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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/13 Neonode Inc. 10-K 12/31/12 89:10M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 980K 2: EX-10.4 Form of Common Stock Purchase Warrant Dated HTML 79K October 15, 2010 3: EX-10.5 Employment Agreement With David W. Brunton, Dated HTML 54K July 1, 2010 4: EX-10.8 Agreements Used in Connection With the 2006 Equity HTML 33K Incentive Plan 5: EX-21.1 Subsidiaries of the Registrant HTML 24K 6: EX-23.1 Consent of Independent Registered Public HTML 25K Accounting Firm 7: EX-31.1 Certification of Principal Executive Officer HTML 29K Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 8: EX-31.2 Certification of Principal Financial Officer HTML 29K Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 9: EX-32.1 Certifications Pursuant to 18 U.S.C. Section 1350, HTML 25K as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 61: R1 Document and Entity Information HTML 52K 47: R2 Consolidated Balance Sheets HTML 110K 58: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K 63: R4 Consolidated Statements of Operations HTML 85K 82: R5 Consolidated Statements of Comprehensive Loss HTML 43K 49: R6 Consolidated Statements of Stockholders' Equity HTML 122K (Deficit) 57: R7 Consolidated Statements of Cash Flows HTML 138K 43: R8 Nature of the business and operations HTML 31K 33: R9 Summary of Significant Accounting Policies HTML 83K 83: R10 Prepaid Expenses and Other Current Assets HTML 36K 65: R11 Property and Equipment HTML 37K 64: R12 Accrued Expenses HTML 34K 70: R13 Convertible Debt HTML 55K 71: R14 Fair Value Measurements HTML 61K 68: R15 Deferred Revenue HTML 29K 72: R16 Stockholders' Equity HTML 84K 60: R17 Stock-Based Compensation HTML 205K 62: R18 Commitments and Contingencies HTML 42K 67: R19 Segment Information HTML 65K 89: R20 Income Taxes HTML 142K 78: R21 Employee Benefit Plans HTML 27K 53: R22 Net Loss Per Share HTML 47K 66: R23 Related Party Transactions HTML 35K 55: R24 Subsequent Events HTML 30K 25: R25 Summary of Significant Accounting Policies HTML 168K (Policies) 79: R26 Summary of Significant Accounting Policies HTML 27K (Tables) 86: R27 Prepaid Expenses and Other Current Assets (Tables) HTML 35K 38: R28 Property and Equipment (Tables) HTML 28K 37: R29 Accrued Expenses (Tables) HTML 32K 41: R30 Fair Value Measurements (Tables) HTML 50K 42: R31 Stockholders' Equity (Tables) HTML 37K 44: R32 Stock-Based Compensation (Tables) HTML 176K 22: R33 Commitments and Contingencies (Tables) HTML 30K 76: R34 Segment Information (Tables) HTML 57K 51: R35 Income Taxes (Tables) HTML 138K 54: R36 Net Loss Per Share (Tables) HTML 41K 28: R37 Nature of the business and operations (Details) HTML 30K 88: R38 Summary of Significant Accounting Policies HTML 27K (Details) 16: R39 Summary of Significant Accounting Policies HTML 78K (Details Textual) 45: R40 Prepaid Expenses and Other Current Assets HTML 43K (Details) 81: R41 Property and Equipment (Details) HTML 35K 27: R42 Property and Equipment (Details 1) HTML 26K 36: R43 Accrued Expenses (Details) HTML 33K 40: R44 Convertible Debt (Details) HTML 213K 48: R45 Fair Value Measurements (Details) HTML 35K 21: R46 Fair Value Measurements (Details 1) HTML 37K 32: R47 Deferred Revenue (Details) HTML 31K 18: R48 Stockholders' Equity (Details) HTML 34K 80: R49 Stockholders' Equity (Details Textual) HTML 237K 26: R50 Stock-Based Compensation (Details) HTML 54K 77: R51 Stock-Based Compensation (Details 1) HTML 62K 29: R52 Stock-Based Compensation (Details 2) HTML 38K 46: R53 Stock-Based Compensation (Details 3) HTML 34K 17: R54 Stock-Based Compensation (Details 4) HTML 58K 20: R55 Stock-Based Compensation (Details 5) HTML 59K 39: R56 Stock-Based Compensation (Details Textual) HTML 313K 23: R57 Commitments and Contingencies (Details) HTML 39K 84: R58 Commitments and Contingencies (Details Textual) HTML 48K 50: R59 Segment Information (Details) HTML 32K 69: R60 Segment Information (Details Textual) HTML 25K 31: R61 Income Taxes (Details) HTML 32K 34: R62 Income Taxes (Details 1) HTML 66K 75: R63 Income Taxes (Details 2) HTML 48K 73: R64 Income Taxes (Details 3) HTML 47K 52: R65 Income Taxes (Details 4) HTML 42K 74: R66 Income Taxes (Details Textual) HTML 53K 30: R67 Employee Benefit Plans (Details) HTML 31K 56: R68 Net Loss Per Share (Details) HTML 40K 85: R69 Net Loss Per Share (Details Textual) HTML 33K 19: R70 Related Party Transactions (Details) HTML 81K 24: R71 Subsequent Events (Details) HTML 35K 87: XML IDEA XML File -- Filing Summary XML 129K 35: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.73M 10: EX-101.INS XBRL Instance -- neond-20121231 XML 2.32M 12: EX-101.CAL XBRL Calculations -- neond-20121231_cal XML 132K 13: EX-101.DEF XBRL Definitions -- neond-20121231_def XML 679K 14: EX-101.LAB XBRL Labels -- neond-20121231_lab XML 1.68M 15: EX-101.PRE XBRL Presentations -- neond-20121231_pre XML 1.11M 11: EX-101.SCH XBRL Schema -- neond-20121231 XSD 269K 59: ZIP XBRL Zipped Folder -- 0001213900-13-001080-xbrl Zip 193K
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(a)
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Subject to the terms and conditions set forth in this Agreement, the Company hereby employs the Employee as Chief Financial Officer.
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(b)
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During the employment, the Employee shall, for the benefit of the company, use his skills, knowledge and specialized training to perform the duties and exercise the powers, function and discretions incident to the position which, from time to time may be assigned or vested in him. The Employee reports to the Chief Executive Officer and the Board of Directors.
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(c)
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During the employment, the Employees shall always protect the interest of the Company. The Employee may therefore not, without written approval from the Board of Director, directly or indirectly, or through other, engage himself in business activities other than the Company's Business, hold other assignment of any significance, or otherwise conduct business which may have a negative influence on the Employee's work for the company.
The Company's "Business" in this Agreement refers to what the Company does or has done and the Company's tangible plans to enter into in the near future.
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(a)
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The Employee shall receive a fixed salary of $13,000 gross permonth. Payment is to be made via the normal payroll.
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(b)
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In addition to the fixed salary the Employee shall receive 0.75% of any fund raising in the form of cash or stock at the Boards discretion. This does not include the exercise of Options or Warrants.
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(c)
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The Employee hereby acknowledges that he may be required to work beyond standard working hours in order to perform his duties hereunder and may be required to travel from time to time in connection with the performance of such duties. The Employee shall not be entitled to compensation for overtime or extra hours worked in performance of his duties hereunder unless otherwise required by law.
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(d)
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In addition to the compensation described in this Agreement, the Employee shall be entitled to reimbursement by the Company for all actual, reasonable and direct expenses incurred by him in the performance of his duties hereunder consistent with the Company's policies and practices, provided such expenses were incurred and documented in accordance with the expense reimbursement policies and procedures established by the Company.
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(a)
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The Employee shall be entitled to 30 days vacation per year, in addition to the recognized U.S. holidays.
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(a)
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The Employee agrees to observe complete confidentiality with respect to the Company's business. The Employee Thus agrees not to, for the duration of his employment or at anytime thereafter, reveal what has become known to him with respect to the Company, including, without limitation, the Company's and anySubsidiary's, customers, products, developmental programs, surveys, operational relationships, price setting or other business secrets or the like, and neither for his own or another's interest . make use of this information for any reason whatsoever.
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(b)
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Any inventions, utility models, improvements in production or work methods similar technical improvements related to the Company's "Business" made by the Employee during the employment shall be the property of the Company without the Company having to make special demands therefore, and without the Employee being entitled to additional enumeration therefore, besides what is stated in applicable law.
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(c)
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If the Employee has made an invention, product or other intellectual property as described in clause (b) above, the Employee shall promptly notify the Company accordingly. The notification shall be accompanied by sufficient information to enable the Company to assess the relevant invention, product or other intellectual property. Furthermore, the Employee shall do all things necessary, top assist the company in securing the tile to and the value of the said rights.
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(d)
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The Company has an exclusive right to and shall be entitled in all respects to dispose of such inventions, products and intellectual property, etc. as referred to above including inter alia by production, reproduction, sale, licensing, and the like. The Company may make use of this Agreement in connection with the registration and the like of the rights referred to.
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(e)
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Except as otherwise required by applicable law, both during the Employee's employment hereunder and after termination of his employment, with respect to any pending potential litigation or regulatory or administrative proceeding involving the Company or any subsidiary or any of their affiliates, other then any litigation or other proceeding in which the Employee is party-in-opposition (a "Proceeding"): (i) the Employee shall not communicate with anyone (other than the Employee's own attorneys and tax advisors), except to the extent necessary in the performance of the Employee's duties hereunder with respect to the facts or subject matter of the Proceeding, without giving prior notice to the Company, and (ii) in the event that any other party attempts
to obtain information or documents from the Employee with respect to matters possibly related to a Proceeding, the Employee shall promptly so notify the company.
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(f)
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Both during the Employee's employment hereunder and for one year after termination of his employment, the Company on its own behalf and on behalf of all Group Companies and the Employee each agree that he or it shall not in any communications with any customers or clients, tec. Of the Company or any Group Company or their affiliates, criticize, ridicule or make any statement which disparages or is derogatory of the other, or of Company's or any Group Company's officer, directors, agents or employees.
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(g)
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When the Employee leaves his employment in the company, he shall return all business documents of all types, whether they concern the Company's business with which he was entrusted, or those to which the Employee in any other fashion received access. With business documents naturally is included all copies, photocopies, notes, other materials or other collections or storage of information which the Employee created or allowed to be related in the performance of his duties. If either of the parties terminated the employment and the Employee is freed from his employment duties during the notice termination period, this section is applicable from the last working day.
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(a)
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Both during the Employee's employment hereunder and for 3 months after termination of his employment, the Employee shall not, directly or indirectly, engage, employ contract with, or subcontract to or with, or solicit the employment of the initiation of a commercial contracts with any person who is then or has been within six months prior thereto, an employee or "significant contractor" (as defined below) of the Company or any Group Company. For the avoidance of doubt the meaning of "significant contractor" in this section refers to a person who has provided on average more than 900 hours of work to the
Company pro-rated on an annual basis_
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(a)
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Both during the Employee's employment hereunder and for one year after termination of his employment, the Employee shall refrain from soliciting, encouraging or inducing or attempting to solicit, encourage or induce (directly or by assisting others) business from any Customer (as defined below), including actively sought prospective Customers, for purposes of providing products or services that are directly competitive with the products and services provided by the Company or Group Company or Customers to terminate or reduce any of their business relationships with the Company or any Group Company.
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(b)
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For the purposes of this section, "Customer" means any and all person, partnerships, association, firms, corporations, or other entities that have purchased nay of the Company's or Group Company's product or service within one year prior to the date of termination of the Employee's employment with the Company.
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(a)
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Both during the Employee's Employment hereunder and for on year after termination of his employment, the Employee shall not directly or indirectly invest in (other than to hold 2% or less o any class of securities of a public company) or otherwise provide financial assistance to any person or entity developing, selling or providing services sourced from, that are competitive with the Business of the Company or any Group Company, if one or more of the Company or any Group Company is also then still engaged in such Business (a "Competitor").
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(a)
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The Employee undertakes for a period of one year after the end of the employment not to be employed in a company or directly or indirectly be an owner in a company that competes with the Company and not in any way assist such company with advice or deeds or directly or indirectly prepare, start or conduct any business that would compete with the Company.
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(b)
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The non-competition prohibition does not apply in case the Company terminates the Employee's employment due to redundancy.
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(a)
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In case the Employee commits a breach against any of the regulation in clause 6, 7,8,9, and/or 10 above, the Employee shall for each breach, pay to the Company liquidation damages with an amount corresponding to six months base salary. Payment of liquidated damages shall not restrict the Company's right to apply other remedies according to the law.
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(a)
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This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes any prior agreements or understandings among the parties with respect to such subject matter. No amendment or waiver of this agreement or any provision hereof shall be effective unless in writing signed by both of the parties. The parties specifically agree that the terms of all prior agreement are superseded by this Agreement.
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