EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
This Employment Agreement made as of September 1, 1993 is between CAS
Medical Systems, Inc. ("CAS") and Xxxxx X. Xxxxxx ("Xx. Xxxxxx") and sets forth
the terms upon which CAS has agreed to employ Xx. Xxxxxx and he has agreed to be
employed.
1.Term and Scope of Employment Agreement. Xx. Xxxxxx hereby agrees to serve
as President and Chief Executive Officer of CAS at least through August 31, 1996
and CAS agrees to employ him at least through that date as President and Chief
Executive Officer of the corporation. Xx. Xxxxxx further agrees to serve at
least through August 31, 1996 as a director of the corporation, and, if
requested to do-so by the Board of Directors of the corporation, to serve as an
officer or director of'any subsidiary of the corporation, in every case without
additional compensation. Xx. Xxxxxx agrees to devote all of his business time to
the affairs of the corporation and its subsidiaries and have no outside
activities which might conflict with, detract from, or interfere with the best
interests of the corporation.
2.Compensation. As compensation for his services Xx. Xxxxxx shall be paid
an annual salary of $150,000. In each year of employment the Compensation
Committee of the corporation shall review Xx. Xxxxxx' compensation and the
results of operations to determine if he shall be paid a personal bonus, or
increase in compensation. Any increase or bonus shall be based upon all the
circumstances prevailing and shall boa in the sole discretion of the
corporation. Payment of compensation to Xx. Xxxxxx shall be made by the
corporation at monthly or more frequent intervals.
Xx. Xxxxxx shall be entitled to the normal fringe benefits that from time
to time are made available to the senior management of the corporation. Xx.
Xxxxxx shall be entitled to the payment or reimbursement of customary and
appropriate travel and business entertainment expenses.
3.Termination of Employment by Death or Disability. In the event of Xx.
Xxxxxx' death or disability during the term of this Agreement, this Agreement
shall be terminated. For purposes of this Agreement, disability shall mean that
due to injury or illness Xx. Xxxxxx becomes unable to perform generally his
executive duties and such inability is expected to continue for a period of 6
months or longer. In the event the Compensation Committee determines in good
faith on reasonable grounds that such disability has occurred it may terminate
this Agreement as of such date. The corporation shall continue its present or
comparable disability insurance contracts during the term of this Agreement.
4.Inventions and Shop Rights. For the purpose of this Agreement,
"Inventions" means discoveries, concepts, and ideas, whether patentable or not,
concerning any present or prospective activities of the corporation with respect
to Inventions made or conceived by Mr. Scbeps whether or not during the hours of
his employment or with the use of the corporation's facilities, materia1s, or
personnel, either solely or jointly with others, during his employment by the
corporation
a. Xx. Xxxxxx shall inform the corporation promptly and fully of such
Inventions and upon request submit a written report setting forth in detail
the procedures employed and the results achieved;
b. Xx. Xxxxxx shall apply, at the corporation's request and expense,
for United States and foreign letters patent as the corporation shall
desire;
c. Xx. Xxxxxx hereby assigns and agrees to assign to the corporation
all of his rights to such Inventions, and to applications for United States
and/or foreign letters patent and to United States and/or foreign letters
patent granted upon such Inventions;
EXHIBIT 10.1 continued
d. Xx. Xxxxxx shall acknowledge and deliver promptly to the
corporation without charge to the corporation but at its expense, such
written instruments and do such other acts, such as giving testimony and
support of his inventorship, as may be necessary in the opinion of' the
corporation to obtain and maintain United States and/or foreign letter
patent and to vest the entire right and title thereto in the Employer;
e. The corporation shall also have the royalty-free right to use in
its business, and to make, use and sell products, processes, and/or
services derived from any inventions, discoveries, concepts, and ideas
whether or not patentable, including but not limited to processes, methods,
formulas, and techniques, as well as improvements thereof or know-how
related thereto, which are not within the scope of Inventions as defined
herein but which are conceived or made by Xx. Xxxxxx during the hours which
he is employed by the corporation or with the use or assistance of the
corporation's facilities, materials, or personnel.
5.The corporation shall continue to maintain at its expense a life
insurance policy naming Xx. Xxxxxx as the insured party in the amount of not
less than $250,000. Xx. Xxxxxx shall have the right to select the beneficiary of
such policy. Such policy will be in addition to any insurance policy naming Xx.
Xxxxxx as the insured party the corporation maintains wherein the corporation is
named as the sole beneficiary.
6. The corporation shall continue to provide at its expense medical, dental
and hospitalization insurance for Xx. Xxxxxx and his dependents in amounts and
on terms no less favorable than that presently provided to him.
IN WITNESS WHEREOF, the parties have executed this Agreement.
CAS MEDICAL SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx
Secretary
