Exhibit 10.18
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KEY EMPLOYEE AGREEMENT
In consideration of my employment to perform services for Porex
Technologies Corp., Medco Containment Services, Inc. or PAID Prescriptions,
Inc., as the case may be, or any affiliate, subsidiary or associate company or
any successor in business of any of the foregoing (herein after collectively
referred to as "Employer" ), and in consideration of the wages and salary to be
paid me and of the position which I occupy and which brings me into contact with
the activities of the Employer, and regardless of the duration of such
employment, I agree to perform to the best of my ability all duties required of
me from time to time by the Employer and I agree to comply with the conditions
herein set forth. In addition to the foregoing, I specifically agree to the
following:
1. PROPERTY RIGHTS - I agree that all concepts, ideas, designs,
discoveries, inventions, improvements, advances, methods, practices, techniques
and developments and relationships with customers and prospective customers
which I may conceive, make invent or suggest during my employment by the
Employer relating generally to any matter or thing, including computer programs,
manuals and documentation, which may be connected in any way with the Employer's
existing or contemplated products, services or business shall become the
absolute property of the Employer. All such concepts, ideas, designs,
discoveries, inventions, improvements, advances, methods, practices, techniques
and developments and relationships with customers and prospective customers
shall automatically be deemed to become the property of the Employer immediately
as soon as made or conceived. I agree to assign the rights to such property upon
request of the Employer and such agreement shall survive the termination of my
employment for any reason.
2. DISCLOSURE - I agree promptly to disclose to my immediate supervisor all
such concepts, ideas, designs, discoveries, inventions, improvements, advances,
methods, practices, techniques and developments and relationships with customers
and prospective customers.
3. ACTIONS REQUIRED ON TERMINATION - Upon termination of my employment for
any reason, I agree to return to the Employer all property of the Employer of
which I had custody and to deliver to my supervisor all notebooks, business card
files, customer or prospective lists, memos, diaries, computer printouts and
other documentation of any kind, as well as other data relating to the
Employer's products, services or business.
4. COMPLIANCE NOT CONTINGENT UPON ADDITIONAL CONSIDERATION - I have not
been promised, and I shall not claim, any additional or special payment for such
assignments and compliance with the other covenants and agreements herein
contained.
5. COVENANT AGAINST DISCLOSURE - I understand that it may be desirable or
necessary for the Employer to disclose to me information relating to the
technology, know-how, products, services, customers, prospective customers and
business of the Employer and I therefore agree as follows:
A. To accept and retain such data and information in confidence and, at all
times during or after the termination, for any reason, of my employment, not to
disclose or reveal such data or information to others and to refrain from using
such data for purposes other than those authorized by the Employer.
B. Not to directly or indirectly publish, communicate, divulge, or describe
to any unauthorized person nor use, patent or copyright any such
data or information during the term of my employment or at any time subsequent
thereto without the prior written consent of the Employer.
C. To turn over to the Employer all written or descriptive matter
containing any confidential or proprietary information or data upon termination,
for any reason, of my employment, or sooner, at the request of the Employer.
D. To keep the contractual relationship of the Employer with its customers
and others confidential unless authorized in writing by the Employer. I will not
divulge to any other person, firm or organization, the names, addresses or
special requirements of the Employer's customers or targeted potential customers
with whom I became acquainted or with whom I dealt during the term of my
employment. During the one (1) year period immediately following the
termination, for any reason, of my employment with the Employer I will not, on
behalf of myself or any other person, firm or organization, solicit, divert or
induce, or attempt to solicit, divert or induce, any of Employer's customers or
targeted potential customers upon whom I called or whom I solicited or with whom
I became acquainted after commencement of my employment with Employer.
6. RESTRICTIONS ON COMPETITIVE EMPLOYMENT - During the term of my
employment and for a period of one (1) year after termination, for any reason,
of my employment, absent the Employer's prior written approval, I will not (as
principal, agent, employee, consultant or otherwise), directly or indirectly,
engage in the United States of America, its territories and possessions,
including Puerto Rico and in the Dominion of Canada (the "Territory") in
activities (similar to those in which I shall have engaged for the Employer
during the one (1) year period prior to such termination) with, nor render
services (similar to those which I shall have rendered for the Employer during
such one (1) year period) to, any firm or business engaged or about to become
engaged in the Territory in the independent third party prescription drug claims
business or marketing to funded medical benefit plans prescription drug benefits
or any other business in which the Employer or any affiliate, subsidiary or
associate company is then engaged. In addition, I shall not have an equity
interest in any such firm other than as a 1% or less shareholder of a public
corporation. During my employment and until one (1) year after termination, for
any reason, of my employment, I will not, directly or indirectly, induce, or
attempt to induce any employees or agents or consultants of or to the Employer
to do anything from which I am restricted by reason of this Agreement, nor shall
I, directly or indirectly, offer or aid others to offer employment to any
employees, agents or consultants of the Employer.
7. EMPLOYMENT STATUS - I understand that I am an employee at will and my
employment may be terminated by the Employer at its discretion for any reason or
no reason at all.
8. ATTORNEYS FEES - In the event Employer is compelled to bring suit or
institute any other proceeding to enforce any of the provisions of this
Agreement, I agree to pay the Employer reasonable attorney's fees.
9. SEVERABILITY - Each paragraph and provision of the Agreement is
severable from the contract and if one provision or part thereof is declared
invalid, the remaining provisions shall nevertheless remain in full force and
effect.
10. ENTIRE AGREEMENT -This Agreement shall inure to the benefit of and be
binding upon my heirs, executors, administrators and assigns and the successors
and assigns of the Employer.
11. GOVERNING LAW - This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of New Jersey.
/s/ Xxxxx X. Xxxxx
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WITNESS EMPLOYEE
February 19, 1991
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DATE
STATEMENT OF CORPORATE POLICY AND
ACKNOWLEDGEMENT OF RECEIPT
This Statement represents the corporate policy of PAID Prescriptions, Inc.
("PAID") and Medco Containment Services, Inc., ("Medco"). All employees with
appropriate responsibilities are required to read this Statement and to
acknowledge that they have done so by signing and returning the signed copy to
PAID or Medco. Compliance with its contents in all transactions which involve
PAID, Medco or any of their affiliated corporations shall be a condition of
employment. PAID and Medco are corporate subsidiaries of Porex Technologies
Corp.
1. The principal business of PAID is to provide third-party administration
services in connection with pharmaceutical programs for health and welfare plans
for the benefit of employees and retirees. The principal business of Medco is to
provide mail order pharmaceutical programs for such plans. These plans are often
sponsored by employers, unions and other associations. The business of PAID and
of Medco is subject to a number of laws, rules and regulations governing the
administration and conduct of those plans, including among them the United
States Criminal Code, the Employee Retirement Income Security Act of 1974
("ERISA"), and the criminal codes of any state in which business is conducted,
including New Jersey. A copy of Section 1954 of the U.S. Criminal Code is
attached to this Statement. That provision makes illegal the receipt or payment
of an improper "fee, kickback, commission, gift, loan, money, or thing of value"
to or by any "administrator, officer, trustee, custodian, counsel, agent or
employee of any employee welfare benefit plan or employee pension benefit plan."
Recent court opinions have indicated that this statute will be strictly enforced
to prohibit improper payments or gifts to all persons who exercise control,
direct or indirect, authorized or unauthorized over any plan's funds. It is the
policy of both PAID and Medco that no employee should violate that provision or
any other penal statute of the United States or any other jurisdiction. No
employee shall order, or accept an order for, any action that would violate such
statutes and this corporate policy.
2. Although an employee must conduct his/her activities in compliance with
the laws and regulations of each jurisdiction in which he or she does business,
because both PAID and Medco maintain facilities in New Jersey, Section 2C:21-10
of its criminal code is also appended hereto. That section provides in part that
any person who offers or accepts a "benefit" such as cash or other things of
value to influence his/her duties as a "trustee or representative of an employee
welfare trust fund" is committing a crime. Similar provisions exist in other
jurisdictions and no employee of PAID or Medco should act in a fashion
inconsistent with such provisions.
3. To assure compliance with applicable laws, rules and regulations
(including the criminal code), PAID and Medco have adopted a policy that (A)
prior to entering into any negotiations for any contracts, other than previously
approved contracts in the ordinary course, an employee should
contact his/her superiors (designated below) to assure that the proposed
contracts will not result in any violation, and (B) all contracts (other than
with vendors in the ordinary course of business) must be in writing and may not
be signed on behalf of the Company by any officer or employee unless it has been
previously approved in writing by his/her superiors. For these purposes,
superiors are Xxxxxx X. Wygod or Xxxxx X. Xxxxxxx or Xxxxxx X. Xxxxxxx.
4. Any officer or employee of PAID or Medco who has any questions
concerning the applicable rules and regulations referred to above is encouraged
to contact his superiors who will, if necessary, refer him/her to appropriate
legal counsel.
5. Any employee who knows of violations by PAID, Medco or any of their
employees of Section 1954, cited above, or ERISA or any other law, rule or
regulation applicable to PAID or Medco must immediately report them to his/her
superior.
I hereby acknowledge that I have received and reviewed the foregoing
Statement of Policy, and my signature hereon reflects my agreement to conduct
all my activities on behalf of PAID or Medco in a manner consistent with its
terms.
DATED: February 19, 1991 /s/ Xxxxx X. Xxxxx
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