SEC Info - Force Protection Inc - ‘10-K’ for 12/31/07

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Force Protection Inc – ‘10-K’ for 12/31/07 – EX-10.6

On: Monday, 9/15/08, at 3:19pm ET · For: 12/31/07 · Accession #: 1047469-8-10069 · File #: 1-33253

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/15/08  Force Protection Inc              10-K       12/31/07   31:5.6M                                   Merrill Corp/New/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.60M 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML     25K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     26K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     16K 
 5: EX-10.1     Material Contract                                   HTML    124K 
 8: EX-10.11    Material Contract                                   HTML     24K 
 9: EX-10.18    Material Contract                                   HTML    710K 
10: EX-10.40    Material Contract                                   HTML     21K 
11: EX-10.52    Material Contract                                   HTML    113K 
12: EX-10.56    Material Contract                                   HTML     34K 
13: EX-10.57    Material Contract                                   HTML    755K 
14: EX-10.58    Material Contract                                   HTML     26K 
15: EX-10.59    Material Contract                                   HTML     24K 
 6: EX-10.6     Material Contract                                   HTML     28K 
16: EX-10.60    Material Contract                                   HTML     25K 
17: EX-10.61    Material Contract                                   HTML     21K 
18: EX-10.63    Material Contract                                   HTML     23K 
19: EX-10.64    Material Contract                                   HTML     17K 
20: EX-10.65    Material Contract                                   HTML    226K 
21: EX-10.66    Material Contract                                   HTML    115K 
22: EX-10.78    Material Contract                                   HTML     70K 
23: EX-10.79    Material Contract                                   HTML    150K 
24: EX-10.81    Material Contract                                   HTML     22K 
 7: EX-10.9     Material Contract                                   HTML     16K 
25: EX-14       Code of Ethics                                      HTML    214K 
26: EX-21.1     Subsidiaries of the Registrant                      HTML     13K 
27: EX-23.1     Consent of Experts or Counsel                       HTML     15K 
28: EX-23.2     Consent of Experts or Counsel                       HTML     13K 
29: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     18K 
30: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     18K 
31: EX-32.1     Exhibt 32.1                                         HTML     15K

EX-10.6 — Material Contract
Exhibit Table of Contents

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			Alternative Formats (Word, et al.) Exhibit 10.6 QuickLinks Scope of Duties General Counsel
1	1st Page - Filing Submission
"	Exhibit 10.6
"	Scope of Duties General Counsel
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Exhibit 10.6


FORCE PROTECTION, INC. 9801 Highway 78, Bldg #3 Ladson, SC 29456			Tel (843) 740-7015 Fax (843) 740-1973 www.forceprotection.net

November 15, 2004

To:: R. Scott Ervin
4606 Horseshoe Bend
Austin Texas 78731
Re:: Employment Letter

Dear Scott:

I am pleased to confirm your employment as part of the Force Protection management team on the following terms:


Title:		General Counsel (Vice President Legal). Scope of duties attached.
Compensation:
	Salary:	$118,000 per year, paid bi-weekly (based on an alternating work schedule of three weeks on and one week off, i.e., 75% of full time.)
	Benefits:	Health insurance and other benefits according to the Company's standard benefits package in effect from time-to-time.
	Other:	Relocation Expense of $15,000 500,000 common shares + 4 Series "C" Performance Bonus at the discretion of the Board of Directors Eligible for Company Stock Incentive program
Start Date:		Aug. 9, 2004

Employment Terms:

Your position will be with Force Protection, Inc. (jointly with its subsidiary Technical Solutions Group, Inc. referred to as the "Company") and you will have a primary office at the Company's facility in Ladson, South Carolina, it being understood and agreed that you will have also have the discretion to perform your duties from your office in Austin Texas.

In consideration of your employment, you agree to the following:

•: You agree to be bound by and comply with the provisions of the Company Employee Handbook (as amended from time to time) and our Code of Ethics & Conduct.
•: You agree at all times to protect the Company's best interests and to perform your duties in a diligent and professional manner. You owe a duty of loyalty to the Company and agree not to work for any third parties without the Company's express approval.
•: You agree to treat all Company information and trade secrets as confidential, and agree not to use for your own purposes or disclose such information to outside third parties.
•: You agree that work you perform for the Company shall be "work for hire" and that the Company shall own all the results of your work, including all intellectual property rights arising out of or from such work.

•: You agree to execute such additional documents as the Company may require from time to time in connection with any of the foregoing matters or as part of the Company's standard policies & procedures, including our "Non-Disclosure Agreement." You acknowledge that such agreements shall be deemed to be a part of your employment agreement, and that the conditions of such agreements may bind you beyond the period of your employment.
•: You understand and agree that this employment agreement is "at will," and can be terminated by you or the Company at any time and for any reason without payment of severance compensation or other termination damages.
•: You agree that this agreement may be transferred by the Company in connection with any merger, acquisition, reorganization or restructuring and that it is subject to the jurisdiction and laws of the State of South Carolina.

We are extremely pleased to confirm this offer and look forward to your contribution to our Company. If the foregoing is acceptable to you, I would ask that you kindly sign below and return a copy of this letter to me.

Regards,

Sincerely yours,


/s/ *GALE AGUILAR* Force Protection, Inc.	*Accepted and Agreed:*
	By:	/s/ *R. SCOTT ERVIN*
	Name: R. Scott Ervin

Scope of Duties
General Counsel

The General Counsel shall report to the Board of Directors and the CEO.

The scope of duties for your position shall include managing the Company's legal affairs (and those of its affiliates and subsidiaries), including:

•: Acting as the Company's primary legal counsel, with responsibility generally to oversee all legal matters to ensure their proper handling and resolution, and in connection therewith to develop and manage the Company's legal department.
•: Providing information to the Company's officers and employees in response to general inquiries regarding the Company's legal matters. For the avoidance of doubt, such duty in these regards is to act on behalf of the Company and not on behalf of any director, officer or employee personally. The General Counsel shall not render advice to any director, officer or employee in connection with any personal matter or in connection with any matter contrary to the Company's interests.
•: Providing advice and assistance in connection with the Company's routine legal matters such as reviewing and/or drafting contracts and other legal documents and providing legal support to business negotiations and transactions.
•: Providing corporate "housekeeping" services to the Company and its subsidiaries as the Corporate Secretary, maintaining Minutes of Meetings, Resolutions and other corporate "books," and filing such corporate documents as may be necessary to maintain the Company in good standing and in compliance with applicable corporate regulations.
•: Overseeing and managing legal claims and proceedings involving the Company, carrying out such investigation as may be necessary to assess their validity and the Company's potential liability, and making recommendations regarding the prosecution, defense, settlement or other disposition of them. If appropriate, the General Counsel may represent the Company directly in such matters.
•: Coordinating the activities of the Company's outside legal counsel, including litigation counsel, securities counsel and local South Carolina counsel. In this capacity the General Counsel shall undertake to ensure the efficient use of outside counsel, directing their work efforts, monitoring their performance and reviewing their billings.
•: Undertaking to develop and implement policies to ensure compliance by the Company and its directors, officers and employees with all applicable laws and regulations, including for example, SEC rules relating to stock purchases and sales and federal and state employment regulations.
•: Providing advice and assistance to the CEO as follows:

Counsel & Assist the CEO

Protection of Shareholder Interests

Protection of Company Assets

Protection of Management ("Compliance")

•: Providing advice and assistance to the CFO as follows:

Counsel & Assist the CFO

Contracting Support

Liability Management

Labor Relations

Code of Conduct & Ethics

•: Providing such other legal services as the Company may request from time to time.

QuickLinks

Exhibit 10.6

Scope of Duties General Counsel

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	9/15/08	8-K
For Period End:	12/31/07	NT 10-K
	11/15/04	10QSB
	8/9/04
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/09  SEC                               UPLOAD¶    10/05/17    1:29K  Force Protection Inc.
 2/02/09  SEC                               UPLOAD¶    10/05/17    1:40K  Force Protection Inc.
12/23/08  SEC                               UPLOAD¶    10/05/17    1:43K  Force Protection Inc.

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Filing Submission 0001047469-08-010069 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Force Protection Inc – ‘10-K’ for 12/31/07 – EX-10.6

On: Monday, 9/15/08, at 3:19pm ET · For: 12/31/07 · Accession #: 1047469-8-10069 · File #: 1-33253

Previous ‘10-K’: ‘10-K/A’ on 10/15/07 for 12/31/06 · Next: ‘10-K’ on 3/26/09 for 12/31/08 · Latest: ‘10-K/A’ on 3/16/12 for 12/31/10 · 3 References: By: SEC – ‘UPLOAD’ on 2/12/09 By: SEC – ‘UPLOAD’ on 2/2/09 By: SEC – ‘UPLOAD’ on 12/23/08

Annual Report — Form 10-KFiling Table of Contents

EX-10.6 — Material ContractExhibit Table of Contents

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

Previous ‘10-K’: ‘10-K/A’ on 10/15/07 for 12/31/06 · Next: ‘10-K’ on 3/26/09 for 12/31/08 · Latest: ‘10-K/A’ on 3/16/12 for 12/31/10 · 3 References:

Annual Report — Form 10-K
Filing Table of Contents

EX-10.6 — Material Contract
Exhibit Table of Contents