SAC TECHNOLOGIES, INC.
NONCOMPETITION AND NONDISCLOSURE AGREEMENT
(Standard Employee Agreement)
AGREEMENT entered into as of the 17th day of April, 1997, by and
between SAC TECHNOLOGIES, INC., a Minnesota corporation (the "Company"), and Xxx
Xxxxxxxxx (the "Employee");
WHEREAS, the Employee desires to be employed by the Company commencing
on April 17, 1997; and
WHEREAS, the Company will employ the Employee only under and pursuant
to the terms of this Agreement and subsequent to the execution of this Agreement
by the Employee;
NOW, THEREFORE, in consideration of the premises, in consideration of
the employment of the Employee by the Company, in consideration of the mutual
promises of the parties hereto, and for other good, valuable and sufficient
consideration,
IT IS HEREBY AGREED:
1. EMPLOYMENT. The employment of the Employee pursuant to this Agreement shall
commence on the date set forth above and shall be an employment at will. The
Employee hereby accepts such employment and understands that, because the
Employee's employment is at will, the Employee's employment may be terminated at
any time without notice and without reason or cause.
2. RELATIONSHIP BETWEEN PARTIES. The relationship between the Company
and the Employee shall be that of employer and employee, and the Employee shall
be entitled to participate, to the extent deemed reasonable by the Board of
Directors of the Company, in any plans, arrangements or distributions by the
Company pertaining to, or in connection with, any pension, bonus,
profit-sharing, medical reimbursement, group life insurance, medical and
hospitalization insurance, disability insurance, vacation policy or other
benefit made available to employees. All benefits will be made available in
accordance with then existing Company policy and may be changed, altered or
eliminated by the Company without the Employee's consent. Nothing contained
herein shall be construed to give the Employee any interest in the assets of the
Company. All of the records of any and all business ventures in which the
Company from time to time may become involved, and all of the records and files
pertaining to the Company's suppliers, strategic allies, licensers, licensees
and customers are herein specifically acknowledged to be the property of the
Company and not that of the Employee.
3. COMPENSATION; DUTIES. The Employee's duties and responsibilities,
and initial compensation and benefits are described on Exhibit A attached
hereto.
4. PROTECTION OF TRADE SECRETS AND RELATED MATTERS.
a. Nondisclosure Agreement. The Employee shall not during the
term of the Employee's employment or at any time thereafter divulge,
furnish or make accessible to anyone or use in any way other than for
the benefit of the Company in the ordinary course of business of the
Company any trade secrets or confidential information of the Company or
of any strategic ally, licensee, licenser, vendor, or any other person
or entity with which or with whom the Company has or has had any
business relationship which the Employee has acquired or has become
acquainted with or will acquire or become acquainted with during the
term of the Employee's employment, whether developed by the Employee or
by others. Confidential information includes any information or
compilation of information that derives independent economic value from
not being generally known or readily ascertainable by proper means by
other persons and which relates to any aspect of the Company's
business, or the business of any other person or entity with whom the
Company has or has had a business relationship as aforesaid, including,
but not limited to, trade secret information relating to the Company's
scientific technology, processes, systems and products; the Company's
research and development; the Company's philosophies and strategies;
the Company's vendor and customer lists; all information with respect
to "Inventions" described in Subparagraph b. of this Paragraph 4; and
any such similar confidential information of a strategic ally, vendor,
licensor, licensee or other person or entity with whom or with which
the Company has or has had a business relationship which has been
divulged to the Company by such individuals or entities. All
information disclosed to the Employee, or to which the Employee obtains
access, whether originated by him or her or by others, during the
period of this employment, which the Employee has reasonable basis to
believe to be confidential information, or which is treated by the
Company as being confidential information, shall be presumed to be
confidential information.
b. Patent and Related Matters.
(1) Disclosure and Assignment. The Employee will
promptly disclose in writing to the Company complete
information concerning each and every invention, discovery,
improvement, idea, device, design, apparatus, practice,
process, method or product, whether patentable or not and
including those which may be subject to copyright protection,
made, developed, perfected, devised, conceived or first
reduced to practice by the Employee, either solely or in
collaboration with others, during the term of the Employee's
employment, whether or not during regular working hours
(hereinafter referred to as "Inventions"). The Employee, to
the extent that the Employee has the legal right to do so,
hereby acknowledges that any and all of said Inventions are
the property of the Company and hereby assigns and agrees to
assign to the Company any and all of the Employee's right,
title and interest in and to any and all of said Inventions.
(2) Limitation. It is further agreed and the Employee
is hereby notified that the above agreement to assign
Inventions to the Company does not apply to an Invention for
which no equipment, supplies, facility or confidential
information of the Company was used and which was developed
entirely on the Employee's own time, and
(i) which does not relate (aa) directly to
the business of the Company or (bb) to the Company's
actual or demonstrably anticipated research and
development, or
(ii) which does not result from any work
performed by the Employee for the Company.
(3) Assistance. Upon request and without further
compensation therefor, but at no expense to the Employee, and
whether during the term of this Agreement or thereafter, the
Employee will do all lawful acts, including, but not limited
to, the execution of documents and instruments and the giving
of testimony, that in the opinion of the Company, its
successors and assigns, may be necessary or desirable in
obtaining, sustaining, reissuing, extending and enforcing
United States and foreign copyrights and Letters Patent,
including, but not limited to, design patents, on any and all
of said Inventions, and for perfecting, affirming and
recording the Company's complete ownership and title thereto,
and to cooperate otherwise in all proceedings and matters
relating thereto.
(4) Records. The Employee will keep complete,
accurate and authentic accounts, notes, data and records of
all of said Inventions in the manner and form requested by the
Company. Such accounts, notes, data and records shall be the
property of the Company, and, upon its request, the Employee
will promptly surrender the same to it.
(5) Patents Filed After Termination of Employment.
For purposes of this Agreement, any Invention relating to the
business of the Company on which the Employee files a patent
application within one (1) year after termination of
employment with the Company shall be presumed to cover
Inventions conceived by the Employee during the term of the
Employee's employment, subject to proof to the contrary by
good faith, written and duly corroborated records establishing
that such Invention was conceived and made following
termination of employment.
c. Return of Confidential Information Upon Termination of
Employment. Upon the termination of the Employee's employment, the
Employee agrees to deliver promptly to the Company all records,
manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, accounts, calculations and copies
thereof, which are the property of the Company or which relate in any
way to the business, products, customers, practices or techniques of
the Company, and all other property, trade secrets and confidential
information of the Company, including, but not limited to, all
documents which in whole or in part contain any trade secrets or
confidential information of the Company, which in any of these cases
are in the Employee's possession or under the Employee's control.
d. Injunctive Relief. The parties to this Agreement agree that
the confidential information of the Company is unique, the unauthorized
use or disclosure of which would confer irreparable harm on the
Company, which irreparable harm may not be compensable entirely with
monetary damages. The parties agree that injunctive relief is an
appropriate remedy for breach of the provisions of this Section. Such
injunctive relief shall be in addition to and not in limitation of any
monetary relief or other remedies or rights to which Company is or may
be entitled to at law, in equity or under this Agreement.
e. Continuing Obligations. It is intended that the obligation
of the Employee to perform pursuant to the terms of this Paragraph 4 is
unconditional and does not depend on the performance or nonperformance
of any agreements, duties or obligations between the Company and the
Employee not specifically contained in this Agreement. This Paragraph 4
shall survive the termination of this Agreement and this termination of
the Employee's employment with the Company.
5. NON-COMPETE. In consideration of the Company's employment of the
Employee as aforesaid, the Employee agrees that during the Employee's employment
with the Company and for a period of two (2) years after the termination of the
Employee's employment with the Company for any reason or for no reason, the
Employee agrees that the Employee shall not, directly or indirectly, for himself
or herself, or through, on behalf of, or in conjunction with any person, persons
or entity:
a. own any interest in, manage, operate, join, consult with,
be employed by, or in any other manner participate in or be connected
with, any person or entity which now is, or in the future intends to
be, engaged in the research, development, marketing or selling of
fingerprint identification systems; or
b. attempt to induce any persons or entities to discontinue
doing business with the Company; or solicit or induce any employee or
consultant of the Company to discontinue his or her or its employment
or consultancy with the Company, or compete with the Company for
himself, herself, or itself, or for others.
6. REPRESENTATION. The Employee represents and warrants that the
Employee has fully disclosed to the Company every contract, agreement or
arrangement, written or oral, with respect to any other employment or consulting
relationship, which would interfere or conflict with the performance of the
Employee's duties or obligations under this Agreement, or which would involve
the disclosure of the Company's confidential information.
7. MISCELLANEOUS.
a. The rights and obligations of the Company hereunder may be
transferred to its successors and assigns. The Employee may not,
however, transfer or assign the Employee's rights or obligations
contained in this Agreement.
b. The Employee agrees that the provisions of this Agreement,
particularly the provisions of Paragraphs 4 and 5, are reasonable.
Notwithstanding the foregoing, however, to the extent any provision of
this Agreement shall be invalid or unenforceable, it shall be
considered deleted herefrom and the remainder of such provision and of
this Agreement shall be unaffected and shall continue in full force and
effect. Notwithstanding the foregoing, in the event that any provision
of this Agreement is unenforceable because it is overbroad, then such
provision shall be limited to the extent necessary to make it
enforceable under applicable law and enforced as so limited. The
Employee acknowledges the uncertainty of the law in this respect and
expressly stipulates that this Agreement be given the construction
which renders its provisions valid and enforceable to the maximum
extent (not exceeding its express terms) possible under applicable law.
c. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota.
d. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.
e. This Agreement supersedes any prior employment agreements
between the parties and contains the entire Agreement of the parties
with respect to employment and employment issues. There are no terms
other than those contained herein and therein. No amendment or
modification of this Agreement shall be deemed effective unless or
until executed in writing by the parties hereto with the same formality
attending execution of this Agreement.
f. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered or
certified mail to the Company at the Company's main headquarters, or to
the Employee at the address indicated below.
g. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs,
representatives, successors and assigns.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officers and the Employee has signed this
Agreement as of the day and year first above written.
/s/ Xxxxxx Xxxxxxxxx SAC TECHNOLOGIES, INC.
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(Employee)
0000 Xxxxxx Xxxx Xxxx., Xxxxx X0 By /s/ Xxxxx X. Xxxxx
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Its Chief Executive Officer
Xxx Xxxxx, XX 00000 ----------------------------
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(Address)
###-##-####
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(Social Security Number)
EXHIBIT A
TO
SAC TECHNOLOGIES, INC.
NONCOMPETITION AND NONDISCLOSURE AGREEMENT
WITH
Xxx Xxxxxxxxx
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(Employee)
1. Duties; Responsibilities: Vice President of Finance
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2. Starting Salary: $70,000
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3. Initial benefits:
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(a) Vacation: 3 weeks
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$100,000 Term Life
(b) Life Insurance: Insurance Policy
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(c) Health Insurance: Standard Health Insurance
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Option to Purchase 20,000
shares over 5 years.
4. Stock Options: Options vest quarterly
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