EXHIBIT 10.15
CELL ROBOTICS, INC.
EMPLOYMENT AGREEMENT
CELL ROBOTICS, INC., a New Mexico corporation ("Company"), and H. Xxxxxx
Xxx ("Employee") agree:
1. Employment.
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Company hereby employs Employee for the period beginning on the date
of this Employment Agreement, and ending upon discharge or resignation of
Employee (hereinafter called the "Employment Period"). During the Employment
Period, Employee will serve without additional compensation in all capacities
to which Employee is elected or appointed by Company or any related entities.
Employee will devote sufficient time and energies to the business of Company
to accomplish the duties assigned, will perform to the best of Employee's
ability all duties assigned to Employee by Company and will devote Employee's
best efforts to advance the interests of Company.
2. Compensation.
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For all services performed by Employee for Company during the
Employment Period, Company will pay Employee such salary as determined by
Company and Employee. Employee will be entitled to participate in employee
benefit plans established by Company.
3. Reimbursement of Expenses.
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Company recognizes that Employee, in performing Employee's duties
under this Employment Agreement, will be required to spend sums of money in
connection with those duties for the benefit of Company. Employee may present
to Company an itemized voucher listing expenses paid by Employee in the
performance of Employee's duties on behalf of Company, and on presentation of
such itemized voucher, Company will reimburse Employee for all reasonable
expenses itemized thereon, including, but not limited to, travel, meals and
lodging.
4. Holidays, Vacation and Sick Leave.
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Employee will be entitled to 11 holidays, 15 days vacation and 9
days sick leave per year as agreed to by Company. During such holidays,
vacation and sick leave, Employee will receive Employee's usual compensation.
5. Restrictions.
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Employee may not during the Employment Period, and for a period of
one year following the termination of the Employment Period, directly or
indirectly, own, manage, operate, invest in, control, be employed by,
participate in, or be connected in any manner with the ownership, management,
operation or control of any business within the state of New Mexico which is
similar to or competing with a business conducted by Company at any time
during the Employment Period.
6. Confidential Information; Inventions.
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As a condition of employment, Employee agrees to execute an Employee
Confidential Information and Inventions Agreement, in the form attached hereto
as Exhibit A.
7. Resignation and Discharge.
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Employee may resign by giving 10 working days' prior written notice
to Company before resigning; Employee's death will constitute a resignation.
Company may discharge Employee at any time without cause upon 10 working days'
prior written notice to Employee. If the Employment Period is terminated by
resignation or discharge, Employee will be paid Employee's salary on a pro
rata basis through the date of resignation or discharge, and if requested by
Company, Employee will continue to render Employee's services through the date
of resignation or discharge. If during the Employment Period Employee
violates any term or condition of the Employment Agreement or fails to perform
any obligation contained in this Employment Agreement, Company may immediately
discharge Employee without liability for salary after the date of the
discharge and without any other liability to Employee.
8. Change in Control Provisions.
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If there is a "Change in Control" of the Company, and if the "Change
in Control" results in the termination of the Employee or the Employee decides
to resign within 45 days of the "Change in Control" action, then the Company
shall be obligated to pay to Employee Termination Payments equal to, in the
aggregate, the Employee's then prevailing annual total compensation including
base salary and fringe benefits. Such payments shall be due and payable in
twelve (12) equal monthly installments commencing one month after the
Termination Date.
"Change in Control" shall mean any transaction of the Company involving:
- The merger or consolidation of the Company into or with another entity
where the Company"s shareholders receive less than 50% of the outstanding
voting securities of the new or continuing entity,
- the sale of all or substantially all of the Company's assets,
- any person becoming a beneficial owner, directly or indirectly, of the
securities of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities.
9. Personnel Policies.
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Company's personnel policies apply to all of Company's employees,
including Employee, and describe additional terms and conditions of employment
of Employee. Those terms and conditions, as they may be revised from time to
time by Company, are incorporated by reference into this Employment Agreement.
Company reserves the right to revise the personnel policies from time to
time, as Company deems necessary. If any personnel policy provisions conflict
with a provision of this Employment Agreement, the terms of the Employment
Agreement will govern.
10. Arbitration.
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Any controversy arising out of this Employment Agreement or the
breach of any term or condition of this Employment Agreement will be settled
by arbitration in the city in which the principal office of the Company is
located in accordance with the rules then in effect of the American
Arbitration Association, and judgment upon the award rendered may be entered
in any court having jurisdiction thereof.
11. Binding Effect.
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This Employment Agreement constitutes the entire understanding of
the parties with respect to its subject matter, may be modified only in
writing signed by the parties, is governed by and construed in accordance with
the laws of New Mexico and will bind and inure to the benefit of Employee and
Employee's personal representative and Company and Company's successors and
assigns.
DATED: December 5, 1996
COMPANY: EMPLOYEE:
CELL ROBOTICS, INC.,
a New Mexico corporation
By: /s/ Xxxxxx X. Xxxxxxxx 12/5/96 /s/ H. Xxxxxx Xxx 12/6/96
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Xxxxxx X. Xxxxxxxx Date H. Xxxxxx Xxx Date
Its President
