Exhibit 10.30
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of December
15, 1998, between Image Guided Technologies, Inc., a Colorado corporation
(the "Company"), and Xxxxxxx X. Xxxxxx ("Xxxxxx").
In consideration of the mutual covenants and conditions set forth
herein, the parties hereby agree as follows:
1. EMPLOYMENT.
(a) The Company employs Xxxxxx to provide, on request,
support for financial matters, including banking and accounting
relationships, budgeting, acquisitions and mergers, divestitures, and
financial reporting and to perform such other services as the chief executive
officer of the Company shall designate from time to time.
(b) Xxxxxx hereby accepts such employment. Xxxxxx agrees
not to commit any act, nor make any statement, deleterious to the reputation
and goodwill of the Company.
2. TERM. The term of this Agreement shall commence on January 1,
1999, and end on June 30, 1999, unless sooner terminated as herein set forth.
3. COMPENSATION AND BENEFITS.
(a) For the performance of Xxxxxx'x duties hereunder, the
Company shall pay Xxxxxx $10,600 per month (payable twice monthly in amounts
of $5,300) during the term of this Agreement.
(b) Xxxxxx shall be entitled to such medical, disability and
life insurance coverage and such vacation, sick leave and holiday benefits,
if any, as are made available to the Company's top executive personnel, all
in accordance with the Company's benefits program in effect from time to
time. Any accrued but unpaid vacation pay due to Xxxxxx as of December 31,
1998, shall be paid to him on December 31, 1998.
(c) All compensation shall be subject to payroll deductions
and withholding as required by federal, state and local rules and regulations.
4. TERMINATION. The employment hereunder shall terminate if
Xxxxxx is discharged for cause. As used in this Agreement, the term "cause"
shall mean Xxxxxx is willfully engaged in misconduct which has a direct and
material adverse monetary affect on the Company.
5. COVENANT NOT TO COMPETE. During the term of this Agreement and
for a period of six months thereafter, Xxxxxx agrees:
(a) Xxxxxx will not directly or indirectly, whether for his
own account or as an individual, employee, director, consultant or advisor,
or in any other capacity whatsoever, provide services to any person, firm,
corporation or other business enterprise which is involved in the design,
development, marketing or sale of optical localizers, image guided surgery
products or minimally invasive surgical instruments. This Agreement shall
not preclude Xxxxxx from providing services to any person, firm, corporation
or other business enterprise which is not involved in the design,
development, marketing or sale of optical localizers, image guided surgery
products or minimally invasive surgical instruments.
(b) Xxxxxx will not directly or indirectly encourage or
solicit, or attempt to encourage or solicit, any individual to leave the
Company's employ for any reason or interfere in any other manner with the
employment relationships at the time between the Company and its current or
prospective employees.
(c) Xxxxxx will not induce or attempt to induce any
customer, supplier, distributor, licensee or other business relation of the
Company to cease doing business with the Company or in any way interfere with
the existing business relationship between any such customer, supplier,
distributor, licensee or other business relation and the Company.
Xxxxxx acknowledges that monetary damages may not be sufficient to
compensate the Company for any economic loss which may be incurred by reason
of breach of the foregoing restrictive covenants. Accordingly, in the event
of any such breach, the Company shall, in addition to any remedies available
to the Company at law, be entitled to obtain equitable relief in the form of
an injunction precluding Xxxxxx from continuing to engage in such breach. If
any restriction set forth in this paragraph is held to be unreasonable, then
Xxxxxx and the Company agree, and hereby submit, to the reduction and
limitation of such prohibition to such area or period as shall be deemed
reasonable.
6. OPTIONS. All of the stock options granted to Xxxxxx to
purchase the Company's common stock shall be amended in accordance with the
Restated and Amended Stock Option Agreement executed simultaneously herewith.
7. GENERAL PROVISIONS.
(a) This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes any and all
prior agreements between the parties relating to such subject matter. The
parties agree that any employment agreement between the parties, including,
without limitation, that certain employment agreement dated as of July 1,
1996, as amended, shall terminate as of December 31, 1998, and neither party
shall have any obligation to the other after December 31, 1998 under any such
employment agreement (Xxxxxx waives any right that he may have to severance).
The Non-Disclosure and Inventions Agreement between Xxxxxx and the Company
shall not be affected by this Agreement and shall continue in full force and
effect in accordance with its terms.
(b) Xxxxxx agrees to resign as vice president and chief
financial officer of the Company as of December 31, 1998.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
COMPANY: XXXXXX:
Image Guided Technologies, Inc.
By: /s/ Xxxx X. Xxx /s/ Xxxxxxx X. Xxxxxx
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Xxxx X. Xxx Xxxxxxx X. Xxxxxx
Chief Executive Officer
