1
Exhibit 10.12
UROPLASTY, INC. AND SUBSIDIARIES
Employment Agreement between Uroplasty, Inc. and Xxxxxx X. Major
dated December 7, 1999
UROPLASTY, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
effective the 8th day of November, 1999, between Uroplasty, Inc., a Minnesota
corporation, located at 0000 Xxxxxx Xxxxxx X.X., Xxxxxxxxxxx, Xxxxxxxxx, 00000
(hereinafter referred to as the "Company") and Xxxxxx X. Major, who resides at
0000 000xx Xxxx XX, Xxxxxx, Xxxxxxxxx 00000 (hereinafter referred to as
"Employee").
1. EMPLOYMENT. The Company hereby employs Employee as Chief Financial
Officer and Corporate Secretary of the Company and Employee accepts such
employment and agrees to serve the Company with undivided loyalty and to the
best of his ability promote the interests and business of the Company and to
devote his full business time, energy and skill to such employment.
2. DUTIES AND POWERS.
(a) Employee shall report to the President and Chief Executive
Officer of the Company.
(b) Employee shall perform such duties as a Chief Financial Officer
and Corporate Secretary would customarily perform and such other duties as may
be assigned to him from time to time by the President and Chief Executive
Officer.
3. TERM. The term of this Agreement shall commence on November 8, 1999,
and shall continue indefinitely, until such time, if any, that this Agreement is
terminated pursuant to Section 9 herein.
4. BASE SALARY. The Company shall pay to Employee a base salary of One
Hundred Twenty Thousand Dollars ($120,000.00) per year, which shall be paid in
installments payable at least twice per month, and such amount shall be adjusted
at least on an annual basis pursuant to the mutual agreement of the Company and
Employee.
5. FRINGE BENEFITS. During the term of Employee's employment with the
Company, the Company shall provide to Employee the right to participate in all
fringe benefits and perquisite and benefits programs as are made available to
employees or executives of the Company from time to time, including, without
limitation, health-care coverage provided by the Company or a third party under
contract with the Company and three weeks per year paid vacation.
6. REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall reimburse
Employee for the reasonable and necessary expenses incurred in connection with
the performance of his duties in accordance with the policies and procedures of
the Company governing such expenses, upon presentation of appropriate vouchers
for said expenses.
7. CONFIDENTIALITY AGREEMENT. Contemporaneously herewith and in
connection with this Agreement, the parties have also entered into that certain
Employee Confidentiality, Inventions, Non-Solicitation and Non-Compete
Agreement, which shall supercede any other agreement entered into previously
between the Company and employee having a similar purpose or effect, such as but
not
2
limited to the Employee Patent and Confidential Information Agreement.
Agreements referred to in this Section 7 of this Agreement shall collectively be
referred to herein as the "Confidentiality Agreements".
8. EMPLOYEE STOCK OPTION AGREEMENT. Contemporaneously herewith and in
connection with this Agreement, the parties hereto have entered into that
certain Employee Stock Option Agreement No. 62.
9. TERMINATION. Employee's employment with the Company may be terminated
by the Company or Employee, with or without cause, upon thirty (30) days'
written notice to the other party. Such employment may also be terminated
immediately by the Company by written notice to Employee for the following
events which would constitute "Cause": (a) Employee is convicted of a felony,
(b) Employee has committed any theft or fraudulent act or has acted dishonestly
with respect to any business of the Company, (c) Employee has engaged in
substance abuse, or (d) Employee has breached any agreement made between
Employee and the Company, including, without limitation, the Confidentiality
Agreements, as defined in Section 7 hereto. In no event shall termination for
Cause be based solely on Employee's employment performance.
10. SEVERANCE PAYMENT. If the Company, its successors or assigns terminate
this Agreement without Cause, the Company, its successors or assigns shall
continue to pay to Employee his monthly base salary for a period equal to one
month following such termination for each full year of employment with the
Company, provided, however, that the Company shall have no obligation to make
such payments if Employee has breached any term or provision of the
Confidentiality Agreement, as defined in Section 7 hereto. In no event shall
post-termination payments payable pursuant to this paragraph be made to Employee
for a period less than four (4) or greater than twelve (12) months.
11. SEVERABILITY. If any provision of this Agreement shall be held by any
court of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be construed and enforced as if it had been more narrowly drawn
so as not to be illegal, invalid or unenforceable, and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability of any other provision of this Agreement.
12. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which he or it may be entitled.
13. WAIVER OF BREACH. Any waiver by either party of compliance with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement.
14. AMENDMENT. This Agreement may be amended only in writing, signed by
both parties.
15. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties with regard to all matters contained herein. Other than those
agreements referred to in this Agreement, there are no other agreements,
conditions or representations, oral or written, expressed or implied, with
regard thereto. This Agreement supersedes all prior agreements, if any, relating
to the employment of Employee by the Company.
3
16. BINDING EFFECT. This Agreement is and shall be binding upon the heirs,
personal representatives, legal representatives, successors and assigns of the
parties hereto; provided, however, Employee may not assign this Agreement.
17. NO THIRD PARTY BENEFICIARIES. Nothing herein expressed or implied is
intended or shall be construed as conferring upon or giving to any person, firm
or corporation other than the parties hereto any rights or benefits under or by
reason of this Agreement.
18. NOTICES. Any notice to be given under this Agreement by either
Employee or the Company shall be in writing and shall be effective upon personal
delivery or delivery by mail, registered or certified, postage prepaid with
return receipt requested. Mailed notices shall be addressed to the party at the
address set forth at the beginning of this Agreement, but each party may change
its or his address by written notice in accordance with this paragraph. Notice
delivered personally shall be deemed given as of actual receipt and mailed
notices shall be deemed given as of three business days after mailing.
19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute but one and the same agreement.
20. GOVERNING LAW. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Minnesota, without giving effect to
conflict of law principles contained therein. The venue for any action hereunder
shall be in the State of Minnesota, whether or not such venue is or subsequently
becomes inconvenient, and the parties consent to the jurisdiction of the courts
of the State of Minnesota, County of Hennepin, and the U.S. District Court,
District of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above:
UROPLASTY, INC. EMPLOYEE:
Signature:
------------------------------------------- -----------------------------------------------------
Xxxxxx X. Major
Print Name: Date:
------------------------------------------ ------------------------------------------------
Title: Date:
------------------------------------------- ------------------------------------------------
