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Exhibit 6
EMPLOYEE CONFIDENTIALITY, NON-COMPETE
AND SEPARATION AGREEMENT
PARTIES: Company: Ultra Pac, Inc.
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxx 00000-0000
Employee: Xxxxxxx X. Xxxxxx
00000 Xxxxxxxx Xxxx Xxxxxxx
Xxxx Xxxxxxx, Xxxxxxxxx 00000
Dated this 31st day of January, 1997.
AGREEMENT:
WHEREAS, the Company desires to obtain reasonable protection against
unfair competition and reasonable protection of its proprietary and
confidential trade secrets, inventions and other business information that have
been developed and acquired at substantial expense;
NOW, THEREFORE, the parties do hereby agree to the terms set forth as
follows:
1.) Inventions-
(a) Inventions." as used in this Section 1, means any discoveries,
improvements and ideas (whether or not they are in writing or reduced to
practice) or 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:
(1) concern directly the Company's business or the Company's
present or demonstrably anticipated future research or
development;
(2) result from any work the Employee performs for the Company;
(3) use the Company's equipment, supplies, facilities, or trade
secret information; or
(4) the Employee develops during the time the Employee is
performing employment duties for the Company.
(b) The Employee agrees that all Inventions made, authored or conceived by
the Employee during the term of the Employee's employment with the Company
will be the Company's sole and exclusive property. The Employee will, with
respect to any Invention:
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(1) keep current, accurate, and complete records, which will belong to
the Company and will be kept and stored on the Company's premises
while the Employee is employed by the Company;
(2) promptly and fully disclose the existence and describe the nature
of the Invention to the Company in writing, and without request;
(3) assign (and the Employee does hereby assign) to the Company all
of the Employee's rights to the Invention, any applications the
Employee makes for patents or copyrights in any country, and any
patents or copyrights granted to the Employee in any country; and
(4) acknowledge and deliver promptly to the Company any written
instruments that are necessary in the Company's opinion to
preserve 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.
The requirements of this subsection 1(b) do not apply to any
Invention for which no equipment, supplies, facility or trade secret
information of the Company was used and which was developed entirely
on the Employee's own time:, and which does not relate directly to the
Company's business or to the Company's actual or demonstrably
anticipated research or development.
2.) Confidential Information
(a) "Confidential Information," as used in this Section 2, means
information that is not generally known and that is proprietary to the
Company or that the Company is obligated to treat as proprietary. Any
information that the Employee reasonably considers Confidential
Information, or that the Company treats as Confidential Information
(whether the Employee or others originated it and regardless of how the
Employee obtained it) shall be deemed Confidential Information.
(b) Except as specifically authorized by an authorized officer of the
Company or by written Company, policies, the Employee will never use or
disclose Confidential Information to any person not authorized by the
Company to receive it. When the Employee's employment with the Company
ends, the Employee will promptly deliver 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 the
Employee's possession, regardless of who prepared them.
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3.) Trade Secrets-
(a) "Trade Secrets," as used in this Section 3 means information including
product knowledge, a formula, patterns, compilation, program, device,
method, technique, or process, that
(1) has independent economic value because it is not generally
known and not readily ascertainable by competitors; and
(2) is the subject of reasonable efforts to maintain secrecy.
(b) Except as specifically authorized by an authorized officer of the
Company or by written Company policies, the Employee will never use or
disclose a Company Trade Secret to any person not authorized by the
Company to receive it.
4.) Competitive Activities - The Employee agrees that during the term of
the Employee's employment with the Company and for a period of one year after
the Employee's employment with the Company ends:
(a) The Employee will not alone, or in any capacity with another firm:
(1) directly or indirectly engage in any commercial activity that
competes with the Company's business as the Company has
conducted it during the year before the Employee's employment
with the Company ends, within any state in the United States or
within any country in which the Company directly or indirectly
markets or services products or provides services;
(2) in any way interfere or attempt to interfere with the Company's
relationship with any of its current or potential customers,
suppliers, or lenders.
(b) The provisions of this Section 4 shall not prevent the Employee,
during such one-year period after termination, from seeking employment
which would violate subsection 4(a) so long as such employment commences
after the expiration of such one-year period.
5.) Separation Compensation - If at any time, the Employee becomes
involuntarily separated from the Company for reasons other than for
"cause," including but not limited to the bankruptcy of the Company, the
Company will pay the Employee a severance amount up to thirty-six (36)
weeks base salary at the Employee's then current base rate of compensation,
upon the Employee delivering a release of the Company in form acceptable
to the Company. "Cause" shall be defined as any one of the following:
(a) failure to show up for work;
(b) gross misrepresentation of financial or other significant Company
information;
(c) theft or stealing from the Company; or
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(d) moral or criminal misconduct .
The separation payments, to a total amount of thirty-six (36) weeks,
will be paid to Employee by the Company in three (3) increments of twelve
(12) weeks each with payments being made at the normal pay frequency and
on the normal payroll dates as follows:
(1) The initial twelve (12) week increment shall be paid following
Employee's termination of employment from the Company, for reasons
other than for "cause," as defined above;
(2) After the initial twelve (12) week increment has lapsed, if Employee
has still not found suitable employment, an additional twelve (12)
week increment of payments will be made; and
(3 ) After the second twelve (12) week increment has lapsed (i.e.,
twenty-four (24) weeks after termination of employment from the
Company), if Employee has still not found suitable employment, the
final twelve (12) week increment of payments will be made.
All taxes will be withheld in accordance with state and federal tax laws.
In the event that the Company is sold and Employee is terminated, Company
will pay a severance amount as set forth In the change of control
agreement between the Company and Employee in lieu of the foregoing.
6.) Remedy - The Employee understands that the Company may not have an
adequate remedy at law for the threatened breach or breach of any covenant set
forth in this Agreement and agrees that in the event of any breach, or
threatened breach, the Employee shall reimburse the Company for its reasonable
attorneys' fees and costs incurred in enforcing its rights under this Agreement.
The Employee further agrees that in the event of a breach or a threatened
breach, in addition to other remedies which may be available to it, the Company
has the right to xxx in equity and enjoin the Employee for a breach or
threatened breach of this Agreement.
7.) Miscellaneous-
(a) Modification - This Agreement may be modified or amended Only in
writing signed by both the Company and the Employee
(b) Governing Laws - The laws of the State of Minnesota will govern the
validity, construction and performance of this Agreement. Any legal
proceedings related to this Agreement will be brought in an appropriate
Minnesota court, and both the Company and the Employee hereby consent to
the exclusive jurisdiction of the courts in Minnesota for this purpose
(c) Construction - Wherever possible, each provision of this Agreement
will be interpreted so that it is valid under the applicable law. If any
provision of this Agreement
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is to any extent invalid under the applicable law, that provision will
still be effective to the extent it remains valid, the reminder of this
Agreement also will continue to be valid, and the entire Agreement will
continue to be valid in other jurisdictions.
(d) Captions - The headings in this Agreement are for convenience only
and do not affect the interpretation of this Agreement.
(e) Notices - All notices and other communications required or permitted
under this Agreement shall be in writing and sent by registered
first-class mail.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
COMPANY:
ULTRA PAC., INC
By
-----------------------------
Its
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
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