**Exhibit 10.11**

 

EXECUTIVEEMPLOYMENT AGREEMENT

 

THIS EXECUTIVEEMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 23rd day of January,2006, by and between WORLDWATER & POWER CORP. a Delaware corporation(the “**Company**”), and JAMES S. FARRIN, with anaddress of 57 N. Tulane Street, Princeton, New Jersey 08542 (the “Executive”).

 

Background

 

The Companydesires to obtain the services of the Executive, and the Executive is willingto render such services, in accordance with the terms hereinafter set forth.

 

The Company, byappropriate action, has authorized the employment of the Executive as providedfor in this Agreement.

 

NOW THEREFORE,in consideration of the respective agreements of the parties contained herein,it is agreed as follows:

 

1. Term.The initial term (the “Initial Term”) of this Agreement shall commence as ofthe date hereof and shall terminate on January 23, 2007. Unless terminatedas hereinafter provided, this Agreement shall continue from month to month(each such period, a “Renewal Term”) on the same terms and conditions as in theInitial Term, subject to adjustments as herein provided (the “Employment Term”).Notwithstanding the foregoing, the Company may terminate Executiveimmediately upon the hiring of a Replacement CEO (as defined in Section 2(b) below)or upon a change in control of the Company.

 

2. Employment.

 

(a)          TheExecutive will be employed as a President and Chief Executive Officer of theCompany and will perform the duties, undertake the responsibilities andexercise the authority customarily performed, undertaken and exercised by personssituated in a similar executive capacity, and as directed by the Company.

 

(b)         Executiveacknowledges that he will serve on an interim basis and that it is theintention of the Company during the term of this Agreement to identify and hirea President and Chief Executive Officer to serve on a long term basis (“**Replacement CEO**”).

 

(c)          Excludingperiods of a vacation and sick leave to which the Executive is entitled, theExecutive agrees during the Employment Term to devote substantially all of hisbusiness time to the business and affairs of the Company and to the duties andresponsibilities assigned to the Executive hereunder by the Company. TheExecutive may (i) serve on civic or charitable boards or committees; and(ii) manage

 

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personalinvestments and non-competing family businesses; so long as any such activitiesdo not interfere with the performance of the Executive’s responsibilitieshereunder. Executive shall use his best efforts to discharge theresponsibilities of his office and position as set forth herein.

 

3.             Compensation.

 

(a)           TheCompany agrees to pay or cause to be paid to the Executive during theEmployment Term a base salary at the initial monthly rate of Eight Thousand Dollars($8,000.00) commencing March 23, 2006 and continuing on the 23rdday of each of the following ten months (hereinafter referred to as the “BaseSalary”). Such Base Salary shall be payable in accordance with the Company’sstandard payroll schedule. Such rate of salary, or increased rate of salary, asthe case may be, shall be reviewed at least annually by the Company. Inthe event of the termination of this Agreement by the Company other than forCause (as defined in Section 8 below) prior to January 23, 2007,Executive will be entitled to the Base Salary through the term of thisAgreement.

 

(b)           ProvidedExecutive continues his employment with the Company through January 23, 2007and the conditions described in this subsection are achieved, Executive willbe entitled to receive a bonus in the amount of $100,000 (the “**Bonus**”). The Bonus will be conditioned upon achievement bythe Company of gross revenues equal to or exceeding $20,000,000 in fiscal year2006 with a gross profit margin of at least 20% (collectively, the “**Bonus Conditions**”). If either or both of the BonusConditions are missed by less than 20%, the Bonus will be prorated. Forexample, if gross revenues for 2006 are $19,500,000 and the gross profit marginexceeds 20%, the Bonus will be $97,500. If the Bonus Conditions are missed bymore than 20%, the Bonus will be determined by the Board of Directors in itsdiscretion. In the event this Agreement is terminated by the Company other thanfor Cause prior to January 23, 2007 and the Company achieves the grossrevenue and gross margin conditions described in this subparagraph, Executivewill be entitled to the Bonus as if the Executive would have completed the termof this Agreement.

 

(c)           Executivewill be entitled to receive options to purchase up to 1,000,000 shares of theCompany’s common stock under the terms of the Company’s 1999 Incentive StockOption Plan. Options to purchase 200,000 shares of the Company’s common stockwill be issued upon the full execution of this Agreement, and the balance willbe issued in twelve equal monthly installments commencing January 23, 2006and continuing on the twenty-third day of each of the succeeding eleven months.

 

4.             EmployeeBenefits. The Executive shall be entitled to participate in all employeebenefit plans, practices and programs maintained by the Company and madeavailable to employees generally including, without limitation, all pension,retirement, profit sharing, savings, medical, hospitalization, disability,dental, life or travel accident insurance benefit plans. The Executive’sparticipation in such plans, practices and programs shall be on the same basisand terms as are applicable to employees of the Company generally.

 

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5.             ExecutiveBenefits. The Executive shall be entitled to participate in all executivebenefit or incentive compensation plans now maintained or hereafter establishedby the Company for the purpose of providing compensation and/or benefits toexecutives of the Company and any supplemental retirement, salary continuation,stock option, deferred compensation, supplemental medical or life insurance orother bonus or incentive compensation plans. Unless otherwise provided herein,the Executive’s participation in such plans shall be on the same basis andterms as other similarly situated executives of the Company. No additionalcompensation provided under any of such plans shall be deemed to modify orotherwise affect the terms of this Agreement or any of the Executive’sentitlements hereunder.

 

6.             Reimbursementof Expenses. The Executive is authorized to incur expenses reasonably necessary(consistent with a policy to be established by the Company) to carry out hisduties under this Agreement. The Company will reimburse the Executive for allsuch expenses upon receipt of an itemized account of such expenditures, whichshall be in accordance with the usual practices of the Company and inaccordance with the annual budget prepared from time to time by the Company.

 

7.             Terminationof Employment. In the event of the death of the Executive or if theExecutive is permanently disabled or incapacitated and as a result thereof isand continues to be for a period of ninety (90) days unable to perform hisduties hereunder as determined by mutual agreement of the Executive and theCompany but if no such agreement is reached, as determined (i) by amutually selected Person who is an expert in the type of disability claimedwhose determination shall be final and binding or (ii) if no such Personis selected, by an arbitrator selected pursuant to the commercial arbitration rules ofthe American Arbitration Association the Executive or, in the event of theExecutive’s death, the Executive’s estate, shall be entitled to receive:

 

all amountsearned or accrued hereunder through the date of termination (the “TerminationDate”), but not paid as of the Termination Date, including

 

(i)            BaseSalary (reduced by the amount of payments received by Executive pursuant to theCompany’s disability insurance program, if any);

 

(ii)           reimbursementfor any and all monies advanced or expenses incurred in connection with theExecutive’s employment for reasonable and necessary expenses incurred by theExecutive on behalf of the Company for the period ending on the Termination Date;

 

(iii)          accruedand unpaid vacation pay;

 

(iv)          anybonuses or incentive compensation earned through the

 

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TerminationDate, or to which Executive is entitled in connection with his employmentthrough the Termination Date; and

 

(v)           anyprevious compensation which the Executive has previously deferred (includingany interest earned or credited thereon) (collectively, “Accrued Compensation”).

 

8.             Terminationfor Cause, Voluntary Termination or Buy-Sell Event. If the Executive’semployment is terminated by the Company for Cause (as herein defined), by theExecutive or as a result of the sale of his equity interests in the Company,the Executive shall be entitled to receive Accrued Compensation and all otherobligations of the Company under this Agreement shall cease. For purposes ofthis Agreement, the term “Cause” shall mean that the Employee shall have (i) committedany act of fraud, embezzlement or theft in connection with his dutieshereunder, (ii) committed any intentional act that has a material adverseimpact on the Company or its affiliates, (iii) engaged in any grossmisconduct, or (iv) breached in any material respect the materialprovisions of paragraph 9 or 1 0 of this Agreement.

 

9.             Non-Competition;Confidentiality.

 

(a)           Inthe event Executive is terminated for “Cause” or Executive voluntarilyterminates this Agreement, for a period expiring the later of two (2) yearsafter the termination of this Agreement, Executive shall not engage in any ofthe following activities:

 

(i)            Engagein Competitive Activities. Own, manage, operate, engage in, serve as anadvisor or consultant for, control, or otherwise participate in any businessthat is or shall be competitive with any of those business activities that haveconstituted part of the Company’s business at any time during the past 12months from the date hereof, nor shall Executive assist any Person that shallbe engaged in any such business activities, including making available anyinformation or funding to any such Person, or be involved as a stockholder,partner, member, guarantor, or other holder of an interest in any Personengaging in any such activities;

 

(ii)           SolicitEmployees. Solicit to employ any employee of the Company or any affiliatethereof while such Person is employed by any of them;

 

(iii)          Interferewith Contracts. Either on its own account or for any other Person, solicit,induce, attempt to induce with, or endeavor to cause any Person (includingwithout limitation any broker, customer, governmental authority, subcontractor,or supplier) to modify, amend, terminate, or otherwise alter any contract orarrangement that such Person has with the Company or any affiliate thereof withrespect to the business of the Company; and

 

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(iv)          AssistCompetitors. Make any statement or perform any act intended to advancean interest of any existing or prospective competitor of the Company, anyaffiliate thereof with respect to the business of the Company, or encourage anyother Person to make any such statement or to perform any such act.

 

(c)           Fora period expiring two (2) years after the termination of this Agreementfor any reason, Executive agrees to keep confidential any and all confidentialand non-public Company documents, trade secrets and other informationincluding, but not limited to, patent work, engineering drawings, productdesigns, research and development results, client lists, pricing strategy,product cost data, proprietary technical information, corporate policies andprocedures, and corporate marketing and financial plans and strategies. In theevent of the termination of Executive’s employment for any reason, alldocuments in Executive’s possession related to any of the items described inthis paragraph shall be returned to the Company.

 

(b)           Ifa court of competent jurisdiction determines that the provisions of thisParagraph 9 are partially or wholly inoperative, invalid or unenforceable in aparticular case because of their duration, geographical scope, restrictedactivity, or other parameter, such court may reform such duration,geographical scope, restricted activity or other parameter with respect to suchcase to permit enforcement of such reformed provision to the greatest extentallowable.

 

10.           CompanyProperty. Executive agrees that any and all development techniques or otherproducts or processes relating to the Company’s business which the Executive may create,make, discover, introduce or invent while retained by the Company hereunder,shall belong to and be the sole property of the Company. Executive agreespromptly and fully to disclose the same to the Company and to assign all rightsthereto to the Company immediately.

 

11 .          InjunctiveRelief. The Employee agrees that the remedy at law for any breach of the provisionsof Paragraphs 9 and 10 hereof will be inadequate and that the Company shall beentitled to injunctive relief in addition to any other remedy it may have.

 

12.           Survival.The parties hereby agree that the provisions of Paragraphs 6, 7, 8, 9, 10 and11 hereof and of this Paragraph 12 shall survive the termination of thisAgreement. Any compensation, bonuses and benefits that have been earned priorto the termination date of this Agreement in accordance with the provision ofthis Agreement or any compensation or benefit plan shall be payable or providedthereafter in accordance with the original terms for payment of suchcompensation or bonus or provision of such benefits in accordance with theprovision of this Agreement or any such compensation or benefit plan.

 

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13.           Successorsand Assigns.

 

(a)           ThisAgreement shall be binding upon and shall inure to the benefit of the Company,its successors and assigns and the Company shall require any successor orassign to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to perform itif no such succession or assignment had taken place. The term “Company” as usedherein shall include such successors and assigns. The term “successors andassigns” as used herein shall mean a corporation or other entity acquiring allor substantially all the assets and business of the Company (including thisAgreement) whether by operation of law or otherwise.

 

(b)           Neitherthis Agreement nor any right or interest hereunder shall be assignable ortransferable by the Executive, his beneficiaries or legal representatives,except by will or by the laws of descent and distribution. This Agreement shallinure to the benefit of and be enforceable by the Executive’s legal personalrepresentative.

 

14.           Notice.For the purposes of this Agreement, notices and all other communicationsprovided for in the Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or sent by certified mail, returnreceipt requested, postage prepaid, addressed to the respective addresses lastgiven by each party to the other, provided that all notices to the Company shallbe directed to the attention of the Board with a copy to the Secretary of theCompany. All notices and communications shall be deemed to have been receivedon the date of delivery thereof or on the third business day after the mailingthereof, except that notice of change of address shall be effective only uponreceipt.

 

15.           Non-exclusivityof Rights. Nothing in this Agreement shall prevent or limit the Executive’scontinuing or future participation in any benefit, bonus, incentive or otherplan or program provided by the Company or any of its subsidiaries and forwhich the Executive may qualify, nor shall anything herein limit or reducesuch rights as the Executive may have under any other agreements with theCompany or any of its subsidiaries. Amounts which are vested benefits or whichthe Executive is otherwise entitled to receive under any plan or program of theCompany or any of its subsidiaries shall be payable in accordance with suchplan or program, except as explicitly modified by this Agreement.

 

16.           Miscellaneous.No provision of this Agreement may be modified, waived or dischargedunless such wavier, modification or discharge is agreed to in writing andsigned by the Executive and the Company after authorization of the Board. Nowaiver by either party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime. No agreement or representation, oral or otherwise, express or implied,with respect to the subject matter hereof has been made by either party which isnot expressly set forth in this Agreement.

 

17.           Person.For purposes of this Agreement, “Person” shall mean any

 

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individual,partnership, limited liability company, corporation, joint venture, trust,business trust, cooperative or association or any foreign trust or foreignbusiness organization, and the heirs, executors, administrators, legalrepresentatives, successors, and assigns of such Person where the context sopermits or requires.

 

18.           GoverningLaw. This Agreement shall be governed by and construed and enforced inaccordance with the law of the State of New Jersey without giving effect to theconflict of law principles thereof.

 

19.           Severability.The provisions of this Agreement shall be deemed severable and the invalidityor unenforceability of any provision shall not affect the validity orenforceability of the other provisions hereof.

 

20.           EntireAgreement. This Agreement constitutes the entire agreement between theparties hereto and supersedes all prior agreements, if any, understandings andarrangements, oral or written, between the parties hereto with respect to thesubject matter hereof, including, without limitation, the Employment Agreementbetween the Company and Executive, dated March 6, 2002, and the Agreementbetween the Company and Executive, dated April 30, 2002, which are herebyterminated in their entirety.

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to beexecuted by its duly authorized officer and the Executive has executed this Agreementas of the day and year first above written.

 

 
|   | /s/ James S. Farrin |                 |
|--------|---------------------|----------------------|
|   | James S. Farrin     |
|   |                |
|   |                |
|   | WORLDWATER CORP.    |
|   |                |
|   |                |
|   | By:                 | /s/ Quentin T. Kelly |   |
|   |                | Quentin T. Kelly     |
|   |                | Title:  Chairman     |
|        |                     |                      |  |

 

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