EMPLOYMENT AGREEMENT
This Agreement ("Agreement") made this 1st day of January, 2006, by and between
Integrated Management Information, Inc. ("IMI"), a Delaware corporation having
its principal place of business at 000 0xx Xxxxxx, Xxxxxx Xxxx, XX 00000, and
Xxxxx Xxxxxxxx ("Employee"), of 0000 X.X. Xxxxxx Xx., Xxxxxxxx, XX 00000,
(collectively the "Parties").
WHEREAS, IMI is engaged in the business of developing and marketing
software for animal identification and traceability in the beef cattle
industry; and
WHEREAS, IMI desires to employ Employee on the terms and conditions set out
in this Agreement; and
WHEREAS, Employee is desirous of being employed by IMI on the terms and
conditions set out in this Agreement;
Therefore, in consideration of the mutual promises herein contained and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties hereto mutually and voluntarily covenant
and agree as follows:
1. TERM OF EMPLOYMENT. IMI agrees to employ the Employee and the
Employee hereby accepts employment with IMI as its Vice President of
Quality Control for a period of one (1) year beginning on the 1st day of
January 2006 provided however that this Agreement may be terminated earlier
as provided for in Article 6. The term shall automatically renew for one
year on each anniversary of the date of execution of this agreement unless
either party shall give notice of non-renewal 60 days prior to the renewal
date.
2. COMPENSATION OF EMPLOYEE. As compensation for the services rendered
by Employee under this Agreement, the Employee shall be entitled to receive
a salary of $90,000 per year, payable semi-monthly on the 15th and last day
of each month.
3. COMPLIANCE OF RULES. The Employee at all times during the
performance of this Agreement shall strictly adhere to and obey all rules
and regulations now in effect, or subsequently promulgated, governing the
conduct of Employees of IMI.
4. SATISFACTORY PERFORMANCE OF DUTIES. The employment of the Employee
shall continue only as long as the services rendered by the Employee are
satisfactory to IMI regardless of any other provision contained in this
Agreement. IMI shall be the sole judge as to whether the services of the
Employee are satisfactory.
5. BUSINESS EXPENSES. It is acknowledged by the Parties that the
Employee in connection with the services to be performed by Employee
pursuant to the terms of this Agreement will be required to make payments
for travel, entertainment of customers and similar business expenses.
Employee shall be reimbursed for all business expenses incurred by the
Employee in the performance of his services under this contract.
6. TERMINATION OF EMPLOYMENT. This Agreement shall terminate and all
obligations of the Employer under this Agreement shall cease on the
occurrence of any one of the following events:
a. The death of the Employee
b. Express termination by IMI and any time after the Employee's
failure to perform duties specified in this Agreement for
whatever cause for a continuous period of more than ten days.
c. Discontinuation of the Employer's business operations.
d. The willful breach of duty, the habitual neglect, or the
continued incapacity on the part of the Employee to perform
his/her duties unless waived by the Employer.
e. The willful or continuing breach of the obligations of the
Employer to the Employee under this Agreement unless waived by
the Employee.
7. EFFECT OF TERMINATION ON COMPENSATION. In the event of the
termination of this Agreement, prior to the completion of the term of the
employment specified in Article I, Employee shall be entitled to the
compensation earned by the Employee to the date of termination as provided
for in this Agreement computed prorata up to and including that date. The
Employee shall be entitled to no further compensation as of the date of
termination.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee
has disclosed (or has threatened to disclose) Information in violation of
this Agreement, IMI shall be entitled to an injunction to restrain Employee
from disclosing, in whole or in part, such Information, or from providing
any services to any party to whom such Information has been disclosed or
may be disclosed. IMI shall not be prohibited by this provision from
pursuing other remedies, including a claim for losses and damages.
9. CHANGE IN CONTROL. In the event of a change in control resulting
from the sale, merger or other disposition of the company (other than the
company going public or selling additional shares in a public or private
offering) the Employee shall be paid a lump sum payment in an amount equal
to 200% of the Employee's annual salary on the date of sale, merger or
other disposition of the company.
10.1 NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Employee
understands and agrees that his employment by the Company creates a
relationship of confidence and trust between himself and the Company with
respect to Confidential Information (as defined below). Employee recognizes
that he will have access to and knowledge of Confidential Information.
Employee will not, during or after the term of his employment by the
Company, in whole or in part, disclose such Confidential Information to any
person, firm, corporation, association, or other entity for any reason or
purpose whatsoever, nor shall he make use of any such Confidential
Information for his own purposes or for the purposes of others; provided,
however, that nothing in this Article shall be construed to prohibit the
disclosure of such Confidential Information by the Employee (i) to another
officer, director, employee or agent of the Company; (ii) as is reasonably
necessary for the performance of his duties and responsibilities under this
Agreement; or (iii) as otherwise required by law. If Employee is required
by law to disclose "Confidential Information", Employee shall notify the
Company, in writing, of the nature of such disclosure and the Confidential
Information to be disclosed, as soon as is possible and/or practical, and
permit the Company the opportunity to contest or limit such disclosure.
10.2 CONFIDENTIAL INFORMATION DEFINED. The term "Confidential Information" shall
mean and include any and all records, computer programs, data, patent
applications, trade secrets, customer lists, customer databases, video
programs and programming, proprietary information, technology, pricing
policies, financial information, methods of doing business, policy and/or
procedure manuals, training and recruiting procedures, accounting
procedures, the status and content of the Company's contracts with its
customers, the Company's business philosophy, and servicing methods and
techniques at any time used, developed, or investigated by the company,
before or during Employee's tenure of employment, or other information of
any kind expressed or recorded on any medium arising out of, concerning, or
acquired in connection with the research, development, commercialization
and other activities of the Company; but "Confidential Information" does
not include information (i) generally known or available in the industry,
through no fault of Employee; or (ii) available from a third party without
violation of any duty of confidentialty by Employee or others.
10.3 DELIVERY OF MATERIALS. Employee further agrees to deliver to the Company at
the termination of his employment, or at any other time upon request by the
Company, all correspondence, memoranda, notes, records (including computer
records and data), drawings, sketches, plans, customer lists, and other
documents, which are made, composed, or received by Employee, solely or
jointly with others, during the term of his employement (collectively, the
"Documents"), and which are in Employee's possession, custody, or control
at such date and which are related in any manner to the past, present or
anticipated business of the Company.
11. NON-COMPETE. Employee will not, during the period of this Agreement or of
his engagement with IMI whichever period is longer, and for a period of one
(1) year immediately following the termination of this Agreement or his
engagement, whichever is longer, for any reason whatsoever, directly or
indirectly, for himself or on behalf of or in conjunction with any other
person, persons, company, partnership, corporation, or business of whatever
nature:
i. Engage in developing or marketing software for animal indentification
and traceability in the beef cattle industry within five-hundred (500)
miles of the home office of IMI or any of its affiliates, to which
Employee has provided services pursuant to this Agreement, or any
present location representing a permanent or semi-permanent (at least
six (6) months of operation) facility of IMI or any of such affiliates
wherein IMI or any of such affiliates have performed services, whether
such services were performed as principal, agent, trustee or through
the agency of any cooperation, partnership, association, agent, agency
or business of whatever nature.
ii. Call upon any present or past customer of IMI or any of such
affiliates (including, but not limited to, any customers obtained for
IMI or any of such affiliates by Employee) for the purpose of
soliciting or selling any products or services in competition with
those of IMI;
iii. Call upon any employee of IMI or any of such affiliates for the
purpose or with the intent of enticing them away from or out of the
employ of IMI or any of such affiliates for any reason whatsoever; and
iv. be the owner of more than one (1%) of the outstanding capital stock of
any corporation or any officer, director or employee of any
corporation (other than IMI or a corporation affiliated with IMI), or
a member or employee of any partnership, or an owner or employee of
any other business which is engaged in any business which competes
with IMI, within five-hundred (500) miles of the home office of IMI or
any of such affiliates or any present permanent or semi permanent
facility of any of IMI or any such affiliates.
Notwithstanding the preceding, Employee may:
(i) continue any activity which, at the time Employee commenced such
activity did not violate this Agreement and
(ii) provide any and all services requested by companies affiliated with
IMI.
Because of the difficulty of measuring economic losses to IMI
as a result of his breach of the foregoing covenant and because of the
immediate and irreparable damage that would be caused to IMI for which
it would have no other adequate remedy, Employee agrees that the
foregoing covenant may be enforced by IMI in the event of breach by him
by injunctions and restraining orders.
It is agreed by the parties that the foregoing covenants in
this Section 10 impose a reasonable restraint on Employee in light of
the activities and business of IMI on the date of the execution of this
Agreement and the future plans of IMI; but it is also the intent of IMI
and Employee that such covenants be construed and enforced in
accordance with the activities and business of IMI on the date of the
termination the employment of Employee.
The covenants in this Section 10 are severable and separate
and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the
intention of the parties that such restrictions be enforced to the
fullest extent which the court deems reasonable and the Agreement shall
thereby be reformed.
All of the covenants in this Section shall be construed as an
agreement independent of any other provision in this Agreement and the
existence of any claim or cause of action of Employee against IMI,
whether predicated on this Agreement or otherwise, shall not constitute
a defense to the enforcement by IMI of such covenants. It is
specifically agreed that the period of two (2) years stated at the
beginning of this Section 10, during which the agreements and covenants
of Employee made in this Section 10 shall be effective, shall be
computed by excluding from such computation any time during which
Employee is in violation of any provision of this Section 10 and any
time during which there is pending in any court of competent
jurisdiction any action (including any appeal from any final judgment)
brought by any person, whether or not a party to this Agreement, in
which action IMI seeks to enforce the agreements and covenants of
Employee or in which any person contests the validity of such
agreements and covenants or their unenforceability or seeks to avoid
their performance or enforcement.
12. OTHER BENEFITS. Employee shall also be entitled to the following: o
health insurance o ________ weeks per year of paid vacation
any other benefits as provided in accordance with IMI's policies in effect
from time to time.
13. RETURN OF RECORDS. Upon termination of this Agreement, Employee
shall deliver all property (including keys, records, notes, data,
memorandum, models, and equipment) that is in the Employee's possession or
under the Employee's control which is IMI's property or related to IMI's
business.
14. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person
or deposited in the United States mail, postage paid, addressed as follows:
IMI:
Integrated Management Information, Inc..
000 0xx Xxxxxx
Xxxxxx Xxxx, XX 00000
Employee:
Xxxxx Xxxxxxxx
0000 X.X. Xxxxxx Xx
Xxxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written oral agreements between the parties.
16. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
17 SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed o be written, construed, and enforced as so limited.
18. WAIVER . The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's
right to subsequently enforce and compel strict compliance with every
provision of this Agreement.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Missouri.
Executed this __________________ day of March 2006, but effective as of January
1, 2006.
IMI:
Integrated Management Information, Inc..
By: _______________________________________________
Its: _____________________________________________
Employee:
By: ______________________________________________
Xxxxx Xxxxxxxx
