Executive Employment Agreement (2005)Full Document 

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This Executive Employment Agreement is entered into this 4th day of April 2005 and effective as of April 1, 2005, between Axion Power International, Inc., a Delaware corporation, having a place of business at 100 Caster Avenue, Vaughan, Ontario Canada (the “Company”) and Thomas Granville of Buffalo, New York, (the “Executive”).

WHEREAS, the Company is engaged in research and development relating to a novel technology for a supercapacitor/battery hybrid that replaces the lead-based negative electrode in a lead-acid battery with a highly permeable nanoporous carbon electrode; and

WHEREAS, the Company is desirous of making appropriate arrangements for the management of its business affairs; and

WHEREAS, the Company is desirous of retaining the Executive to serve as its Chief Executive Officer on the conditions set forth herein for the entire term of this Agreement, and

WHEREAS, in such capacity, the Executive will have access to all of the business methods and confidential information relating to the Company and its business activities including, but not limited to, its proprietary techniques and technologies, its operational and financial matters, its business and financial and development plans, its personnel training and development programs and its industry relationships.

NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Pre-existing Employment Agreement. The Company has been advised that (1) the Executive is subject to a long-term employment agreement with Gallagher Elevator Co., Buffalo, New York; and (2) Gallagher Elevator is willing to authorize the Executive to accept a position as the Company’s Chief Executive Officer for a maximum period of two years, but only on the condition that the Company reimburse Gallagher Elevator for the reasonable cost of hiring a suitable temporary replacement for the Executive. The Company further acknowledges that as a condition of this Agreement it will be required to pay the sum of $14,500 per month directly to Gallagher Elevator in satisfaction of the Executive’s ongoing obligations under his prior employment agreement. With the exception of his obligations to Gallagher Elevator, Executive represents and warrants to the Company that he is free to accept employment hereunder and that he has no other obligations or commitments of any kind to anyone that would in any way hinder or interfere with his acceptance of, or the full, uninhibited and faithful performance of this Agreement, or the exercise of his best efforts as an executive officer of the Company.

2. Employment and Duties. The Company shall employ the Executive as the Chief Executive Officer of the Company and its wholly owned subsidiary Axion Power Corporation, a Canadian Federal corporation, or in such other comparable executive capacity as the Board of Directors of the Company shall specify from time to time. The Executive shall be employed by and will work for the Company at Company's office in the Toronto Metropolitan Area. The
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Executive’s initial responsibilities shall include all of the duties and responsibilities of the Chief Executive Officer as described in the By-laws of the Company (as supplemented by a more detailed job description that will subsequently be negotiated between the Executive and the Board of Directors), as the same may be amended from time to time. In addition, the Executive shall, perform such other mutually agreeable functions and duties as the Board of Directors may entrust or delegate to him from time to time.

3. Conduct of Executive. During the entire Term of this Agreement, the Executive shall devote his full business time, effort, skill and attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests of the Company, and will discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. During the entire Term of this Agreement, the Executive shall agree to serve as a member of the Company’s Board of Directors if appointed to such position by the board of directors or elected to such position by the shareholders of the Company. In furtherance of the foregoing:

(a) The Executive understands and agrees that he owes the Company a fiduciary duty, without limiting any other obligations or requirements that are imposed on the Executive elsewhere in this Employment Agreement or by law. As such, the Executive shall occupy a position of and commit to the highest degree of trust, loyalty, honesty and good faith in all of his dealings with and on behalf of the Company.
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