EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made January 1, 1991 by and between Scanner
Technologies Corporation, a Minnesota corporation (the "Company"), and Xxxxx X.
Xxxxx, an individual resident of the state of Minnesota (the "Employee").
WHEREAS, the parties wish to provide for the employment of the Employee
by the Company in the positions of President and Chief Executive Officer,
WHEREAS, the Company desires reasonable protection of its confidential
business and technical information, which has been and will be acquired, and is
being developed by the Company, at substantial expense;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Company and the Employee, each intending to be legally bound, agree
as follows:
1. Employment. Subject to all of the terms and conditions of this
Agreement, the Company agrees to employ the Employee and the Employee accepts
this employment.
2. Duties. The Employee will make the best use of his energy, knowledge
and training in advancing the Company's interests. He will diligently and
conscientiously perform the duties, as such duties may be defined by the
Company's President. The Employee shall also perform such other tasks as may
from time to time be reasonably required to further the growth of the Company.
3. Term. The Employee shall be employed at an at-will basis; either
party may terminate the employment relationship upon 30 days written notice to
the other.
4. Compensation, Benefits, & Expenses.
(a) Compensation. See Exhibit A.
(b) Benefits. The Employee will be eligible to participate in
benefit and profit sharing plans, which may be established by the Board
of Directors of the Company. The employee will be eligible for any
Company approved medical plan after 90 days continuous employment.
(c) Expenses. The Company shall reimburse the Employee for all
ordinary and necessary business expenses the Employee incurs while
performing his duties under this Agreement, provided that the Employee
accounts properly for such expenses to the Company in accordance with
the general corporate policy of the Company as determined by the
Company's Board of Directors and in accordance with the requirements of
Internal Revenue Service regulations relating to substantiation of
expenses.
5. Inventions.
(a) "Inventions," as used in this Section 5, means any
discoveries, designs, improvements or software whether or not they are
in writing or reduced to practice of works of authorship (whether or
not they can be patented or copyrighted) that the Employee makes,
authors, or conceives (either alone or with others) and that:
(i) concern directly the Company's products,
research or development; or
(ii) result from any work the Employee performs for
the Company; or
(iii) use the Company's equipment, facilities, or
trade secret information.
(b) The Employee agrees that all Inventions he makes
subsequent to the Employment Date will be the sole and exclusive
property of the Company. The Employee will, with respect to any such
Invention:
(i) keep current, accurate, and complete records,
which will belong to the Company and be kept
and stored on the Company's premises;
(ii) promptly and fully disclose the existence and
describe the nature of the Invention to the
Company in writing (and without request);
(iii) assign (and the Employee does hereby assign)
to the Company all of his rights to the
Invention, any applications he makes for
patents or copyrights in any country, and
any patents or copyrights granted to him in
any country; and
(iv) acknowledge and deliver promptly to the
Company any written instruments, and perform
any other reasonable acts necessary in the
Company's opinion and at its expense to
preserve its property rights in the Invention
against forfeiture, abandonment, or loss and to
obtain and maintain letters patent and/or
copyrights on the Invention and to vest the
entire right and title to the Invention in the
Company or its assign; provided, however, that
the Employee makes no warranty or
representation to the Company as to rights
against third parties hereunder.
The requirements of this subsection 5(b) do not apply to an Invention
for which no equipment, facility, or trade secret information of the
Company was used and which was developed entirely on the Employee's own
time, and which (i) does not relate directly to the Company's business
or to the Company's actual research or development, or (ii) does not
result from any work the Employee performed for the Company.
6. Confidential Information.
(a) "Confidential Information," as used in this Section 6,
means information that is not generally known and that is proprietary
to the Company or that the Company is obligated to treat as
proprietary. This information includes, without limitation:
(i) trade secret information about the Company and
its products or services;
(ii) "Inventions," as defined in subsection 5(a)
above;
(iii) information concerning the Company's business
(including the Company's customer and supplier
lists) as the Company has conducted it or as it
may conduct it in the future; and
(iv) information concerning any of the Company's
past, current, or possible future products,
including (without limitations) information
about the Company's research, development,
engineering, purchasing, manufacturing,
servicing, finances, pricing, marketing or
sales.
Any information that reasonably can be expected to be treated as
Confidential Information will be presumed to be Confidential
Information (whether the Employee or others originated it and
regardless of how he obtained it).
(b) Except as required in his duties to the Company, the
Employee will not, during his association with the Company or for a
period of three (3) years after termination of such association, use or
disclose Confidential Information to any person not authorized by the
Company to receive it, excluding Confidential Information (i) which
becomes publicly available through a source other than the Employee, or
(ii) which is received by the Employee after termination of his
employment hereunder from a source who did not obtain the information
directly or indirectly from employees or agents of the Company, or
(iii) for which disclosure thereof the Company has given its prior
written consent. When the Employee's association with the Company ends,
he will promptly turn over to the Company all records and any
compositions, articles, devices, apparatus, and other items that
disclose, describe, or embody Confidential Information, including all
copies, reproductions, and specimens of the Confidential Information in
his possession, regardless of who prepared them.
7. Competitive Activities. The Employee agrees that during his
employment with the Company and for a period of one (1) year after his
employment with the company ends:
(a) He will not alone, or in any capacity with another firm,
(i) directly or indirectly engage in any commercial activity that is
competitive with the Company's business, as constituted at the time the
Employee's employment with the Company was
terminated, nor will he participate in the management or operation of,
or become a significant investor in, any venture or enterprise of
whatever kind whose business is the design, development, production,
marketing, or serving of any product or service competitive with the
business of the Company as it exists at the time his employment with
the Company is terminated, (ii) solicit or in any way interfere or
attempt to interfere with the Company's relationships with any of its
current or potential customers, or (iii) employ or attempt to employ
any of the Company's employees on behalf of any other entity competing
with the Company; provided, however, that nothing in this Section 7
shall restrict the Employee's employment by or association with any
entity, venture or enterprise which engages in a business with a
product or service competitive with any product or service of the
Company so long as the following conditions are complied with: (A) the
Employee's employment or association with such entity, venture or
enterprise is limited to work which does not involve or relate to the
design, development, production, marketing or servicing of a product or
service which is directly competitive with any product or service of
the Company; and (B) the Employee's employer takes reasonable measures
to insure that the Employee is not involved with or consulted in any
aspect of the design, development, production, marketing or servicing
of such competitive product or service.
(b) He will, prior to accepting employment with any new
employer, inform that employer of this Agreement and provide that
employer with a copy of Section 7 of this Agreement, provided that he
reasonably believes his new position is or may be contrary to this
Agreement.
8. Conflicting Business. The Employee agrees that he will not engage in
any business activity or utside employment that may be in conflict with the
Company's proprietary or business interests.
9. No Adequate Remedy. The Employee understands that if he fails to
fulfill his obligations under Section 5, 6, 7, or 8 of this Agreement, the
damages to the Company would be very difficult to determine. Therefore, in
addition to any other rights or remedies available to the Company at law,
inequity or by statute, the Employee hereby consents to the agreement by the
Company through an injunction or restraining order issued by an appropriate
court.
10. Miscellaneous.
(a) Successors and Assigns. This Agreement may not be assigned
by the Employee. Except as provided in the next sentence, this
Agreement may not be assigned by the Company without the Employee's
consent, which consent shall not be reasonably withheld. In any event,
the Company may assign this Agreement without the consent of the
Employee in connection with a merger, consolidation, assignment, sale,
or other disposition of substantially all of its assets or business.
(b) Modification. This Agreement may be modified or amended
only by a writing signed by each of the parties hereto.
(c) Prior Agreements. The Employee represents and warrants
that he has the right to enter into this Agreement and is not under
contract with or obligated to anyone which would in any way interfere
with or prevent the making of or the due and full performance of this
Agreement by him.
(d) Governing. The laws of the State of Minnesota shall govern
the validity, construction, and performance of this Agreement.
(e) Construction. Wherever possible, each provision of this
Agreement shall be interpreted so that it is valid under applicable
law. If any provision of this Agreement is to any extent invalid under
applicable law in any jurisdiction, that provision shall still be
effective to the extent it remains valid. The remainder of this
Agreement also shall continue to be valid, and the entire Agreement
shall continue to be valid in other jurisdictions.
(f) Non-Waiver. No failure or delay by any of the parties
hereto in exercising any right or remedy under this Agreement shall
waive any provision of the Agreement. Nor shall any single or partial
exercise by any of the parties hereto of any right or remedy under this
Agreement preclude any of them from otherwise or further exercising
their rights or remedies, or any other rights or remedies granted by
any law or any related document.
(g) Captions. The headings of this Agreement are for
convenience only and shall not affect the interpretation of this
Agreement.
(h) Notices. All notices required or permitted to be given
pursuant to this Agreement shall be in writing, sent via certified
mail, return receipt requested, express overnight courier, or by
facsimile or e-mail to the address as set forth below, or to such other
address as may be specified from time to time in writing. Such notice
shall be deemed to have been received on the earlier of (i) the date
when actually received, or two (2) business days after mailing if sent
by express overnight courier to the following addresses, or such other
addresses as either party shall have notified the other party or (ii)
if by facsimile or e-mail, when the sending party shall have received a
facsimile or e-mail confirmation that the message has been received by
the receiving party's facsimile machine or e-mail address.
If to the Company: Scanner Technologies Corporation
00000 00xx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
If to the Employee: Xxxxx X. Xxxxx
00000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(i) Entire Agreement. This agreement, including all Exhibits,
constitutes the entire agreement between the parties with respect to
the subject matter hereof, and
supersedes all prior agreements or representations, oral or written,
regarding such subject matter.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
Scanner Technologies Corporation
By /s/ Xxxxx X. Xxxxx By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Its President Xxxxx X. Xxxxx, Employee
DATE: January 1, 1991
TO: Xxxxx X. Xxxxx
COMPANY: STC
FROM: Xxxxx X. Xxxxx
SUBJECT: Exhibit A
This Exhibit A is made a part of the EMPLOYMENT AGREEMENT, dated January 1,
1991.
COMPENSATION AND BENEFITS
1. The Employee will be eligible for company paid medical benefits as may
be offered by Scanner Technologies Corporation.
2. The Employee will be eligible for three weeks of paid vacation for each
year of continuous employment.
3. The Employee will be eligible for all Company paid holidays as may be
approved by the Company from time to time.
4. The Employee will be paid a salary of $15,000.00 per month, paid in
equal amounts on the 15th and last day of each month, commencing
January 1, 1991.
5. The Employee will be paid one years salary, in effect at the time of
termination, if terminated without cause.
/s/ Xxxxx X. Xxxxx 1/1/91 /s/ Xxxxx X. Xxxxx 1/1/91
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Xxxxx X. Xxxxx Date Xxxxx X. Xxxxx Date
President Employee
