EXECUTIVE EMPLOYMENT AGREEMENT
OF PETER ROSTON
This Executive Employment Agreement is entered into this 27th day of July 2004 and effective as of August 1, 2004, between Axion Power International, Inc., a Delaware corporation, having a place of business at 100 Caster Avenue, Vaughan, Ontario Canada (the "Company") and Peter Roston of Toronto, Ontario, Canada (the "Executive").
WHEREAS, the Company is engaged in research and development relating to a novel battery technology 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 long-term arrangements for the management of its business affairs; and
WHEREAS, the Company is desirous of retaining the Executive to serve as its Executive Vice President and Chief Financial 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. Executive Representations and Warranties. The Executive represents and warrants to the Company that he is free to accept employment hereunder and that he has no prior or 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 Executive Vice President and Chief Financial 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 Executive’s initial responsibilities shall include all of the duties and responsibilities of the Executive Vice President and Chief Financial 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.
(b) The Executive represents that his employment by the Company will not conflict with any obligations which he has to any other person, firm or entity. The Executive specifically represents that he has not brought to the Company (during the period before the signing of this Agreement) and he will not bring to the Company any materials or documents of a former or present employer, or any confidential information or property of any other person, firm or entity.