EXHIBIT 10.14
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into effective the 1st day of January 2002 by
and between Vicom, Incorporated ("Employer") and Xxxxx Xxxx ("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ in the capacity and on the terms and
conditions hereinafter set forth, and Employee has agreed to accept such
employment;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter contained, the parties hereto agree as follows:
1. Employment Relationship. Employer hereby employs Employee as
an officer of Employer. Employee accepts such employment and
agrees to perform such duties as may be reasonably requested
by Employer, as directed by Employer. Employee's job
description is set forth in Exhibit A attached hereto and
incorporated herein.
2. Term of Employment. The term of this Agreement and the
performance of Employee's services shall be (thirty-six) 36
months commencing January 1, 2002 and ending December 31, 2004
(the termination date) unless earlier terminated as provided
in Paragraph 8 hereof. The term of employment shall
automatically be extended for twenty four (24) months after
the termination date unless sixty (60) days prior to said date
Employer shall give Employee written notice that the
employment term shall not be so extended.
3. Compensation and Fringe Benefits. For all services rendered by
Employee to Employer in any capacity, Employee shall be
compensated in accordance with the terms set forth in this
section and in Exhibit A, which is attached hereto and made a
part hereof. Employee shall be entitled to participate in and
to be covered by a profit-sharing, pension, life insurance,
accident insurance, health insurance, hospitalization and any
other employee benefit plan effective with respect to
employees of Employer only to the extent he/she shall be
eligible and qualify under the terms of such plans.
4. Indemnification. As a further consideration of accepting
employment with Employer, Employer agrees to indemnify
Employee in the manner and to the full extent permitted or
authorized by the By-Laws of Employer.
5. Authorized Expenses. Employee shall incur expenses in
connection with the business of the Employer only when
authorized by the CEO or other executive officer of Employer.
When Employee is authorized to incur such expenses, the
Employer will reimburse Employee for all such reasonable
expenses upon presentation by Employee, of an itemized account
of such expenditures. All expenses to be incurred which exceed
$1,000.00 require verbal or written preapproval by the CEO.
Employee agrees to re-pay or reimburse the Employer, on
demand, for any expenses which are disallowed as a deduction
for Federal or State income income tax purposes. In addition,
Employer shall reimburse the Employee for Employee's travel
expenses, where such travel is authorized or required by
Employer.
6. Confidential Nature of Employer's Business-Non-Disclosure.
Employee acknowledges that he may receive or contribute to the
production of Confidential Information. For purposes of this
Agreement, Employee agrees that "Confidential Information"
shall be mean information or material proprietary to Employer
or designated as Confidential Information by Employer and not
generally known by non-Employer personnel, of or to which the
undersigned develop or of which the undersigned may obtain
knowledge or access throughout as a result to the
undersigned's relationship with Employer (including
information conceived, originated, discovered or developed in
whole or in part by the undersigned). The Confidential
information includes, but is not limited to, the following
types of information and other forms of information of a
similar nature (whether or not reduced to writing):
discoveries, ideas, concepts, software in various stages of
development diagrams, flow charts, research, development,
diagrams, flow charts, research, development, processes,
procedures, "know-how", marketing techniques and materials,
marketing and development plans, customer names and other
information related of customers, price lists, pricing
policies and financial information. Confidential Information
also includes any information described above which Employer
obtains from another party and which Employer treats as
proprietary or designates as Confidential Information, whether
or not owned by or developed by Employer.
INFORMATION PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER
THE TIME THE UNDERSIGNED FIRST LEARNS OF SUCH INFORMATION, OR GENERIC
INFORMATION OR KNOWLEDGE WHICH THE UNDERSIGNED WOULD HAVE LEARNED IN THE COURSE
OF SIMILAR EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE SHALL NOT BE DEEMED PART OF
THE CONFIDENTIAL INFORMATION. Employee further agrees:
A. To furnish Employer on demand, at any time during or after
employment, a complete list of the names and addresses of all
persons which Employee known has dealt with, are dealing with
or propose to deal with Employer, including present, former
and potential customers and other contacts gained while in the
employ of Employer, whether or not on possession or within the
knowledge of Employer. Such information may be disclosed by
periodic reports to Employer during employment
B. All notes, data, reference materials, sketches, drawings,
memoranda, documentation and records in any way incorporating
or reflecting any confidential Information shall belong
exclusively to Employer and Employee agrees to turn over all
copies of such material in Employees' control to Employer upon
request or upon termination of Employee's employment with
Employer.
C. That during his employment by Employer and thereafter Employee
will hold in confidence and not directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential
Information for any purpose, except in the course of the
undersigned's work for Employer.
D. That inventions or ideas in whole or in part conceived of or
made by Employee during or after the term of his/her
employment or relationship with employer which are made
through the use of Employer's equipment, facilities, trade
secret or time, or which result from any work performed by
Employee for Employer, shall belong exclusively to Employer
and be deemed a part of the Confidential Information for
purposes of this agreement. Employee hereby assigns and agrees
to assign to Employer all rights in and to such Confidential
Information whether for purposes of obtaining patent or
copyright protection or otherwise.
Employee shall acknowledge and deliver to Employer without
charge to Employer, (but at its expense) such written
instruments and to do such other acts, including giving
testimony in support of Employee's authorship or inventorship,
as the case may be, necessary on the opinion of Employer to
obtain patents or copyrights or to otherwise protect or vest
entire right and title in and to confidential in Employer.
E. That he has been given a copy of and has reviewed chapter 325C
of Minnesota status, known as the MINNESOTA UNIFORM TRADE
SECRETS ACT (the "Act") and acknowledges that violation of the
act or of his/her agreements, covenants and representations
contained in this Agreement may give rise of a cause of action
of favor of Vicom against him/her for general and special
damages.
7. Vacations. Employee shall be entitled each year to a vacation
pursuant to standard company policy.
8. Termination of Employment. Upon forty five (45) days written
notice to Employee, Employer may terminate this Agreement and
any benefits provided for Employee hereunder immediately upon
service of written notice on Employee as follows: (i) if
Employee takes employment in competition with Employer in
violation of this Agreement.
9. Death or Disability During Employment. If Employee dies or
becomes disabled during the term or his/her employment,
Employer shall pay the estate of Employee compensation which
would otherwise be payable to Employee up to the end of the
month in which his/her death occurs.
10. Covenant Not to Compete. For a period of one (1) year from the
date of termination of his employment with Employer, for any
reason whatsoever, Employee will not, directly or indirectly
on his own behalf or as a partner, officer, employee,
consultant, agent, shareholder, director or trustee of any
person, firm, corporation or other entity, engage or
participate in any business which engages or participates in
the sale, installation or service of equipment of voice, data
and/or video products and services on the date of such
termination of employment in the State of Minnesota, or call
upon otherwise solicit any account of Employer, wherever they
may be located, or permit his/her name to be used in
connection with any such business or solicitation.
11. Independent Covenants. The covenants on the part of employee
contained in paragraphs 6 and 10 shall be constructed as
Agreement independent of any other provisions in this
Agreement; and it is agreed that relief for any claim or case
of action of Employee against Employer, whether predicated on
this Agreement or otherwise, shall be measured in damages and
shall not constitute a defenses to enforcement by Employee of
those covenants.
12. Injunctive Relief: Attorneys Fees. In recognition of the
irreparable harm that violation of the covenants of Paragraph
6 & 10 would cause Employer, Employee agrees that in addition
to any relief afforded by law, an injunction against such
violation or violations may be issued against him/her and
every other person concerned hereby, it being understood by
the parties that both damages and an injunction shall be
proper modes of relief and are not to be considered
alternative remedies. In the event of any such violation the
Employee agrees to pay the reasonable attorney fees incurred
by Employer in pursuing any of its rights with respect to such
violation, in addition to the actual damages sustained by
Employer as a result thereof.
13. Notices. All notices given hereunder shall be in writing and
shall be personally served or sent by registered or certified
mail, return receipt requested. Notices to Employer shall be
given to Employer at its corporate headquarters which as of
the date of this Agreement is 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx
Xxxx, XX 00000. Notices to Employer or Employees shall be sent
to such other address as Employer or Employee shall specify in
writing to the other.
14. Miscellaneous.
A. The term "subsidiary" shall mean any corporation
partnership or other business entity on which
Employer has a significant financial interest, or
which Employer directly or indirectly, though one or
more intermediaries officers or employees, controls,
or is controlled by, or is under common control with.
B. This Agreement is the entire Agreement between the
parties concerning the subject matter hereof and
supersedes and replaces any existing Agreement
between the parties hereto relating to the employee's
employment. Employer and Employee hereby acknowledge
that there are not Agreements or understandings of
any nature, oral or written, regarding Employee's
employment, apart from this Agreement.
C. No failure on the part of Employer to exercise, and
no delay in exercising any right hereunder will
operate as a waiver thereof, nor will any single or
partial exercise of any right hereunder by Employer
preclude any other or further exercise thereof of the
exercise of any other right.
D. It is further agreed and understood by the parties
hereto that if any part, term or provisions of this
contract should be held unenforceable in the
jurisdiction in which either party seeks enforcement
of the contract, it shall be construed as if not
containing the invalid provisions shall govern the
rights and obligations of the parties.
E. This contract shall be construed and enforced in
accordance with the laws of the State of Minnesota.
F. This agreement is personal in nature and cannot be
assigned by Employee. The terms, conditions and
covenants herein shall be binding upon the heirs and
personal representatives of employee, and the
successors, assigns of Employer and any subsidiary of
Employer.
G. Any controversy or claim arising out of or relating
to this Agreement, or any breach thereof, shall be
settled by arbitration before three arbitrators, and
judgement rendered by the arbitrators, or a majority
of them, may be entered in any court having
jurisdiction thereof. Within 30 days after notice by
either party to the other requesting such
arbitration, each party shall appoint a disinterested
and neutral arbitrator, and the two arbitrators so
appointed cannot agree upon the appointment of a
third arbitrator, then such third arbitrator shall be
appointed by the Chief Judge of the United States
District for the district that then includes the City
of Minneapolis in conformity with the procedures
provided under the Uniform Arbitration Act, as
adopted by the State of Minnesota and as then in
effect. The parties shall each pay their own expenses
in connection with such arbitration and any
proceedings.
IN THE WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
VICOM, INCORPORATED
By
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EMPLOYEE
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EMPLOYER
Exhibits to Employment Agreement dated January 1, 2002 between Vicom, Inc.
(Employer) and Xxxxx Xxxx (Employee).
EXHIBIT A: JOB DESCRIPTION
Position: President, CFO and General Counsel
Reports to: Xxxxxx Xxxx
ESSENTIAL DUTIES AND RESPONSIBILITIES:
1. Legal, management and financial
EXHIBIT B: COMPENSATION
ADDITIONAL STOCK OPTION
(AT MARKET EXERCISE PRICE AT
SALARY START AND ANNIVERSARY DATES
OF THIS AGREEMENT
SUBJECT TO RULES OF 1999 PLAN)
YEAR ONE $125,000 per year 25,000 shares
YEAR TWO $130,000 per year 25,000 shares
YEAR THREE $135,000 per year 25,000 shares
Agreed to:
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Employer Employee
