VP of Corporate Development Employment Agreement

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EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 6th day of March, 2008, between Michael J. Dodak ("Executive") and NP Capital Corp., a Delaware corporation (the "Company").



WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the Company upon the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the promises and mutual agreements hereafter set forth, and upon the terms and conditions contained in this Agreement, Executive and the Company hereby agree as follows:



1. Certain Definitions .



"Business of the Company" shall at any time mean any line of business then engaged in, or planned to be engaged in by the Company or any of its affiliates and subsidiaries.



"Common Stock" shall mean the common stock of the Company.



"Competing Enterprise" shall at any time mean any person, firm, corporation or other individual or entity that is engaged, directly or indirectly, wholly or in part, in any line of business then engaged in, or then planned to be engaged in, by the Company or any of its affiliates and subsidiaries.



"Corporate Transaction" shall mean (A) any merger or consolidation of the Company with another entity, whether or not the Company is the continuing or surviving entity, in which fifty-one percent (51%) or more of the Company's voting capital stock is transferred to holders different from persons or their affiliates who held the stock immediately prior to such transaction or (B) any sale of all or substantially all of the Company's assets to another entity or person of which fifty-one percent (51%) or more of the capital stock is held by holders different from persons or their affiliates who hold voting capital stock of the Company.



All other capitalized terms used herein are defined in other provisions of this Agreement.



2. Duties .



2.1 Capacity .




(a) Executive shall serve as VP of Corporate Development of the Company reporting to the Board of Directors and shall perform such customary, appropriate and reasonable executive duties as are usually performed by a Vice President of Corporate Development or as may be delegated to him from time to time by the CEO .and or the Board of Directors Executive shall principally perform his duties hereunder at the executive offices of the Company in Jacksonville, Florida on a part-time basis. Executive shall serve in the same employee position set forth in this Section 2.1 to the extent set forth in this Section 2.1 of any successor entity or holding company resulting from a reorganization of the Company other than a Corporate Transaction. Such obligation does not apply to Executive's status as a Director of the Company.







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3. Cash Compensation and Benefits .



3.1 Salary .




Executive shall be paid an annual base salary of One Hundred Twenty Thousand Dollars ($120,000.00) ("Base Compensation"), payable in accordance with the Company's general payroll practices commencing January 1, 2008 (the "Effective Date. Such base salary shall be subject to increase from time to time in the sole discretion of the CEO and Board of Directors, or if established the Compensation Committee thereof) based on Executive's performance and that of the Company. However, the Executives annual base salary shall increase to One Hundred Fifty Thousand Dollars ($150,000) upon receipt by the Company of One Million Dollars ($1,000,000) from the sale of stock beginning December 1, 2007.



3.2 Annual Bonus .




Commencing with the Company's 2008 fiscal year and for each fiscal year of the Company thereafter during the Term, the Executive shall be eligible to receive, in addition to his Base Compensation, an annual bonus, to be determined and awarded in the sole discretion of the Board (or compensation committee thereof), payable within sixty (60) days of the end of each such fiscal year (the "Annual Bonus"). The schedule as approved by the Board of Directors and the CEO for 2008 is attached as Exhibit B



3.3 Benefits.




In addition to the Base Compensation and any Annual Bonus, Executive shall further be entitled to participate in any employee benefits programs offered generally from time to time to senior management employees of the Company to the extent Executive qualifies for participation under such programs



3.4 Business Expenses .




The Company shall pay the reasonable and necessary business expenses incurred by Executive in performing his duties hereunder in accordance with such policies regarding employee expenses generally as the Company may have in effect from time to time.







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3.5 Vacation and Holidays .




Executive shall be entitled to fully paid vacation time of eight (8) weeks per calendar year. In addition, Executive shall be entitled to all holidays provided under the Company's regular holiday schedule.



3.6 Severance Compensation .




(a) If Executive's employment with the Company is terminated by the Company without Cause at any time prior to January 1, 2013, Executive shall receive from the Company severance pay in an amount equal to the greater of his then-current Base Compensation in effect at the time of such termination through either December 31, 2012 or eighteen (18) months from the date of notice, whichever is greater, in a lump sum payable no later than the termination date. and (ii) all unpaid benefits such as accrued vacation, and (iii) all outstanding expenses, (iv) any declared but unpaid Annual Bonus, and any and all unvested options or stock shall become fully vested. If Executive's employment with the Company is terminated by the Company by virtue of the expiration of this Agreement on December 31, 2012, Executive shall be entitled to continue to receive from the Company severance pay in an amount equal to the greater of his then-current Base Compensation in effect at the time of such termination through December 31, 2013 in accordance with the Company's general payroll practices; and (ii) any declared but unpaid Annual Bonus. In the event of a Corporate Transaction, the amount of severance pay will be equal to his then current Base Compensation for twenty four (24) months plus any annual bonus due plus all PTO time in a lump sum payable no later than the closing date of the Corporate Transaction. Additionally, the Company will continue to pay the premiums for Executive's health benefits and life insurance for twenty four months.



(b) During any period in which Executive is receiving severance compensation pursuant to subsection (a) of this Section 3.6, the Company shall use reasonable efforts to obtain reasonably and to pay for comparable medical, life and disability insurance and other benefits on the same terms and conditions and to the same extent as theretofore provided by the Company to Executive prior to the effective date of the termination of his employment.



3.7 Compensation Upon a Corporate Transaction .




If Executive is terminated without Cause (whether as an employee or as a consultant) within a twelve (12) month period following the consummation of a Corporate Transaction (i) Executive's right to receive any earned but unpaid Annual Bonus shall immediately vest, but not less than a pro rata amount of the immediately preceding year's Annual Bonus if no Annual Bonus shall have been earned for the then current year, (ii) the Company or its successor in interest shall use reasonable efforts to obtain reasonably comparable medical, life and disability insurance and other benefits on the same terms and conditions and to the same extent as immediately theretofore provided by the Company to Executive prior to the consummation of the Corporate Transaction for a period of two (2) years following such termination and (iii) all severance compensation provided for in Section 3.6 will be due and payable at time of termination.







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3.8 Coverage by D&O Insurance .




It is the intent of the Company to purchase Directors and Officers Liability insurance policy, and the Executive will be covered under this polity when it becomes available and the Executive will be indemnified by NP Capital Corp for all activities carried out as an employee and / or agent and/or consultant of NP Capital Corp and / or its subsidiaries.



3.9 Stock Options .




Executive will be eligible for the NP Capital Corp Executive Team Stock Option and Incentive plan as approved by the Board of Directors. The plan for 2008 is attached hereto as Exhibit A of this Agreement..



a. Options are redeemable up to 90 days following the later of termination or the end of the severance period




b. Any unvested options automatically vest and are transferred into shares of NP Capital Corp. in the event that there is a change in control (sale or otherwise of more than 51% of the shares or assets of the Company) of NP Capital Corp and/or inventory assets, the technology assets or manufacturing lines or power transaction functions of NP Capital Corp




4. Conversion to Consulting Agreement



The Executive may select to become a consultant to the Company rather than be an employee. The Executive must provide the Company with a 60 day notice after which the Executive will become a consultant to the Company for the remaining term as stated in Item 7 of this Agreement. The Executive will report to the then C.E.O. and will perform agreed upon services on a part-tim ...