and therefore, may be
terminated by you or the Company at any time and for any reason, with or without cause, and with or
without notice. This “at will” employment relationship may not be modified by any oral or implied
agreement.



Additional Benefits: As stated above, Metal Storm has contracted with TriNet to provide
payroll, benefits and HR administration services on behalf of Metal Storm. Information about these
benefits is included with this letter and additional information will be available on-line over the
web on the terms and conditions included in the End User License Agreement (EULA) each new employee
must accept in order to access TriNet’s on-line self-service portal: HR Passport.



Acceptance of Employment Offer: This employment offer is valid for five (5) business days
from the date of this letter. Written acceptance is to be indicated to the undersigned. Please
bring the original signed acceptance letter to the office on your reporting date along with the
necessary documents required to verify your identity and eligibility to work in the United States.
A list of acceptable documents is described on the enclosed I-9 form.



We are all excited about the opportunity to work with you. On behalf of all our team members, let
me extend a sincere Welcome Aboard!



Sincerely,



METAL STORM INCORPORATED


a Delaware corporation




	 	 	 	 	 

	By: 

Name:

	 	/s/ J Kirby
 

James A Kirby
	 	 
	Title:

	 	Director — Corporate Sales	 	 






I accept the above terms of employment as stated:




/s/ G Orrison




	 	 	 	 	 

	 


	 	 

	 	 
	Addressee’s Signature

	 	Date	 	 






Approved by Metal Storm (Following receipt of signed acceptance by employee)




	 	 	 	 	 

	 


	 	 

	 	 
	Name/Title

	 	Date	 	 






 









 





ARBITRATION AGREEMENT




     The following confirms an Agreement between Mr. George Orrison, IV (“Employee”), and Metal
Storm Inc. (“Company”), which is a material part of the consideration for Employee’s employment by
Company.



     WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company;



     NOW, THEREFORE, in consideration of the employment of Employee by Company, and other good and
valuable consideration,



IT IS HEREBY AGREED:




     The Company and Employee mutually agree that any controversy or claim arising out of or
relating to Employee’s employment relationship with the Company, which could have been brought in a
court of law (“Covered Disputes”), shall be settled by arbitration administered by the American
Arbitration Association (“AAA”) under its National Rules for the Resolution of Employment Disputes,
and judgment upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.



     Covered Disputes include all claims, rights, demands, losses, and causes of action rising: in
contract, whether express or implied; or in tort; or under any common law theories; or under any
covenants of good faith and fair dealing; or under any Company policy, wage or compensation
obligation or benefit plan; or under any federal, state, or municipal statute, executive order,
regulation or ordinance pertaining to labor or employment law, including, but not limited to, Title
VII of the Civil Rights Act of 1964, as amended in 1991; the Americans with Disabilities Act; the
Family and Medical Leave Act; the Age Discrimination in Employment Act; the Equal Pay Act; the Fair
Labor Standards Act; and the applicable state and local labor and employment law requirements.



     This Agreement shall not prohibit actions solely seeking injunctive relief necessary to
protect either party’s rights, claims for workers’ compensation benefits, unemployment insurance
benefits, claims by Employee for benefits under a Company plan which plan provides its own
arbitration procedure or actions to compel arbitration or to enforce or vacate an arbitration award
under this Agreement.



     With the exception of actions set forth above, arbitration shall be the exclusive means
through which the Parties may seek relief in connection with any Covered Disputes. The Parties
expressly waive their right to a trial by judge or by jury of any Covered Dispute, as well as their
right to appeal the decision rendered by the arbitrator except on the grounds that the decision was
procured by corruption, fraud or other undue influence or on the grounds specifically set forth in
a statute applicable to vacating an arbitration award under this Agreement.



     Employee agrees that if Employee wishes to assert a claim against the Company, the Employee
must present to the Company a written request for arbitration within one year of the date on which
the Employee knows or should have known of the Covered Dispute against the Company. Likewise, the
Company must present a written



 









 




request for arbitration to the Employee against whom it wishes to assert a claim within the
same time frame. Failure by either the Employee or the Company to present such a request within one
year shall constitute a waiver of the right to recover relief in any forum in connection with the
Covered Dispute.




     Unless otherwise agreed to by Employee and Company, the arbitration shall take place in AAA’s
office closest to the Company’s headquarters. The Parties shall select a single arbitrator in
accordance with applicable AAA rules. Employee is required to pay AAA fees and costs only in the
amount of the court costs which the Employee would be required to pay if the dispute were decided
in a court of law. Company shall pay all AAA fees and costs in excess of the amount Employee is
required to pay.



     The Parties are entitled to discovery sufficient to adequately arbitrate their Covered
Disputes, including, but not limited to, access to essential documents and witnesses, as determined
by the arbitrator. Unless otherwise agreed by Employee and Company, the arbitrator shall apply the
law of the State in which the arbitration takes place. The arbitrator shall have the discretion to
award monetary and other damages, or to award no damages, and to fashion any other relief that
would otherwise be available in court. The arbitrator will issue a written arbitration decision
that reveals the essential findings and conclusions on which the award is based.



     This Agreement is the complete agreement of the parties on the subject of Arbitration of
disputes and claims. This Agreement supersedes any prior or contemporaneous oral, written or
implied understanding on the subject, shall survive the termination of Employee’s employment and
can only be revoked or modified by a writing signed by the parties which specifically states an
intent to revoke or modify this Agreement. If any provision of this Agreement is adjudged to be
void or otherwise unenforceable in whole or in part, such adjudication shall not affect the
validity of the remainder of this Agreement.



     Employee and Company mutually and voluntarily accept the above terms of this Arbitration
Agreement.



Employee:




/s/ G Orrison




	 	 	 

	 


	 	 





On Behalf of Metal Storm, Inc.:



Name:



Title:




			
	 	 	 
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Metal Storm Inc

PROPRIETARY INFORMATION and INVENTIONS AGREEMENT

with Confidentiality, Non-Solicitation and Non-Compete Covenants



The following confirms an Agreement between Mr. George Orrison, IV_(Employee), and Metal
Storm Inc, a Delaware corporation (the “Company”), which is a material part of the consideration
for my employment by Metal Storm Inc:





	1.	 	I have not entered into, and I agree I will not enter into, any agreement either oral or
written in conflict with this Agreement, my employment with the Company, or my relationship
with TriNet Employer Group, Inc., which is my employer of record. I will not violate any
agreement with or rights of any third party or, except as expressly authorized by the Company
in writing hereafter, use or disclose my own or any third party’s confidential information or
intellectual property when acting within the scope of my employment or otherwise on behalf of
the Company. Further, I have not retained anything containing any confidential information of
a prior employer or other third party, whether or not created by me.






	2.	 	I agree that all Inventions (as defined in paragraph 6), trade secrets and all other
confidential business, technical, and financial information (including, but not limited to,
those items listed on Appendix A) I develop, learn, or obtain during the term of my employment
with the Company, that relate to the Company, or the business or demonstrably anticipated
business of the Company, or that are received by or for the Company in confidence, constitute
“Proprietary Information.” I will hold in confidence and not disclose or, except within the
scope of my employment with the Company, use any Proprietary Information. However, I shall not
be obligated under this paragraph, with respect to information which I can document is, or
becomes, readily publicly available without restriction through no fault of mine. Upon
termination of my employment with the Company, I will promptly return to the Company all items
containing or embodying Proprietary Information (including all copies), except that I may keep
my personal copies of (i) my compensation records, (ii) my personnel records, if any, (iii)
materials distributed to shareholders or the public generally, and (iv) this Agreement.






	3.	 	Until one year after the term of my employment with the Company, I will not encourage or
solicit any employee or consultant of the Company to leave the Company for any reason (except
for the bona fide termination of Company personnel within the scope of my employment with the
Company.)






	4.	 	I agree that during the term of my employment with the Company (whether or not during
business hours), I will not engage in any activity for a “business in competition with the
Company” or demonstrably anticipated business of the Company, and I will not assist any other
person or organization in competing or in preparing to compete with a “business in competition
with the Company” or demonstrably anticipated business of the Company. For purposes of this
paragraph, a “business in competition with the Company” means any person or company in the
business of electronic ballistics or stacked round technology.






	5.	 	To the extent permitted by the laws of the state or country where I reside or work, I agree
that until one year after the term of my employment with the Company, I will not engage in any
activity for a “business in competition with the Company” or demonstrably anticipated business
of the Company, and I will not assist any other person or organization in competing or in
preparing to compete with a “business in competition with the Company” or demonstrably
anticipated business of the Company. For purposes of this paragraph, a “business in
competition with the Company” means a business described in paragraph 4 above doing business
in any manner within the geographic areas in which the Company does business.





			
	 	 	 
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	6.	 	The Company shall own all right, title, and interest (including patent rights, copyrights,
trade secret rights, mask work rights and other rights throughout the world) relating to any
and all inventions (whether or not patentable), works of authorship, mask works, designs,
know-how, ideas and information made or conceived or reduced to practice, in whole or in part,
by me during the term of my employment with or service to the Company to the fullest extent
allowed by applicable law (collectively, “Inventions”). I will promptly disclose all
Inventions to the Company and will identify any Invention I believe is excluded from the scope
of this Agreement, so that the Company can make an independent assessment about said
exclusion. I hereby make all assignments necessary to accomplish the purposes of this
paragraph 6. I shall further assist the Company, at the Company’s expense, to further
evidence, record, and perfect such assignments, and to perfect, obtain, maintain, enforce, and
defend any rights specified to be so owed or assigned. I hereby irrevocably designate and
appoint the Company and its agents and attorneys-in-fact to act for and in my behalf, to
execute and file any document, and to do all other lawfully permitted acts to further the
purpose of the foregoing with the same legal force and effect as if executed by me. If I wish
to clarify that something created by me prior to my relationship with the Company, that
relates to the Company’s actual or demonstrably anticipated business, is not within the scope
of this Agreement, I have listed it on Appendix B. If I use or (except pursuant to this
paragraph) disclose my own or any third party’s confidential information or intellectual
property when acting within the scope of my employment or otherwise on behalf of the Company,
the Company will have, and I hereby grant the Company a perpetual, irrevocable, worldwide
royalty-free, non-exclusive, sublicensable right and license to use and exercise all such
confidential information and intellectual property rights. Due to the specific requirements of
California law, a copy of California Labor Code §2870 is attached hereto as Appendix C and the
provisions thereof are incorporated herein only if California law is applicable to this
Agreement.






	7.	 	To the extent allowed by law, paragraph 6 includes all rights of paternity, integrity,
disclosure and withdrawal, and any other rights that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the
extent I retain any such Moral Rights under applicable law, I hereby waive such Moral Rights
and consent to any action with respect to such Moral Rights by or authorized by the Company. I
will confirm any such waivers and consents from time to time as requested by the Company.






	8.	 	I agree that this Agreement is not an employment contract for any particular term and does
not purport to set forth all the terms and conditions of my employment with the Company and
TriNet as my employer of record. However, the terms of this Agreement govern over any
inconsistent terms and can only be changed by a subsequent written agreement duly signed on
behalf of the Company.






	9.	 	I agree that my obligations under paragraphs 2, 3, 5, 6 and 7 of this Agreement shall
continue in effect after termination of my employment with the Company, regardless of the
reason or reasons for termination, and whether such termination is voluntary or involuntary on
my part, and that the Company is entitled to communicate my obligations under this Agreement
to any future employer or potential employer of mine. My obligations under paragraphs 2, 6 and
7 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure
to the benefit of the Company, its subsidiaries, successors, and assigns.






	10.	 	Any dispute over the meaning, effect, or validity of this Agreement shall be resolved in
accordance with the laws of the State of Virginia without regard to the conflict of laws
provisions thereof. I further agree that if one or more provisions of this Agreement are held
to be illegal or unenforceable under applicable law, such illegal or unenforceable portion(s)
shall be limited or excluded from this Agreement to the minimum extent required so that this
Agreement shall otherwise remain in full force and effect and





			
	 	 	 
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	 	 	enforceable in accordance with its terms. I also understand that any breach of this Agreement
will cause irreparable harm to the Company for which damages would not be an adequate remedy
and, therefore, the Company will be entitled to injunctive relief with respect thereto in
addition to any other remedies.




I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES
UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO
SIGN THIS AGREEMENT OTHER THAN THOSE CONTAINED WITHIN THIS DOCUMENT. I SIGN THIS AGREEMENT
VOLUNTARY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY
Metal Storm Inc AND/OR TRINET AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.




/s/ G Orrison




	 	 	 	 	 	 	 	 	 

	 	 	 	 	 	 	 
	Employee Signature	 	 	 	Date	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted & Agreed To By:	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 

	Metal Storm Inc	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	 

	 	 	 	 

Date
	 	 
	 
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






			
	 	 	 
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Metal Storm Inc

PROPRIETARY INFORMATION and INVENTIONS AGREEMENT




Appendix A




PROPRIETARY INFORMATION



Instructions: This is a list of examples of trade secrets and confidential business, technical, and
financial information. Information is considered confidential if it is not readily publicly
available. This is a partial, but not a complete list of the Proprietary Information subject to
the Proprietary Information and Inventions Agreement.





	 	•	 	Employee list and all information contained in employee records
	 
	 	•	 	Vendor list and all information contained in vendor records
	 
	 	•	 	Customer list and all information contained in customer/company records
	 
	 	•	 	Prospective Customer list and all information contained in prospective customer/company
records
	 
	 	•	 	Stockholder list and all information contained in stockholder records
	 
	 	•	 	All information concerning the financial condition of the Company, including
information contained in any income statement, balance sheet or other internal financial
report.
	 
	 	•	 	Marketing plans and strategies of the Company, including information pertaining to
prospective
	 
	 	•	 	customers.
	 
	 	•	 	Financing plans and strategies of the Company
	 
	 	•	 	Staffing plans and strategies of the Company
	 
	 	•	 	Expansion plans and business strategies of the Company
	 
	 	•	 	Negotiations for financing, merger, acquisition, new customers, new vendors or
otherwise
	 
	 	•	 	Technical research projects, methodologies and results
	 
	 	•	 	Other research and development projects
	 
	 	•	 	Drawings and specifications
	 
	 	•	 	Software and hardware documentation
	 
	 	•	 	Forms, manuals, handbooks and guidelines written for internal staff use
	 
	 	•	 	Any materials for which the Company has copyright protection or are marked confidential
	 
	 	•	 	The Company’s proprietary operating procedures and systems





			
	 	 	 
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Metal Storm Inc

PROPRIETARY INFORMATION and INVENTIONS AGREEMENT




Appendix B




PRIOR MATTERS



Instructions: If there are any disclosable items as specified in the Proprietary Information and
Inventions Agreement, set them forth here. The Company will make its own assessment of how the
Agreement affects these items.




   



 




   



 




   



 




   



 




   



 




   



 




			
	 	 	 
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Metal Storm Inc

PROPRIETARY INFORMATION and INVENTIONS AGREEMENT




Appendix C




CALIFORNIA LABOR CODE, SECTION 2870



(a) Any provision in any employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time without using the
employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:





	 	(1)	 	Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or development of the
employer.
	 
	 	(2)	 	Result from any work performed by the employee for the employer.




(b) To the extent that a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against public policy of this state and is unenforceable.



Enacted 1979, amended 1986




			
	 	 	 
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