EXHIBIT 10.9 Statement re: Employment Contract by and between
the Registrant and Xxxxx Xxxxxxxxx
EMPLOYMENT AND NON-DISCLOSURE AGREEMENT
THIS EMPLOYMENT AND NON-DISCLOSURE AGREEMENT is made effective
as of this 28 day of JULY , 1997 , by and between PACIFIC
RESEARCH AND ENGINEERING CORPORATION ("Employer"), and XXXXX
XXXXXXXXX, an individual ("Employee"), with reference to the
following facts:
R E C I T A L S
WHEREAS the parties hereto wish to formalize the employment
relationship as more fully set forth herein;
WHEREAS, as a result of Employee's employment with Employer,
Employee will acquire knowledge of Employer's trade secrets,
including confidential information concerning product and service
marketing plans and strategy, customer needs and peculiarities,
and customer lists and detailed information regarding Employer's
technology incorporated in Employer's products and services (the
"Trade Secrets");
WHEREAS, Employer desires that Employee be employed as set
forth herein, such employment to become effective on the date first
set forth above; and
WHEREAS, Employee is willing to be employed by Employer as
described under the terms and conditions herein stated.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter contained, and for other good and valuable
consideration, it is hereby agreed by and between the parties
hereto as follows:
1. Employment, Services, and Duties. Employer hereby
employs Employee and Employee hereby agrees to perform the services
of Sales & Marketing Vice President with the duties consistent
therewith. Employee shall render her services to Employer by and
subject to the instructions and directions of Employer's Chief
Operating Officer to whom Employee shall directly report.
The Employee agrees to continue to devote all of her time,
attention, skill, and efforts to the performance of her duties
and responsibilities of the Company, and of any subsidiary or
subsidiaries of the Company, all under the supervision and
direction of their respective boards of directors, but nothing
in this Agreement shall preclude the Executive from devoting
reasonable periods required for:
(i) serving as a director or member of a committee of any
organization involving no conflict of interest with the interests
of the Company and with written consent of the Company, said
consent not to be unreasonably withheld;
(ii) engaging in professional organization and program
activities;
(iii) serving as a consultant in her area of expertise
to government industrial and academic panels; and
(iv) managing her personal investments or engaging in any
other noncompeting business provided that such activities do not
materially interfere with the regular performance of her duties
and responsibilities under this Agreement.
2. Term and Termination
2.1 Unless sooner terminated pursuant to Paragraph 2.2
hereof, Employee's employment shall commence on the date first set
forth above and shall continue for a period of twenty (20) months
unless extended by the mutual agreement of Employer and Employee
(the "Term").
2.2 Employee's employment shall terminate prior to the
expiration of the Term upon the happening of any of the following
events:
(a) Upon the death of Employee;
If the Employee dies during the term of her
employment hereunder, the Employee's legal representatives
shall be entitled to receive:
(i) her fixed compensation provided in
Section 3.1 hereof to the last day of the calendar month in which
the executive's death shall have occurred;
(ii) additional compensation for the year
in which her death took place, computed as provided in Section 3.1
hereof as determined by the Board of Directors; and
(iii) additional compensation or benefits
as provided in the provisions of any other plan in which the
Executive participates.
(b) Upon dissolution and termination of the
Employer;
(c) For cause by the Employer, that is to say
only:
(i) if Employee is convicted of (or pleads
nolo contendere to) or at any time prior to employment by Employer
has been convicted of (or pled nolo contendere to) a crime of
dishonesty or breach of trust or crime leading to incarceration
of more than ninety (90) days (including, without limitation,
embezzlement or theft from Employer) or the payment of a penalty
or fine of $10,000, or more;
(ii) upon a determination by Employer that
Employee has engaged in willful misconduct or neglect in the
performance of her duties under this Agreement or has refused or
failed to effectively perform the services which she has been
hired to perform, or has committed an act of fraud, theft or
dishonesty against Employer;
(iii) if Employee has materially breached any
of the terms of this Agreement or any other material legal obligation
to Employer including, without limitation, a breach of trust or
fiduciary duty involving Employer or a material violation of policies
or procedures of Employer and has not cured any such breach within
thirty (30) days after having been given written notice thereof by
Employer; or
(iv) Any determination of "cause" as used in
this Section 2.2(c) shall be made only in good faith by an
affirmative majority vote of the Board of Directors of the Employer;
(d) By mutual agreement between Employer and
Employee; or
(e) Without cause by Employer.
2.3 Except for the remaining obligations set forth in
Sections 4, 5, 6 and 7 herein, in the event that Employee's
employment is terminated pursuant to Sections 2.2(a), (b), (c)
or (d) herein, neither Employer nor Employee shall have any
remaining duties or obligations hereunder, except that,
(i) Employer shall pay to Employee, or her
representatives, on the date of termination of employment
("Termination Date"), such compensation as is due pursuant to
Section 3.1(a) herein, prorated through the Termination Date; and
(ii) Employer shall pay to Employee, or her
representatives, on the date of termination of employment
("Termination Date"), expense reimbursements and car allowances
due and owing to Employee as of the Termination Date.
(iii) Employee or her representatives shall
reimburse to Company on the date of termination of employment
("Termination Date"), the entire amount of the cash signing bonus
defined in section 3.1(i).
2.4 Except for the remaining obligations set forth
in Sections 4, 5, 6 and 7 herein, in the event that Employee's
employment is terminated pursuant to Section 2.2(e)(without cause),
neither Employer nor Employee shall have any remaining duties or
obligations hereunder, except that Employer shall pay to Employee,
or her representatives, on the Termination Date,
(i) all such compensation as is due pursuant
Section 3.1(a) through the Term;
(ii) whatever non-discretionary bonus or
incentive compensation is provided by any plan for the year of
termination, prorated through the Termination Date; and
(iii) expense reimbursements, if any, due and
owing to Employee as of the Termination Date.
2.5 There is no Section 2.5.
2.6 There is no Section 2.6.
2.7 This Agreement shall not be terminated by any:
(a) Merger, whether the Employer is or is not
the surviving corporation; or
(b) Transfer of all or substantially all of
the assets or capital stock of the Employer.
In the event of any such merger, transfer of
assets or capital stock, dissolution, liquidation, or consolidation,
the surviving corporation or transferee, as the case may be, shall
be bound by and shall have the benefits of this Agreement, and the
Employer shall take all action to ensure that such corporation or
transferee is bound by the provisions of this Agreement.
3. Compensation
3.1 As the total consideration for the services which
Employee agrees to render hereunder, Employee is entitled to the
following:
(a) A salary of One Hundred Fifteen Thousand
Dollars ($115,000.00) per year ("Salary"), payable in equal
installments biweekly on those days when Employer normally pays
its employees, said Salary to be subject to annual review;
(b) The Employee shall be entitled to a
vacation of three (3) weeks per full calendar year, during
which time, her compensation will be paid in full. The Employee
can "carry over" up to six (6) weeks vacation into succeeding
years. Payment for unused vacation upon termination will be made
in accordance with relevant state laws;
(c) Employer shall be entitled to participate
in Employee incentive stock options, such options to be determined
by the Board of Directors in their discretion.
(d) The Employee shall be a participant in, and
beneficiary of, any and all pension, profit sharing, life, dental,
medical, and other group benefit plans provided by the Company
during the term of this Agreement, assuming she qualifies for
coverage in these plans in accordance with provisions of law or
requirements of underwriters or third party plan sponsors.
(e) The Employee shall be provided with a car
allowance of $250 per month, unless modified or terminated by
mutual consent.
(f) The Employee shall be eligible for
participation in any supplemental executive retirement plan
adopted by the Company's Board of Directors during the term
of this Agreement.
(g) The Employee shall do whatever is
reasonably necessary in order to enable the Company to
maintain key man life insurance on her life with all benefits
payable to the Company. Upon a finally arbitrated or adjudicated
breach of this Agreement by a court pursuant to Section 17 herein
or board of competent jurisdiction by the Company, the Employee
shall have the right to cancel her key man life insurance policy
or rename the beneficiary upon the Employee's assuming the payment
of premiums from the Company.
(h) Such other benefits as the Board of Directors
of Employer, in its sole discretion, may from time to time provide.
(i) A one-time cash signing bonus of Thirty-Five
Thousand Dollars ($35,000) to be paid in five monthly installments
of Seven Thousand Dollars ($7,000), with the first payment due on
or before August 31, 1997, and all payments to be completed on or
before December 31, 1997.
3.2 Employer shall have the right to deduct from the
compensation due to Employee hereunder any and all sums required
for social security and withholding taxes and for any other federal,
state, or local tax or charge which may be in effect or hereafter
enacted or required as a charge on the compensation of Employee.
4. Non-Competition
(a) During the term of this Agreement, Employee shall
not, directly or indirectly, engage or participate in, prepare or
set up, assist or have any interest in any person, partnership,
corporation, firm, association, or other business organization,
entity or enterprise (whether as an employee, officer, director,
agent, security holder, creditor, consultant or otherwise) that
engages in any activity, which is the same as, similar to, or
competitive with any activity now engaged in by Employer or in
any way relating to the business currently conducted by Employer
in those geographic areas where Employer conducts its business.
(b) Nothing contained in this Agreement shall be
deemed to preclude Employee from purchasing or owning, directly
or beneficially, as a passive investment, one percent (1%) or
less of any class of a publicly traded security of any entity,
if she does not actively participate in or control, directly or
indirectly, any investment or other decisions with respect to
such entity.
(c) The Employee agrees that during the term of her
employment, and during a further period of two (2) years after
leaving the employ of the Company, whether upon the expiration
of this contract or otherwise, she will not directly or indirectly,
for her own benefit, or on behalf of others, compete, or be an
officer, director, employee or controlling shareholder of the
capital stock or other equity interest of any corporation or other
entity which competes with any business conducted by the Company
during the term of her employment and at the date of such
termination. Any breach or threatened breach of any provision of
this Section shall entitle the Company to legal remedies including
but not limited to injunctive relief.
5. Confidentiality.
Employee shall keep all Trade Secrets confidential;
use Trade Secrets only in the course of her duties hereunder;
maintain in trust, as Employer's property, all documents concerning
Employer's business, including her own work papers of any kind
including telephone directories and notes, and any and all copies
thereof in her possession or under her control; and transfer to
Employer all documents that belong to Employer and any and all
copies that are in her possession or under her control when her
Employment terminates, or at any other time upon request by
Employer. Employee shall sign the attached Pacific Research and
Engineering Corporation Proprietary Information and Confidentiality
Agreement which by this reference is incorporated herein.
6. Return of Documents.
Upon leaving the employ of the Company, the Employee
shall not take with him, without written consent of an Employee
Officer of the Company, any manuals, records, drawings, blueprints,
data, tables, calculations, letters, documents, or any copy or
other reproduction thereof, or any other property or confidential
information, of or pertaining to the Company or any of its
subsidiaries. All of the foregoing shall be returned to the
Employee's immediate manager on or before the date of termination
of employment.
7. Injunctive Relief
Employee hereby acknowledges and agrees that it would
be difficult to fully compensate Employer for damages resulting
from the breach or threatened breach of Sections 4 and 5 herein
and, accordingly, that Employer shall be entitled to temporary
and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, to enforce such
Sections without the necessity of proving actual damages therewith.
This provision with respect to injunctive relief shall not, however,
diminish Employer's right to claim and recover damages or enforce
any other of its legal and/or equitable rights or defenses.
8. Severable Provisions
The provisions of this Agreement are severable and if
any one or more provisions may be determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially unenforceable provisions to the
extent enforceable, shall nevertheless be binding and enforceable.
9. Reference Provision
(a) Each controversy, dispute or claim between the
parties arising out of or relating to this Agreement, which
controversy, dispute or claim is not settled in writing within
thirty (30) days after the "Claim Date" (defined as the date on
which a party subject to the Agreement gives written notice to
the other that a controversy, dispute or claim exists), will be
settled by binding arbitration in San Diego, California in
accordance with the provisions of the American Arbitration
Association, which shall constitute the exclusive remedy for the
settlement of any controversy, dispute or claim, and the parties
waive their rights to initiate any legal proceedings against each
other in any court or jurisdiction other than the Superior Court
of Los Angeles (the "Court"). Any decision rendered by the
arbitrator and such arbitration will be final, binding and
conclusive and judgment shall be entered pursuant to
CCP Section 644 in any court in the State of California
having jurisdiction.
(b) Except as expressly set forth in this Agreement,
the arbitrator shall determine the manner in which the proceeding
is conducted, including the time and place of all hearings, the
order of presentation of evidence, and all other questions that
arise with respect to the course of the proceeding. All
proceedings and hearings conducted before the arbitrator, except
for trial, shall be conducted without a court reporter, except
that when any party so requests, a court reporter will be used
at any hearing conducted before the arbitrator. The party making
such a request shall have the obligation to arrange for any pay
for the court reporter. The costs of the court reporter shall be
borne equally by the parties.
(c) The arbitrator shall be required to determine
all issues in accordance with existing case law and the statutory
laws of the State of California. The rules of evidence applicable
to proceedings at law in the State of California will be applicable
to the reference proceeding. The arbitrator shall be empowered to
enter equitable as well as legal relief, to provide all temporary
and/or provisional remedies and to enter equitable orders that will
be binding upon the parties. The arbitrator shall issue a single
judgement at the close of the proceeding which shall dispose of all
of the claims of the parties that are the subject of the proceeding.
The parties hereto expressly reserve the right to contest or appeal
from the final judgment or any appealable order or appealable
judgement entered by the arbitrator. The parties hereto expressly
reserve the right to findings of fact, conclusions of law, a written
statement of decision, and the right to move for a new trial or a
different judgment, which new trial, if granted, is also to be a
proceeding governed under this provision.
10. Binding Agreement
This Agreement shall inure to the benefit of and shall be
binding upon Employer, its successors and assigns.
11. Captions
The Section captions are inserted only as a matter of
convenience and reference and in no way define, limit or describe
the scope of this Agreement or the intent of any provisions hereof.
12. Entire Agreement
This Agreement contains the entire agreement of the
parties relating to the subject matter hereof, and the parties
hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement that are not
set forth otherwise herein. This Agreement supersedes any and
all prior agreements, written or oral, between Employee and
Employer and its affiliates. No modification of this Agreement
shall be valid unless made in writing and signed by the parties
hereto and unless such writing is made by an executive officer
of Employer. The parties hereto agree that in no event shall an
oral modification of this Agreement be enforceable or valid.
13. Governing Law
This Agreement shall be governed and construed in
accordance with the laws of the State of California.
14. Notices
All notices and other communications under
this Agreement shall be in writing (including, without
limitation, telegraphic, telex, telecopy or cable
communication) and mailed, telegraphed, telexed, telecopied,
cabled or delivered by hand or by a nationally recognized
courier service guaranteeing overnight delivery to a party
at the following address (or to such other address as such
party may have specified by notice given to the other party
pursuant to this provision):
If to the Employer, to:
Xxxxxxx Xxxxx, Vice President & C.O.O.
Pacific Research and Engineering Corporation
0000 Xxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Employee, to:
Xxxxx Xxxxxxxxx
000 X. Xxxxxxxxxx Xxxxxx, #000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, cabled or delivered, be
effective three days after deposit in the mails, delivered
to the telegraph company, confirmed by telex answerback,
telecopied with confirmation of receipt, delivered to the
cable company, delivered by hand to the addressee or one day
after delivery to the courier service.
15. Attorney's Fees
In the event that any party shall bring an action or
proceeding in connection with the performance, breach or
interpretation hereof, then the prevailing party in such action
as determined by the court or other body having jurisdiction
shall be entitled to recover from the losing party in such action,
as determined by the court or other body having jurisdiction, all
reasonable costs and expense of litigation or arbitration,
including reasonable attorney's fees, court costs, costs of
investigation and other costs reasonably related to such proceeding.
IN WITNESS WHEREOF, this Employment Agreement is executed as
of the day and year first above written.
"EMPLOYER"
PACIFIC RESEARCH AND ENGINEERING
CORPORATION
By:_/S/Xxxxxxx Dosch_
Name: Xxxxxxx Xxxxx
Title: Vice President & C.O.O.
"EMPLOYEE"
By:_/S/Xxxxx Dingethal_
Xxxxx Xxxxxxxxx
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
To: Pacific Research & Engineering Corporation
0000 Xxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
As of July 28, 1997
The undersigned, in consideration of and as a condition of
my employment or continued employment by you and/or by companies
which you own, control, or are affiliated with or their successors
in business (collectively, the "Company"), hereby agrees as follows:
1. Confidentiality.
I agree to keep confidential, except as the Company may
otherwise consent in writing, and, except for the Company's
benefit, not to disclose or make any use of at any time either
during or subsequent to my employment, any Inventions
(as hereinafter defined), trade secrets and confidential
information, knowledge, data or other information of the
Company relating to products, processes, know-how, techniques,
methods, designs, formulas, test data, customer lists, business
plans, marketing plans and strategies, pricing strategies, or
other subject matter pertaining to any business of the Company
or any of its affiliates, which I may produce, obtain, or
otherwise acquire during the course of my employment, except
as herein provided. I further agree not to deliver, reproduce
or in any way allow any such trade secrets and confidential
information, knowledge, data or other information, or any
documentation relating thereto, to be delivered to or used by
any third parties without specific direction or consent of a
duly authorized representative of the Company.
2. Conflicting Employment; Return of Confidential Material.
I agree that during my employment with the Company I will
not engage in any other employment, occupation, consulting or
other activity relating to the business in which the Company is
now or may hereafter become engaged, or which would otherwise
conflict with my obligations to the Company. In the event my
employment with the Company terminates for any reason whatsoever,
I agree to promptly surrender and deliver to the Company all
records, materials, equipment, drawings, computer disks, documents
and data of which I may obtain or produce during the course of my
employment, and I will not take with me any description containing
or pertaining to any confidential information, knowledge or data
of the Company which I may produce or obtain during the course of
my employment.
3. Assignment of Inventions.
3.1 I hereby acknowledge and agree that the Company is
the owner of all Inventions. In order to protect the Company's
rights to such Inventions, by executing this Agreement I hereby
irrevocably assign to the Company all my right, title and
interest in and to all Inventions to the Company.
3.2 For purposes of this Agreement, "Inventions" shall
mean all discoveries, processes, designs, methods, techniques,
technologies, devices, or improvements in any of the foregoing
or other ideas, whether or not patentable or copyrightable and
whether or not reduced to practice, made or conceived by me
(whether solely or jointly with others) during the period of
my employment with the Company which relate in any manner to
the actual or demonstrably anticipated business, work, or
research and development of the Company, or result from or are
suggested by any task assigned to me or any work performed by
me for or on behalf of the Company.
3.3 Any discovery, process, design, method, technique,
technology, device, or improvement in any of the foregoing or
other ideas, whether or not patentable or copyrightable and
whether or not reduced to practice, made or conceived by me
(whether solely or jointly with others) which I develop
entirely on my own time not using any of the Company's
equipment, supplies, facilities, or trade secret information
("Personal Invention") is excluded from this Agreement
provided such Personal Invention (i) does not relate to the
actual or demonstrably anticipated business, research and
development of the Company, and (ii) does not result, directly
or indirectly, from any work performed by me for or on behalf
of the Company.
4. Disclosure of Inventions.
I agree that in connection with any Invention, I will
promptly disclose such Invention to the Board of Directors
and the Executive Committee of the Company in order to permit
the Company to enforce its property rights to such Invention
in accordance with this Agreement. My disclosure shall be
received in confidence by the Company.
5. Patents and Copyrights; Execution of Documents.
5.1 Upon request, I agree to assist the Company or its
nominee (at its expense) during and at any time subsequent to
my employment in every reasonable way to obtain for its own
benefit patents and copyrights for Inventions in any and all
countries. Such patent and copyrights shall be and remain the
sole and exclusive property of the Company or its nominee. I
agree to perform such lawful acts as the Company deems to be
necessary to allow it to exercise all right, title and interest
in and to such patents and copyrights.
5.2 In connection with this Agreement, I agree to
execute, acknowledge and deliver to the Company or its nominee
upon request and at its expense all documents, including
assignments of title, patent or copyright applications,
assignments of such applications, assignments of patents or
copyrights upon issuance, as the Company may determine necessary
or desirable to protect the Company's or its nominee's interest
in Inventions, and/or to use in obtaining patents or copyrights
in any and all countries and to vest title thereto in the Company
or its nominee to any of the foregoing.
6. Maintenance of Records.
It is understood that all Personal Inventions, if any,
whether patented or unpatented, which I made prior to my
employment by the Company, are excluded from this Agreement.
To preclude any possible uncertainty, I have set forth on
Schedule A attached hereto a complete list of all of my prior
Personal Inventions, including numbers of all patents and patent
applications and a brief description of all unpatented Personal
Inventions which are not the property of a previous employer.
I represent and covenant that the list is complete and that, if
no items are on the list, I have no such prior Personal Inventions.
I agree to notify the Company in writing before I make any
disclosure or perform any work on behalf of the Company which
appears to threaten or conflict with proprietary rights I claim
in any Personal Invention. In the event of my failure to give
such notice, I agree that I will make no claim against the company
with respect to any such Personal Invention.
7. Other Obligations.
I acknowledge that the Company from time to time may have
agreements with other persons, companies, entities, the
U.S. Government or agencies thereof, which impose obligations
or restrictions on the Company regarding Inventions made during
the course of work thereunder or regarding the confidential
nature of such work. I agree to be bound by all such
obligations and restrictions and to take all action necessary
to discharge the Company's obligations.
8. Trade Secrets of Others.
I represent that my performance of all the terms of this
Agreement and as an employee of the Company does not and will
not breach any agreement to keep confidential proprietary
information, knowledge or data acquired by me in confidence or
in trust prior to my employment with the Company, and I will
not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to
any previous employer or others. I agree not to enter into any
agreement either written or oral in conflict herewith.
9. Modification.
I agree that any subsequent change or changes in my
employment duties, salary or compensation or, if applicable,
in any Employment Agreement between the Company and me, shall
not affect the validity or scope of this Agreement.
10. Arbitration.
Any dispute concerning this Agreement including, but not
limited to, its existence, validity, interpretation,
performance or non-performance, arising before or after
termination or expiration of this Agreement, shall be settled
by a single arbitrator in San Diego, California, in accordance
with the expedited procedures of the commercial rules then in
effect of the American Arbitration Association. Judgment upon
any award may be entered in the highest court, state or federal,
having jurisdiction. The cost of such arbitration shall be borne
equally between the parties thereto unless otherwise determined
by such arbitration panel.
11. Binding Effect.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives a
nd successors.
12. Interpretation.
IT IS THE INTENT OF THE PARTIES THAT in case any one or more
of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
MOREOVER, IT IS THE INTENT OF THE PARTIES THAT if any provision
of this Agreement is or becomes or is deemed invalid, illegal
or unenforceable or in case any one or more of the provisions
contained in this Agreement shall for any reason be held to be
excessively broad as to duration, geographical scope, activity
or subject, such provision shall be construed by amending,
limiting and/or reducing it to conform to applicable laws so as
to be valid and enforceable or, if it cannot be so amended
without materially altering the intention of the parties, it
shall be stricken and the remainder of this Agreement shall
remain in full force and effect.
13. Waivers.
No waiver of any right under this Agreement shall be deemed
effective unless contained in a writing signed by the party
charged with such waiver, and no waiver of any right arising
from any breach or failure to perform shall be deemed to be a
waiver of any future such right or of any other right arising
under this Agreement.
14. Entire Agreement; Modification.
This Agreement constitutes the entire agreement between the
Parties and supersedes any prior oral or written communications,
representations, understandings or agreements concerning the
subject matter hereof with the Company or any officer or
representative thereof. This Agreement may be amended, modified,
or certain provisions waived only by a written instrument signed
by the parties hereto, upon authorization of the Company's Board
of Directors.
15. Headings.
The headings of the Sections contained in this Agreement
are inserted for convenience and reference only and in no way
define, limit, extend or describe the scope of this Agreement,
the intent of any provisions hereof, and shall not be deemed to
constitute a part hereof nor to affect the meaning of this
Agreement in any way.
16. Counterparts.
This Agreement may be signed in two counterparts, each of
which shall be deemed an original and both of which shall
together constitute one agreement.
17. Governing Law.
This Agreement shall be governed and construed in accordance
with the laws of the State of California.
18. Notices.
All notices, requests, demands and communications which
are or may be required to be given hereunder shall be deemed
given if and when sent by registered or certified mail, return
receipt requested, postage prepaid, to the following addresses:
If to the Company: Pacific Research & Engineering Corporation
0000 Xxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxxx Xxxxxxx
Xxxx, Xxxx, Xxxx & Freidenrich
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to Employee: Xxxxx Xxxxxxxxx
000 X. Xxxxxxxxxx Xxxxxx, #000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
EMPLOYEE
Xxxxx Xxxxxxxxx
Accepted and Agreed:
PACIFIC RESEARCH & ENGINEERING CORPORATION
By:_/S/Xxxxxxx Dosch_
Xxxxxxx Xxxxx
Vice President & Chief Operating Officer
Duly Authorized
SCHEDULE A
LIST OF PRIOR INVENTIONS
OF
XXXXX XXXXXXXXX
Title Date Identifying Number or Brief Description
