Exhibit 10.9
EMPLOYMENT AGREEMENT
(Joseph Camaratta)
This Employment Agreement dated as of January 5, 2009 (this "Agreement") is made
by and between Power Medical Interventions, Inc., a Delaware corporation (the
"Company"), and Joseph Camaratta ("Executive").
BACKGROUND
The Company desires to employ Executive, and employee desires to be employed by
the Company in accordance with the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, the respective covenants and
commitments of the parties hereto set forth in this Agreement and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY OFFERS AND EXECUTIVE ACCEPTS EMPLOYMENT
AND AGREES TO PERFORM SERVICES FOR THE COMPANY, FOR THE PERIOD AND UPON THE
OTHER TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT.
2.
EMPLOYMENT TERM.
EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS
AGREEMENT SHALL BE FROM JANUARY 5, 2009 (THE "EFFECTIVE DATE"), THROUGH
DECEMBER 31, 2011, UNLESS EARLIER TERMINATED PURSUANT TO THE PROVISIONS OF
SECTION 9 BELOW.
IF EXECUTIVE'S EMPLOYMENT CONTINUES BEYOND DECEMBER 31, 2011,
SUCH EMPLOYMENT SHALL BE AT WILL, UNLESS AND TO THE EXTENT THIS AGREEMENT IS
EXTENDED OR RENEWED BY A WRITTEN AGREEMENT BETWEEN THE PARTIES.
3.
TITLE AND DUTIES; REPRESENTATIONS AND WARRANTIES.
3.1.
SERVICE WITH COMPANY.
COMPANY HEREBY EMPLOYS EXECUTIVE TO PERFORM
THOSE EXECUTIVE DUTIES AND SERVICES AS THE COMPANY SHALL FROM TIME TO TIME SET
FORTH, AND EXECUTIVE ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND
CONDITIONS HEREINAFTER SET FORTH.
EXECUTIVE SHALL SERVE AS THE SENIOR VICE
PRESIDENT, GLOBAL SALES AND MARKETING OF THE COMPANY AND SHALL REPORT TO THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY.
EXECUTIVE MAY ALSO SERVE AS AN OFFICER
OR DIRECTOR OF ONE OR MORE SUBSIDIARIES OF THE COMPANY; PROVIDED, HOWEVER, THAT
EXECUTIVE SHALL NOT BE ENTITLED TO ANY ADDITIONAL COMPENSATION FOR SERVING IN
SUCH ADDITIONAL CAPACITIES.
3.2.
PERFORMANCE OF DUTIES.
EXECUTIVE AGREES TO SERVE THE COMPANY
FAITHFULLY AND TO THE BEST OF HIS ABILITY AND TO DEVOTE HIS FULL TIME, ATTENTION
AND BEST EFFORTS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AFTER THE EFFECTIVE
DATE AND DURING THE TERM OF THIS AGREEMENT.
EXCEPT TO THE EXTENT THE
RESTRICTIONS CONTAINED IN SECTION 5 MAY APPLY, NOTHING IN THIS AGREEMENT SHALL
PROHIBIT EXECUTIVE FROM (I) MAKING AND MANAGING PASSIVE INVESTMENTS, AND
(II) ENGAGING IN RELIGIOUS, ACADEMIC, CHARITABLE OR OTHER COMMUNITY OR
NON-PROFIT ACTIVITIES, IN A MANNER, AND TO AN EXTENT, THAT WILL NOT INTERFERE
WITH HIS DUTIES TO THE COMPANY.
3.3.
COMPLIANCE WITH COMPANY POLICIES.
EXECUTIVE AGREES THAT IN THE
RENDERING OF ALL SERVICES TO THE COMPANY AND IN ALL ASPECTS OF EMPLOYMENT
HEREUNDER, HE SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL DIRECTIVES,
POLICIES, STANDARDS AND REGULATIONS FROM TIME TO TIME ESTABLISHED BY THE
COMPANY, INCLUDING WITHOUT LIMITATION SECTION 104 OF COMPANY'S EMPLOYMENT
POLICIES AND PROCEDURES MANUAL, TO THE EXTENT THEY ARE NOT IN CONFLICT WITH THIS
AGREEMENT.
3.4.
OTHER OBLIGATIONS.
(A)
BETWEEN EXECUTIVE AND THIRD PARTIES.
EXECUTIVE HEREBY REPRESENTS,
WARRANTS