Exhibit 10.1
EMPLOYMENT AGREEMENT
This is an Employment Agreement entered into between TurboChef
Technologies, Inc., a Delaware corporation, or "TurboChef", and Xxxx Xxxx, or
"Executive", the terms and conditions of which are as follows:
Section 1. TERM OF EMPLOYMENT
Subject to the terms and conditions set forth in this Employment
Agreement, TurboChef agrees to employ Executive and Executive agrees to be
employed by TurboChef for an initial term of two years, starting on October 29,
2003 and ending on the second anniversary of such date; provided, however, this
initial two-year term automatically shall extend for one additional year on such
second anniversary date and on each subsequent anniversary of such date unless
TurboChef or Executive notifies the other pursuant to section 6(a) that no such
extension will be effected at least six months before such anniversary date. The
date described in this section 1 on which Executive starts his employment with
TurboChef shall be referred to in this Employment Agreement as the "Starting
Date". The employment term described in this section 1 shall be referred to in
this Employment Agreement as the "Term". Executive's primary location of
employment shall be at TurboChef's offices in Dallas, Texas.
Section 2. POSITION AND DUTIES AND RESPONSIBILITIES
(a) POSITION. Executive shall be Vice President of Operations of
TurboChef.
(b) DUTIES AND RESPONSIBILITIES. Executive's duties and
responsibilities shall be those normally associated with Executive's position as
a vice president of a corporation responsible for operations plus any additional
duties and responsibilities that TurboChef's Board of Directors, Chairman or
Chief Executive Officer from time to time may assign orally or in writing to
Executive. Executive shall report to TurboChef's Chief Executive Officer and
shall have such powers as may be delegated to him by such board or officer.
Executive shall undertake to perform all Executive's duties and responsibilities
for TurboChef in good faith and on a full-time basis and shall at all times act
in the course of Executive's employment under this Employment Agreement in the
best interest of TurboChef.
Section 3. COMPENSATION AND BENEFITS
(a) BASE SALARY. Executive's initial base salary shall be $150,000.00
per year until May 31, 2004 and $200,000.00 per year beginning June 1, 2004,
which base salary shall be payable in accordance with TurboChef's standard
payroll practices and policies for executives (but not less frequently than
monthly) and shall be subject to such withholdings as required by law or as
otherwise permissible under such practices or policies. Executive's base salary
shall be subject to periodic adjustments as determined by the Compensation
Committee of TurboChef's Board of Directors.
(b) BONUS. Executive during the Term shall be eligible to receive an
annual bonus at the discretion of the Chairman and Chief Executive Officer based
upon performance and achievement of key Company objectives.
(c) EMPLOYEE BENEFIT PLANS. Executive shall be eligible to participate
in the employee benefit plans, programs and policies maintained by TurboChef for
similarly situated executives in accordance with the terms and conditions to
participate in such plans, programs and policies as in effect from time to time.
(d) OPTION GRANTS. All options to purchase shares of the common stock
of TurboChef ("TurboChef Stock") that TurboChef grants to Executive shall vest
over thirty six months in twelve equal quarterly installments of 8-1/3% on the
calendar date of the grant in the third, sixth, ninth and twelfth months
following the grant date and following each of the next two anniversaries of the
grant date.
(e) VACATION. Executive shall accrue four weeks of vacation during each
successive one year period in the Term, which vacation time shall be taken at
such time or times in each such one year period so as not to materially and
adversely interfere with the business of TurboChef. Executive shall not have the
right to carry over unused vacation from any such one year period to any other
such one year period nor to receive additional compensation in lieu of taking
Executive's vacation time.
(f) EXPENSES. TurboChef shall reimburse Executive for, or pay directly,
all reasonable business expenses incurred by Executive at the request of, or on
behalf of, TurboChef in the performance of Executive's duties under this
Employment Agreement, provided that Executive incurs and accounts for such
expenses in accordance with all of the policies and directives of TurboChef as
in effect from time to time. Business expenses reimbursable hereunder shall be
referred to in this Employment Agreement as "Business Expenses."
Section 4. TERMINATION OF EMPLOYMENT
(a) Termination By TurboChef Other Than For Cause Or Disability Or By
Executive For Good Reason.
(1) TurboChef shall have the right to terminate Executive's
employment at any time, and Executive shall have the right to
resign at any time. However, a notice under section 1 that no
extension of Executive's Term will be effected shall not
constitute a termination of Executive's employment by
TurboChef or a resignation by Executive. If either TurboChef
or Executive elects to give such notice, TurboChef's only
obligation to Executive under this Employment Agreement after
the expiration of the Term shall be to pay Executive's earned
but unpaid salary and benefits then in effect under section
3(a), if any, until the date the Term expired.
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(2) If TurboChef terminates Executive's employment other than for
Cause or Disability or Executive resigns for Good Reason,
TurboChef shall (in lieu of any other severance benefits under
any of TurboChef's employee benefit plans, programs or
policies) pay Executive within five days (or at TurboChef's
discretion over a number of pay periods as if salary
continues) an amount equal to one half times Executive's base
salary in effect either immediately before Executive's
termination of employment or on the first day of the Term,
whichever is greater, and TurboChef thereafter shall make any
"Gross-Up Payment" called for under section 4(f) to Executive.
Such payment shall be made within five business days after the
date Executive's employment is terminated, or, in the case of
a "Gross-Up Payment" under section 4(f), when such excise tax
is determined to be payable. Executive waives Executive's
rights, if any, to have such payment taken into account in
computing any other benefits payable to, or on behalf of,
Executive by TurboChef. In addition, all outstanding stock
options shall immediately vest and become exercisable, and the
agreements or certificates representing such options shall be
deemed amended as necessary to permit such accelerated
vesting.
(b) TERMINATION BY TURBOCHEF FOR CAUSE OR BY EXECUTIVE OTHER THAN FOR
GOOD REASON.
(1) TurboChef shall have the right to terminate Executive's
employment at any time for Cause, and Executive shall have the
right to resign at any time other than for Good Reason.
(2) If TurboChef terminates Executive's employment for Cause or
Executive resigns other than for Good Reason, TurboChef only
obligation to Executive under this Employment Agreement shall
be to pay Executive's earned but unpaid base salary and
benefits up to the date Executive's employment terminates.
Furthermore, if terminated for Cause, Executive shall forfeit
any amount of a bonus that may have been earned in the year of
termination and Executive's right to exercise any outstanding
options to purchase common stock of TurboChef.
(c) CAUSE. The term "Cause" as used in this Employment Agreement means
(1) Executive has engaged in conduct which in the judgment of
TurboChef's Board of Directors constitutes gross negligence,
gross misconduct or gross neglect in the performance of
Executive's duties and responsibilities under this Employment
Agreement, including conduct resulting or intending to result
directly or indirectly
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in gain or personal enrichment for Executive at TurboChef's
expense;
(2) Executive has been convicted of a felony for fraud,
embezzlement or theft; or
(3) Executive has engaged in a breach of any provision of this
Employment Agreement which Executive has failed to cure within
thirty days after Executive has notice of such breach from
TurboChef's Board of Directors; provided, however,
(4) No "Cause" shall exist under this Employment Agreement unless
(i) Executive has been provided a detailed, written statement
of the basis for TurboChef's belief that "Cause" exists and an
opportunity to meet with TurboChef's Board of Directors
(together with Executive's counsel (if Executive chooses to
have Executive's counsel present at such meeting)) after
Executive has had a reasonable period in which to review such
statement and (ii) TurboChef's Board of Directors determines
(after such meeting, if Executive meets with TurboChef's Board
of Directors) reasonably and in good faith and by the
affirmative vote of not less than a majority of the members of
TurboChef's Board of Directors then in office at a meeting
called and held for such purpose that "Cause" does exist under
this Employment Agreement.
(d) GOOD REASON. The term "Good Reason" means, in the absence of
Executive's specific agreement thereto,
(1) Any material reduction in Executive's base salary;
(2) A material reduction in Executive's job functions, duties or
responsibilities, or a similar change in Executive's reporting
relationships;
(3) A relocation of Executive's primary work site more than one
hundred miles from Executive's current primary work site; or
(4) Any material breach of any of the terms of this Employment
Agreement by TurboChef;
provided, however, no Good Reason shall exist unless (i) Executive gives
TurboChef a detailed, written statement of the basis for Executive's belief that
Good Reason exists and gives TurboChef a fifteen day period after the delivery
of such statement to cure the basis for such belief and (ii) Executive actually
submits Executive's resignation to TurboChef's Board of Directors during the
sixty day period which begins immediately after the end of such fifteen day
period if Executive reasonably and in good faith determines that Good Reason
continues to exist after the end of such fifteen day period.
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(e) TERMINATION FOR DISABILITY OR DEATH.
(1) TurboChef shall have the right to terminate Executive's
employment on or after the date Executive has a Disability,
and Executive's employment shall terminate at Executive's
death.
(2) If Executive's employment terminates under this section 4(e),
TurboChef's only obligation under this Employment Agreement
shall be to pay Executive or, if Executive dies, Executive's
estate any earned but unpaid base salary, benefits and bonus
then in effect under section 3(a) and non-reimbursed Business
Expenses through the date Executive's employment terminates.
The term "Disability" as used in this Employment Agreement means the
suffering by Executive for at least a 180 consecutive day period of a physical
or mental condition resulting from bodily injury, disease, or mental disorder
which renders Executive incapable of continuing even with reasonable
accommodation to perform the essential functions of Executive's job. TurboChef's
Board of Directors shall determine whether Executive has a Disability. If
Executive disputes such determination, the issue shall be submitted to a panel
consisting of three physicians who specialize in the physical or mental
condition from which Executive suffers, one appointed and paid by TurboChef, one
appointed and paid by Executive and the third appointed by these two physicians
and paid one-half by TurboChef and one-half by Executive. The determination as
to whether Executive has a Disability shall be made by such panel and shall be
binding on TurboChef and on Executive.
(f) CHANGE IN CONTROL. If there is a "Change in Control", Executive's
right to exercise all outstanding stock options which have been granted to
Executive by TurboChef shall immediately become 100% vested and non-forfeitable
and, further, Executive shall have the right in Executive's sole discretion upon
two weeks advance written notice to resign Executive's employment as of any date
within the six month period immediately following the date of such Change in
Control, in which event TurboChef shall pay to Executive within five days after
the date of the termination of Executive's employment (or at TurboChef's
discretion over a number of pay periods as if salary continues) an amount equal
to one-half times Executive's base salary in effect either immediately before
Executive's termination of employment or on the first day of the Term, whichever
is greater. TurboChef thereafter shall make any "Gross-Up Payment" called for
under this section 4(f) to Executive when such excise tax is determined to be
payable. Executive waives Executive's right, if any, to have any and all such
options (to the extent an exercise right is accelerated under this section 4(f))
and payments taken into account in computing any other benefits payable to, or
on behalf of, Executive by TurboChef. Notwithstanding anything to the contrary
in the foregoing, if in connection with a Change of Control, holders of Common
Stock of TurboChef receive in exchange for their shares cash, other securities
or a combination thereof, then TurboChef may require that Executive accept in
exchange for Executive's stock options comparable
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consideration for the net value of Executive's stock options as if they had been
immediately exercised.
The term "Change in Control" as used in this Employment Agreement
means:
(1) The acquisition at any time by any person, entity or "group"
within the meaning of Sections 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 (excluding, for this purpose,
TurboChef, its affiliates, or any employee benefit plan of
TurboChef or any of its affiliates) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under such
securities law) of more than fifty percent of either the then
outstanding shares of common stock of TurboChef or of the
combined voting power of TurboChef's then outstanding voting
securities or any such acquisition of more than fifty percent
of either such common stock or voting securities of TurboChef
or of the combined voting power of TurboChef's then
outstanding voting securities except for an acquisition
resulting from a disposition of such stock or securities
effected by TurboChef or a public offering by TurboChef;
(2) The individuals who constitute the members of the Board of
Directors of TurboChef, who shall be referred to as the
"Incumbent Members", cease for any reason to constitute at
least a majority of such Board of Directors, provided that any
individual becoming a member after the date of this Employment
Agreement whose election, or nomination for election by
TurboChef's stockholders, was approved by a vote of at least a
majority of the then Incumbent Members shall be considered as
though such individual was an Incumbent Member; provided,
however, that any individual becoming a member of the Board of
Directors in the aforesaid manner as part of a group whose
membership after election constitutes a majority of the Board
of Directors, or whose membership becomes a majority of the
Board of Directors within a reasonably short period of time
because of the resignation of Incumbent Members following the
election of such group, will not be considered as an Incumbent
Member; or
(3) The approval by the stockholders of TurboChef of (i) a merger,
consolidation or other reorganization where, in each case,
with respect to which persons who were the stockholders of
TurboChef immediately prior to such merger, consolidation or
other reorganization, immediately thereafter, they do not own
more than fifty percent of the combined voting power of the
merged, consolidated or reorganized TurboChef's then
outstanding voting securities, or of (ii) the sale of all or
substantially all of the assets of TurboChef; provided,
however, in such event the Change in Control
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described in this section 4(f) will be deemed to have occurred
immediately prior to such stockholder approval.
If TurboChef or TurboChef's accountants determine that the option
exercise right and the severance payments called for under this section 4(f)
plus any other payments or benefits made available to Executive by TurboChef
upon a Change in Control will result in Executive being subject to an excise tax
under Section 4999 of the Internal Revenue Code of 1986, as amended, or "Code",
or if such an excise tax is assessed against Executive as a result of such
option exercise right or payment or other benefits, TurboChef shall make a
"Gross Up Payment" to or on behalf of Executive as and when each and any such
determination or assessment, as applicable, is made, provided Executive takes
such action (other than waiving Executive's right to any payments or benefits
otherwise due from TurboChef) as TurboChef reasonably requests under the
circumstances to mitigate or challenge such tax; provided, however, if TurboChef
or TurboChef's accountants determine that no Gross Up Payment would be payable
under this section 4(f) if Executive waives Executive's right to receive a part
of such payments and such part does not exceed $10,000, Executive agrees to
irrevocably waive Executive's right to receive such part of such payments if an
independent accountant or lawyer retained by Executive and paid by TurboChef
agrees with the determination made by TurboChef or TurboChef's accountants.
The term "Gross Up Payment" as used in this Employment Agreement shall
mean a payment to or on behalf of Executive which shall be sufficient to pay (i)
any excise tax described in this section 4(f) in full, (ii) any federal, state
and local income tax and social security or other employment tax on the payment
made to pay such excise tax as well as any additional excise tax on such payment
and (iii) any interest or penalties assessed by the Internal Revenue Service on
Executive if such interest or penalties are attributable to TurboChef's failure
to comply with its obligations under this section4(f) or applicable law. Any
determination under this section4(f) by TurboChef or TurboChef's accountants
shall be made in accordance with Section 280G of the Code and any applicable
related regulations (whether proposed, temporary or final) and any related
Internal Revenue Service rulings and any related case law and, if TurboChef
reasonably requests that Executive take action to mitigate or challenge, or to
mitigate and challenge, any such tax or assessment and Executive complies with
such request, TurboChef shall provide Executive with such information and such
expert advice and assistance from TurboChef's accountants, lawyers and other
advisors as Executive may reasonably request and shall pay for all expenses
incurred in effecting such compliance and any related fines, penalties, interest
and other assessments.
(g) BENEFITS AT TERMINATION OF EMPLOYMENT. Executive upon Executive's
termination of employment shall have the right to receive any benefits payable
under TurboChef's employee benefit plans, programs and policies which Executive
otherwise has a nonforfeitable right to receive under the terms of such plans,
programs and policies (other than severance benefits) independent of Executive's
rights under this Employment Agreement in addition to any base salary under
section 3(a) which accrued as of
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the termination date and are expressly payable under this section 4 without
regard to the reason for such termination of employment.
Sextion 5. COVENANTS BY EXECUTIVE
(a) TurboChef Property.
(1) Executive upon the termination of Executive's employment for
any reason or, if earlier, upon TurboChef's request shall
promptly return all "Property" which had been entrusted or
made available to Executive by TurboChef.
(2) The term "Property" means all records, files, memoranda,
reports, price lists, customer lists, drawings, plans,
sketches, keys, codes, computer hardware and software,
equipment and other property of any kind or description
prepared, used or possessed by Executive during Executive's
employment by TurboChef and, if applicable, any of its
affiliates (and any duplicates of any such property) together
with any and all information, ideas, concepts, discoveries,
and inventions and the like conceived, made, developed or
acquired at any time by Executive individually or, with others
during Executive's employment which relate to TurboChef
business, products or services.
(b) TRADE SECRETS.
(1) Executive agrees that Executive will hold in a fiduciary
capacity for the benefit of TurboChef, and any of its
affiliates, and will not directly or indirectly use or
disclose, any "Trade Secret" that Executive may have acquired
during the term of Executive's employment by TurboChef or any
of its affiliates for so long as such information remains a
Trade Secret.
(2) The term "Trade Secret" means information, including, but not
limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a
technique, a drawing, a process, financial data, financial
plans, product plans, or a list of actual or potential
customers or suppliers that (a) derives economic value, actual
or potential, from not being generally known to, and not being
generally readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or
use and (b) is the subject of reasonable efforts by TurboChef
and any of its affiliates to maintain its secrecy.
(3) This section 5(b) and section 5(c) are intended to provide
rights to TurboChef which are in addition to, not in lieu of,
those rights TurboChef has
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under the common law or applicable statutes for the protection
of trade secrets.
(c) CONFIDENTIAL INFORMATION.
(1) Executive while employed under this Employment Agreement and
thereafter during the "Restricted Period" shall hold in a
fiduciary capacity for the benefit of TurboChef and any of its
affiliates, and shall not directly or indirectly use or
disclose, any "Confidential Information" that Executive may
have acquired (whether or not developed or compiled by
Executive and whether or not Executive is authorized to have
access to such information) during the term of, and in the
course of, or as a result of Executive's employment by
TurboChef or any of its affiliates.
(2) The term "Confidential Information" means any secret,
confidential or proprietary information possessed by TurboChef
or any of its affiliates relating to their businesses,
including, without limitation, trade secrets, customer lists,
details of client or consultant contracts, current and
anticipated customer requirements, pricing policies, price
lists, market studies, business plans, operational methods,
marketing plans or strategies, product development techniques
or flaws, computer software programs (including object code
and source code), data and documentation data, base
technologies, systems, structures and architectures,
inventions and ideas, past current and planned research and
development, compilations, devices, methods, techniques,
processes, financial information and data, business
acquisition plans and new personnel acquisition plans (not
otherwise included in the definition of a Trade Secret under
this Employment Agreement) that has not become generally
available to the public by the act of one who has the right to
disclose such information without violating any right of
TurboChef or any of its affiliates. Confidential Information
may include, but not be limited to, future business plans,
licensing strategies, advertising campaigns, information
regarding customers, Executives and independent contractors
and the terms and conditions of this Employment Agreement.
(d) RESTRICTED PERIOD. The term "Restricted Period" as used in the
Employment Agreement shall mean the twenty-four month period which starts on the
date Executive's employment terminates with TurboChef without regard to whether
such termination comes before or after the end of the Term.
(e) NONSOLICITATION OF CUSTOMERS OR EMPLOYEES.
(1) Executive (i) while employed under this Employment Agreement
shall not, on Executive's own behalf or on behalf of any
person,
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firm, partnership, association, corporation or business
organization, entity or enterprise (other than TurboChef or
one of its affiliates), solicit Competing Business of
customers of TurboChef or any of its affiliates and (ii)
during the Restricted Period shall not, on Executive's own
behalf or on behalf of any person, firm, partnership,
association, corporation or business organization, entity or
enterprise, solicit Competing Business of customers of
TurboChef or any of its affiliates with whom Executive within
the twenty-four month period immediately preceding the
beginning of the Restricted Period had or made contact with in
the course of Executive's employment by TurboChef.
(2) Executive (i) while employed under this Employment Agreement
shall not, either directly or indirectly, call on, solicit or
attempt to induce any other officer, employee or independent
contractor of TurboChef or any of its affiliates to terminate
his or her employment with TurboChef or any of its affiliates
and shall not assist any other person or entity in such a
solicitation (regardless of whether any such officer, employee
or independent contractor would commit a breach of contract by
terminating his or her employment), and (ii) during the
Restricted Period, shall not, either directly or indirectly,
call on, solicit or attempt to induce any other officer,
employee or independent contractor of TurboChef or any of its
affiliates with whom Executive had contact, knowledge of, or
association in the course of Executive's employment with
TurboChef or any of its affiliates as the case may be, during
the twelve month period immediately preceding the beginning of
the Restricted Period, to terminate his or her employment with
TurboChef or any of its affiliates and shall not assist any
other person or entity in such a solicitation (regardless of
whether any such officer, employee or independent contractor
would commit a breach of contract by terminating his or her
employment).
(3) The term "Competing Business" as used in this Employment
Agreement means the development, marketing, selling, licensing
or servicing of appliances utilizing a combination of
microwave and other heating source for cooking food rapidly.
(f) NONCOMPETITION OBLIGATION. Executive while employed under this
Employment Agreement and thereafter during the Restricted Period and within the
United States, shall not organize or form any other business that will conduct
Competing Business and shall not engage in the management of, or provide
consulting concerning the executive management of, Competing Business on behalf
of any business other than TurboChef or its affiliates. Executive acknowledges
and agrees that the territory identified in this section 5(f) are states in
which Executive performs services
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for TurboChef by being actively engaged as a member of TurboChef's management
team in TurboChef's operations in these states.
(g) REASONABLE AND CONTINUING OBLIGATIONS. Executive agrees that
Executive's obligations under this section 5 are obligations which will continue
beyond the date Executive's employment terminates and that such obligations are
reasonable and necessary to protect TurboChef's legitimate business interests.
TurboChef in addition shall have the right to take such other action as
TurboChef deems necessary or appropriate to compel compliance with the
provisions of this section 5.
(h) REMEDY FOR BREACH. Executive agrees that the remedies at law of
TurboChef for any actual or threatened breach by Executive of the covenants in
this section 5 would be inadequate and that TurboChef shall be entitled to
specific performance of the covenants in this section 5, including entry of an
ex parte, temporary restraining order in state or federal court, preliminary and
permanent injunctive relief against activities in violation of this section 5,
or both, or other appropriate judicial remedy, writ or order, in addition to any
damages and legal expenses which TurboChef may be legally entitled to recover.
Executive acknowledges and agrees that the covenants in this section 5 shall be
construed as agreements independent of any other provision of this or any other
agreement between TurboChef and Executive, and that the existence of any claim
or cause of action by Executive against TurboChef, whether predicated upon this
Employment Agreement or any other agreement, shall not constitute a defense to
the enforcement by TurboChef of such covenants.
section 6. MISCELLANEOUS
(a) NOTICES. Notices and all other communications shall be in writing
and shall be deemed to have been duly given when personally delivered or when
mailed by United States registered or certified mail. Notices to TurboChef shall
be sent to TurboChef Technologies, Inc., Xxxxx 0000, Xxx Xxxxxxxxx Xxxxxxx,
Xxxxxxx, Xxxxxxx 00000, Attention: Corporate Secretary. Notices and
communications to Executive shall be sent to the address Executive provided at
the time of employment. Either party may change its address for notice by
notifying the other of the change.
(b) NO WAIVER. Except for the notice described in section 6(a), no
failure by either TurboChef or Executive at any time to give notice of any
breach by the other of, or to require compliance with, any condition or
provision of this Employment Agreement shall be deemed a waiver of any
provisions or conditions of this Employment Agreement.
(c) DELAWARE LAW AND GEORGIA COURTS. This Employment Agreement shall be
governed by Delaware law without reference to the choice of law principles
thereof. Any litigation that may be brought by either TurboChef or Executive
involving the enforcement of this Employment Agreement or any rights, duties, or
obligations under this Employment Agreement, shall be brought exclusively in
either the state courts in and for Xxxxxx County, Georgia or the United States
District Court, Northern District of Georgia, Atlanta Division.
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(d) ASSIGNMENT. This Employment Agreement shall be binding upon and
inure to the benefit of TurboChef and any successor to all or substantially all
of the business or assets of TurboChef. TurboChef may assign this Employment
Agreement to any affiliate or successor, and no such assignment shall be treated
as a termination of Executive's employment under this Employment Agreement.
Executive's rights and obligations under this Employment Agreement are personal
and shall not be assigned or transferred.
(e) OTHER AGREEMENTS. This Employment Agreement replaces and merges any
and all previous agreements and understandings regarding all the terms and
conditions of Executive's employment relationship with TurboChef, and this
Employment Agreement constitutes the entire agreement between TurboChef and
Executive with respect to such terms and conditions. This Employment Agreement
does not replace any previous agreement regarding ownership of inventions or
other intellectual property.
(f) AMENDMENT. No amendment to this Employment Agreement shall be
effective unless it is in writing and signed by TurboChef and by Executive.
(g) INVALIDITY. If any part of this Employment Agreement is held by a
court of competent jurisdiction to be invalid or otherwise unenforceable, the
remaining part shall be unaffected and shall continue in full force and effect,
and the invalid or otherwise unenforceable part shall be deemed not to be part
of this Employment Agreement.
IN WITNESS WHEREOF, TurboChef and Executive have executed this
Employment Agreement in multiple originals to be effective on the first date of
the Term.
TURBOCHEF TECHNOLOGIES, INC. EXECUTIVE
By: /S/ XXXXX X. XXXXX /S/ XXXX XXXX
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Xxxxx X. Xxxxx Xxxx Xxxx
Chief Executive Officer Vice President of Operations
Date: 9/14/04 Date: 9/14/04
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