EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective on the 1st
day of April 1996 (the "Effective Date") by and between Anchor Advanced
Products, Inc., a Delaware corporation with principal offices at 0000 Xxxxxxxxxx
Xxxxx, Xxxxx X-000, Xxxxxxxxx, Xxxxxxxxx 00000-0000 (the "Employer) and
_________________________________________ , an individual residing at 0000 Xxxxx
Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (the "Employee").
In consideration of the mutual agreements set forth below and for other
new, good and valuable consideration given by each party to this Agreement to
the other, the receipt and sufficiency of which are hereby acknowledged, the
Employer agrees to hire the Employee, and the Employee agrees to serve the
Employer, all under the terms and subject to the conditions that follow:
1. Employment and Duties. The scope and duties of the Employee's employment
shall be as follows:
a. The Employee shall serve the Employer on a full-time basis during
the term of this Agreement with the titles of Chairman, President and Chief
Executive Officer. As such, the Employee shall diligently and faithfully
(i) direct, oversee and manage the total business of the Employer as its
principal executive officer, and (ii) perform such other services as are
assigned from time to time by the Employer's board of directors (the
"Board") or are agreed to by the Employee and the Employer. The Employee
shall report to the Board.
b. The Employee shall devote his entire business-day attention and
energies and use his best efforts in his employment with the Employer. The
Employee understands that his position requires frequent air travel, often
with overnight stays for more than one night.
c. The Employee shall be elected Chairman, President and Chief
Executive Officer of the Employer and will serve in such officerships at
the pleasure of the Board.
d. The Employee will accept a directorship of the Employer if, and for
the term, elected.
e. The parties recognize that immediately prior to the Effective Date
the Employee was an employee at will of the Employer and that the execution
and delivery of this Employment Agreement is valuable consideration to the
Employee in support of the provisions of this Agreement including the
provisions of paragraph 6(c), below.
2. Term. The term of this Agreement shall commence on the Effective Date
and shall continue until _______________________ unless earlier terminated as
provided in this Agreement. This Agreement may be extended by written instrument
signed by the parties specifically referring to this Agreement. The initial term
of this Agreement as may be so extended is referred to in this Agreement as the
"Term."
3. Compensation and Benefits. In consideration for entering into this
Agreement and as full compensation for his services during the Term, the
Employee shall receive the following compensation and benefits:
a. The Employee shall receive a base salary computed at the rate of at
least ______ per calendar year (the "Base Salary"), paid in installments in
accordance with the Employer's normal payment schedule for executive
employees, but not less frequently than bimonthly. The Employee's
performance will be reviewed from time to time during the Term, but at
least annually. Based upon the Employee's performance, the Board may, in
its sole, absolute discretion, increase the Employee's Base Salary.
b. In addition to the Base Salary described above, the Employee shall
be eligible to receive an annual bonus of an amount up to __ percent of the
Employee's Base Salary at the time the bonus is computed (the "Bonus"). The
Bonus will be computed on the Employer's financial and other results and
the overall performance of the Employee as determined in the sole absolute
discretion of the Board. The Bonus shall be paid, if at all, in the year
following the year in which it is earned.
c. In addition to the remuneration set forth in paragraphs 3(a) and
(b), above, the Employee shall be entitled to the following benefits: (i)
four (4) weeks of paid vacation per calendar year, pro rated for part of
any calendar year worked during the Term, to be taken at a time or times to
be mutually agreed by the Employer and the Employee; (ii) participation as
of the Effective Date for the Employee and, at his option, his spouse and
children, in the medical and hospitalization insurance plans (including
their dental and pharmaceutical components) of the Employer, subject to
deductibles, stop losses and Employee contributions to cost as are required
for other executive employees of the Employer, all as are in effect from
time to time during the Term; (iii) participation as of the Effective Date,
at no cost to the Employee, in the Employer's life insurance program, such
insurance to be equal to the Employee's base salary plus, at the Employee's
option, additional amounts of life insurance equal to one or two times such
base salary, as well as participation in the Employer's long-term
disability insurance program, such additional life insurance and long-term
disability insurance being subject to the Employee's contribution to cost
as required for other of the Employer's executive employees, all as are in
effect from time to time during the Term; (iv) participation in the
Employer's Supplemental Executive Retirement Plan ("SERP") in accordance
with the provisions of the form of SERP Agreement attached to this
Agreement as Exhibit A (which the Employer and Employee acknowledge has
been signed by them both in such form); (v) participation in the Anchor
Advanced Products, Inc. Employee Savings Plan, (vi) use of a company-leased
car; (vii) participation in the Anchor Holdings, Inc. Time Accelerated
Restricted Stock Option Plan; (viii) compensation under the November 18,
1994 Supplemental Compensation Agreement (which the Employer and Employee
acknowledge has been signed by them both in such form); (ix) reimbursement
for documented reasonable travel and other expenses incurred in connection
with the Employee's services under this Agreement; (x) reimbursement of
annual dues to Club Xx Xxxxx, or other similar private dining
establishment, and to a country club in the Knoxville, Tennessee area; and
(xi) all other benefits hereinafter established and offered generally to
the executive employees of the Employer.
d. The Employer may withhold from compensation or benefits payable to
the Employee under this Agreement all federal, state or local taxes or
other governmental obligations with respect to the Employee or garnishments
that may be required pursuant to law. The Employer
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may set off from such compensation or benefits any amount which the
Employee may owe to the Employer in connection with this Agreement or his
Employment.
e. Each and every benefit described in this paragraph 3 shall be
subject to the terms and conditions of the benefit's applicable underlying
plan and or insurance document, if any, each of which is available to the
Employee for inspection at the Employer's principal offices. Employee
hereby acknowledges that prior to the Effective Date he has had access to,
and the opportunity to examine, all of such plans and documents and to
obtain answers to all of his questions with respect thereto. The
implementation of all benefits applicable to the Employee during the Term
are subject to the policies and procedures established and issued by the
Employer from time to time and applicable to its executive employees. The
Employer does not guarantee the adoption or continuation of any particular
employee benefit plan or program.
f. The Employer and Employee acknowledge that all of the benefits
specifically described in paragraph 3(c), above, are currently in effect.
4. Termination of Agreement. Notwithstanding the provisions of paragraph 2,
above, this Agreement shall expire prior to the end of the Term upon the
happening of any of the following termination events ("Termination Events"):
a. Termination by the Employee. Termination by the Employee upon
thirty (30) days' prior written notice to the Employer if the Employer
shall be in material breach of this Agreement or shall require the employee
to perform duties on an ongoing basis that are not consistent with those
described in paragraph 1(a)(i), above.
b. Termination by the Employer. Termination by the Employer (i) upon
thirty (30) days' prior written notice to the Employee if the Employee
shall become mentally or physically disabled such that the Employee is
unable to perform his duties under this Agreement in a material way and
such inability shall continue for a period in excess of one hundred eighty
(180) consecutive days or in excess of two hundred ten (210)
non-consecutive days in any twelve (12)-month period; provided that, upon
such disability, but prior to such termination, the Board shall have the
right to suspend the Employee from his duties under this Agreement but
without loss of compensation or other benefits to the Employee; (ii)
immediately upon written notice to the Employee for "just cause;" or (iii)
without just cause and for no reason (but with compensation as set forth in
paragraph 5(a), below) immediately upon notice to the Employee. For
purposes of this Agreement, the term "just cause" shall mean, (a) the
Employee's commission of any act of fraud or dishonesty with respect to the
Employer or its business, (b) the Employee's conviction of a felony under
the laws of the United States or any state, (c) the Employee's willful or
grossly negligent violation of any applicable federal or state law (or rule
or regulation thereunder) governing the Employer's business, or (d) the
Employee's willful and continued failure to act in accordance with the
proper and lawful direction of the Board or to devote his full time and
best efforts to the Employer (other than any failure resulting from an
illness or other similar incapacity or disability), in either event for 10
days after a written demand for performance is delivered to the Employee on
behalf of the Board which specifically identifies the manner in which it is
alleged that the Employee has not followed such directives or devoted such
time and efforts, as the case may be; and
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c. Automatic Termination upon Death. Automatically upon the death of
the Employee.
5. Rights upon Termination.
a. In the event that employment is terminated pursuant to paragraph
4(a), 4(b)(i), 4(b)(iii) or 4(c), above, the Employer and the Employee
recognize and understand that the actual damages to the Employee would be
difficult if not impossible to ascertain. Therefore, in lieu of any other
rights to which the Employee may be entitled, the Employee shall be paid by
Employer, in respect of such termination, as severance pay or as liquidated
damages, or both, but not as a forfeiture, and, except with respect to
termination as a result of the Employee's death, in support of the
Employee's covenants in paragraph 6(c), below, the amount (the "Severance
Amount") described in paragraphs 1 and 9, respectively, of Exhibit B
attached to this Agreement. In the event the employment of the Employee is
terminated (i) by the Employer for "just cause" pursuant to paragraph
4(b)(ii), above, (ii) upon the voluntary resignation of the Employee
without cause or reason, or (iii) as a result solely of the expiration of
the Term, then, at its option, the Employer may elect to pay to the
Employee the Severance Amount described in paragraphs 3(a) and (b),
respectively, of Exhibit B in support of the Employee's covenants in
paragraph 6(c), below. If the Employer elects not to make payment of the
Severance Amount described in the preceding sentence then the Employee
shall not be bound by the covenants set forth in paragraph 6(c)(1), but
only to the extent that such covenants are not duplicative of other legal
duties owed by the Employee to the Employer, including, without limitation,
fiduciary duties and duties of loyalty, or requirements of law applicable
to the Employee. Whether or not the Employer pays the Severance Amount in
paragraph 3 of Exhibit B, the Employee shall be bound by the covenants in
paragraphs 6(c)(2) and (3) to the extent that such covenants are
enforceable under this Agreement or are duplicative of legal duties owed by
the Employee to the Employer, including, without limitation, fiduciary
duties, duties of loyalty, or requirements of law applicable to the
Employee. Nothing in this paragraph 5 shall be deemed to relieve the
Employee of the obligations set forth in paragraph 6(a), below
b. The Severance Amount due pursuant to Exhibit B shall be paid in
quarterly installments in arrears on the first business day of each
calendar quarter following the date of termination until paid in full. If
the Employee is entitled to receive the Severance Amount under this
Agreement, the Employee shall not be required to mitigate the amount of any
payment provided thereby by seeking other employment or otherwise, but if
the Employee does obtain another employment, each one ($1.00) dollar of
base salary (plus bonus to the extent that the Severance Amount includes
Bonus) received from such other source during the period that the Employer
is required to make payment of the Severance Amount shall reduce each one
dollar ($1.00) of such Severance Amount by seventy five ($.75) cents.
c. Other than as expressly set, forth in this paragraph 5, upon
termination of this Agreement, the Employer shall have no further
obligation to the Employee under this Agreement or otherwise, except that,
the Employee (or his estate, as the case may be) shall be entitled to
receive all salary and benefits to which the Employee is entitled up to and
including the effective date of such termination. In addition, after the
termination of the Employee's employment, the Employee's entitlement to
rights and benefits as of the date of such termination under any Employee
benefit plans maintained by the Employer in which the Employee
participates, shall be determined and paid in accordance with such plans.
All amounts, including the Severance Amount to which the Employee may be
due under this paragraph 5, shall be subject to offset or deduction for
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amounts which the Employee owes to the Employer or for any loss or damage
the Employer has suffered or may suffer as a result of the Employee's acts
or omissions.
d. Upon termination or earlier expiration of this Agreement, the
Employee will, or in the event of his death his estate will, immediately
return to the Employer all written confidential and proprietary information
referred to in paragraph 6, below, as well as the Company-leased car and
all other property loaned or consigned to the Employee by the Employer.
6. Confidential Information, Intellectual Property and Competition by the
Employee.
a. The provisions set forth the Employee Agreement Relating To
Intellectual Property and Confidentiality (the "IP Agreement") (in the form
of Exhibit C, attached to this Agreement, and which the Employer and the
Employee acknowledge has been signed by them both in such form) are
incorporated herein by this specific reference thereto.
b. The Employee acknowledges that during the course of his prior
employment with the Employer as an executive manager and during his
employment under this Agreement, the Employee has received and will receive
and has had and will have access to the proprietary and confidential
information of the Employer and also has received and had access to and
will receive and have access to detailed client and customer lists and
information relating to the operations and business requirements of those
clients and customers. Accordingly, the Employee is willing to enter into
the covenants described in paragraph 6(c), below, in order to provide the
Employer with what the Employee considers to be reasonable protection for
the Employer's interests.
c. The Employee hereby agrees that, for the greater of the periods
from the date hereof to and until (i) the first anniversary of the date on
which the Employee ceases to be entitled to the payment of Base Salary from
the Employer, or (ii) in the event the Employee is entitled to the
Severance Amount, the date on which the Employee ceases to be entitled to
the payment of all or part of the Severance Amount, the Employee shall not,
directly or indirectly:
(1) enter into or engage in or assist in any way any business
competitive with the business of the Employer as then conducted or
make, sell or distribute Competitive Products either on the Employee's
own account, or as a partner or joint venturer, or as an employee,
agent, consultant or salesman for any individual or other entity, or
as an officer, director, or stockholder of a corporation, or as a
lender, or otherwise, within the United States of America or any
foreign country in which the Employer actually competes or in which
the Employer has adopted plans to compete during the Term; provided
that, the ownership, in the aggregate, of less than l% of the
outstanding shares of capital stock of any corporation with one or
more classes of its capital stock listed on a national securities
exchange or publicly traded in the over-the-counter market shall not,
by itself, constitute a violation of this paragraph 6(c)(1). For
purposes of this paragraph 6(c)(1), the term "Competitive Products"
shall mean any and all products that are the same as, or which are
competitive with, products that were under development, manufactured
or sold by the Employer or any of its subsidiaries during the two-year
period immediately preceding the termination of the Employee's
employment and the six-month period immediately following such
employment.
(2) solicit or induce, or cause any business, firm or corporation
to solicit or induce (i) the employment of, or employ, any of the
present or future employees or agents
5
of the Employer or any of its subsidiaries, or (ii) business, or
accept business, from customers of the Employer or any of its
subsidiaries, or (iii) customers of the Employer or any of its
subsidiaries to withdraw, curtail or cancel its business with the
Employer or such subsidiary; or
(3) engage in or participate in any business conducted under any
name that shall be the same as or similar to the name "Anchor Advanced
Products, Inc." or any trade name used by the Employer in connection
with its business and operations.
d. The covenants contained in paragraph 6(c), above, are intended to
be separate and severable and enforceable as such.
e. The Employee hereby undertakes that he will immediately notify the
Employer of any offer of employment or any other engagement or arrangement
made to the Employee by any third party or parties which could reasonably
be anticipated to rise to a breach of one or more of the covenants
contained in paragraph 6(c) ("a notifiable offer") and further undertakes
that on receipt of any notifiable offer he will immediately inform the
third party or parties responsible for the notifiable offer to the
existence of those covenants.
f. The panics agree and acknowledge that the duration, scope and
geographic area of the covenant not to compete described in paragraph 6(c),
above, are fair, reasonable and necessary in order to protect the goodwill
and other legitimate interests of the Employer, that adequate consideration
has been provided to the Employee by and under this Agreement for such
obligations, and that such obligations do not prevent the Employee from
earning a livelihood. If, however, for any reason any court (the "Court")
determines under applicable law that the provisions in paragraph 6(c)
pertaining to duration, scope and/or geographic area in relation to
non-competition or competitive products are too broad or otherwise
unreasonable or that the Employee has been prevented unlawfully from
earning a livelihood (together, such provisions being hereinafter referred
to as "Restrictions), such Restrictions shall be interpreted, modified or
rewritten to include the maximum Restrictions as are valid and enforceable
under applicable law; and, if so, the Court is hereby requested and
authorized by the parties hereto to revise the Restrictions to include the
maximum Restrictions allowed under applicable law and the Restrictions as
so revised shall be binding upon the Employee.
g. In the event of breach of any of the Employee's obligations under
the IP Agreement or under paragraph 6(c), above, the Employer shall have
the right to have such obligation specifically enforced by a court of
competent jurisdiction, including, without limitation, the right to entry
of restraining orders and injunctions, whether preliminary, mandatory,
temporary, or permanent, against a violation, threatened or actual, and
whether or not continuing, of such obligation, without the necessity of
showing any particular injury or damage, and without the posting of any
bond or other security, it being acknowledged and agreed that any such
breach or threatened breach would cause immediate and irreparable injury to
the Employer and that money damages alone would not provide an adequate
remedy.
7. Miscellaneous Provisions. This is a contract for unique personal
services. Neither this Agreement nor any right or obligation arising hereunder
may be assigned by the Employee without the prior written consent of the
Employer; and any purported assignment without such consent shall be null and
void. This Agreement shall be binding upon and inure to the benefit of the
respective successors and permitted assigns of the parties. This Agreement,
together with the
6
documents described in Exhibits A through C hereto, contain the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersede all prior agreements, representations, warranties and understandings,
either oral or written, between the parties with respect thereto. This Agreement
may not be amended or modified except by a writing signed by each of the parties
hereto. The captions set forth in this Agreement are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement. The provisions of this Agreement may be waived only by a written
instrument executed by the party so waiving. All notices required or permitted
under this Agreement shall be in writing and shall be delivered by hand or sent
by first-class, certified mail, postage and fees prepaid, addressed as follows:
(i) If to the Employer: Xxxxxx X. Xxx Company
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxx Xxxxxx
Re: Anchor Business
Copy to: Piliero Xxxxxxxxx Xxxxxxx & Xxxx, LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
(ii) If to the Employee: To the address set forth in the first
paragraph of this Agreement
unless and until notice of another or different address shall be given as
provided in this paragraph 7. Notices shall be effective upon delivery if hand
delivered and upon the third day after mailing if sent by certified mail. In the
event any provision of this agreement shall finally be determined to be unlawful
or unenforceable, such provision shall be deemed to be severed from this
Agreement and every other provision of this Agreement shall remain in full force
and effect. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Tennessee without regard to principles of
conflicts of law. The parties hereby irrevocably consent to the exclusive
personal jurisdiction of the federal district court located in the Eastern
District of Tennessee, or if such court lacks subject matter jurisdiction, to
the jurisdiction of the applicable state court of the State of Tennessee located
in the County of Xxxx, for all purposes in connection with this Agreement or the
Employee's employment hereunder. The parties hereby expressly waive any and all
claims and defenses either may have in respect to any proceeding in such court
based on alleged lack of personal jurisdiction, improper venue or inconvenient
forum, or any similar defense, to the maximum extent permitted by law.
ANCHOR ADVANCED PRODUCTS, INC. (Employer)
By:
--------------------------------------
Director, on behalf of the board
By:
--------------------------------------
Chairman, President and CEO
Date:
--------------------------------------
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(Employee)
By:
--------------------------------------
An individual
Date:
------------------------------------
8
Exhibit B to the
Employment Agreement
by and between
Anchor Advanced Products,
Inc., as Employer, and
as Employee, made
effective
Severance Amount
1. The Severance Amount payable upon termination under paragraphs 4(b)(i)
relating to disability and 4(c) relating To death, shall be equal to ___________
year's Base Salary in effect at the time of such termination and Bonus computed
using the last full-year Bonus, if any, paid to the Employee, pro-rated to the
effective date of termination. The Bonus portion of the Severance Amount shall
be considered earned notwithstanding any right of discretion in the Board not to
grant such bonus.
2. The Severance Amount payable upon termination under paragraphs 4(a)
relating to termination by the Employee for cause and 4(b)(iii) relating to
termination by the Employer without "just cause" shall be an amount equal to
Base Salary and Bonus, both computed to the end of the Term. Bonus shall be
computed using the last full-year Bonus paid to the Employee. The Bonus portion
of the Severance Amount shall be considered earned notwithstanding any right of
discretion in the Board not to grant such bonus.
3. (a) The Severance Amount payable at the option of the Employer upon
termination for just cause under paragraph 4(b)(ii) or upon the voluntary
resignation of the Employee without cause or reason, shall be equal to one half
of one year's Base Salary as in effect for at least three (3) months prior to
such termination. Bonus shall not be considered.
(b) The Severance Amount payable at the option of the Employer upon
expiration of the Term shall equal to one year's Base Salary in effect at the
time of such expiration. Bonus shall not be considered.
4. All paragraph references and all defined terms in initial capital
letters in this Exhibit B refer to paragraphs and definitions, respectively, in
the Employment Agreement.
Agreed:
Employer
----------------
Please initial
Employee
----------------
Please initial
Exhibit C
to Employment Agreement
EMPLOYEE AGREEMENT RELATING TO
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
THIS AGREEMENT is between Anchor Advanced Products, Inc. ("Anchor") and the
person named below (referred to in this Agreement as "you" or "your").
In consideration of your employment by Anchor, or if you are an employee of
Anchor at the time you sign this Agreement, your continued employment, and your
regular compensation for as long as you remain an employee of Anchor, you
acknowledge, represent and agree to the following:
1. Anchor's Confidential Information.
a. You acknowledge that as a result of your employment by Anchor, you
will gain access to and knowledge of confidential, proprietary and/or
trade secret information of Anchor regarding financial, planning,
manufacturing and customer matters, technological data, methods, and
processes, and/or other proprietary and confidential information, both oral
and written (collectively referred to in this Agreement as "Confidential
Information"). You further acknowledge that all Confidential Information is
the exclusive property of Anchor and that disclosure of Confidential
Information would cause Anchor to suffer serious competitive disadvantage
as well as immediate and irreparable injury and damages. Accordingly, you
will not, either during your employment by Anchor, or at any time
thereafter, use for any purpose (other than for the benefit of Anchor
during your employment) or disclose to any person, firm or entity any
Confidential Information.
b. Without limiting the generality of the foregoing, you will not
download or copy any Confidential Information into any computer or media
not owned by Anchor and permanently located on Anchor's premises unless
authorized by Anchor to do so in writing.
c. Confidential Information does not include any information that is
or becomes generally available to the public, other than as a result of
disclosure by or through you inadvertently or on purpose.
2. Inventions and Other Intellectual Property. The following paragraphs a.
through f. shall apply to works of authorship (which shall be deemed to be
"works for hire"),
copyrightable material, inventions, improvements and discoveries (whether
patentable or nor), trademarks, trade dress or other intellectual property that
has been or will be made, conceived or generated by you during your employment
by Anchor, whether or not made, conceived or generated within the course of your
employment or wholly or partially on your own time, relating in any way to the
business of Anchor, or resulting directly or indirectly from your employment by
Anchor (collectively referred to as "Intellectual Property". In no event shall
Intellectual Property include any intellectual property that you develop
entirely within your own time without using Anchor's equipment, supplies,
facilities or trade secret information unless such intellectual property either
(1) relates at the time of conception or reduction to practice to Anchor's
business or to Anchor's actual or demonstrable research or development, or (2)
results from any work performed by you for Anchor. Anchor shall have the right
to require disclosure by you in confidence of all intellectual property made,
conceived or generated by you, solely or jointly with others, during your
employment by Anchor, to determine whether or not such intellectual property is
Intellectual Property covered by this Agreement.
a. Ownership of Intellectual Property.
(i) All Intellectual Property (including, without limitation,
works of authorship to which the "works for hire" doctrine is found
inapplicable) and all rights therein, will be and are hereby deemed to
be, assigned and transferred by this Agreement to Anchor, its
successors and assigns. Anchor, its successors and assigns will have
the exclusive right to obtain copyright, patent and/or trademark
registrations or other protection of the Intellectual Property
(including, without limitation, maintaining such Intellectual Property
as trade secrets) in Anchor's own name, or in the names of Anchor's
successors or assigns, as inventor, author and/or owner, and to secure
any renewals and extensions of such protection, throughout the world.
If Anchor chooses to maintain any part or all of the Intellectual
Property as a trade secret, Anchor shall so inform you and you will
maintain such Intellectual Property as Confidential Information in
accordance with paragraph 1, above.
(ii) You hereby acknowledge that you retain no rights whatsoever
with respect to Intellectual Property, including, without limitation,
any rights to reproduce such Intellectual Property, or to make, have
made, use and/or sell products based upon Intellectual Property, or
otherwise to prepare derivatives thereof, or to file patent, copyright
or trademark applications with respect thereto, or to distribute
copies of any Intellectual Property in any manner whatsoever, or to
exhibit, use or display any such Intellectual Property publicly or
otherwise, or to license or assign to any third party the right to do
any of the foregoing.
-2-
b. Filings and Other Assistance. Without further remuneration (except
for out-of-pocket expenses), you will execute and deliver any document and
give any assistance as may be reasonably requested by Anchor to effect the
ownership rights provided in this Agreement or otherwise to further the
purposes of this paragraph 2.
c. Record keeping and Reporting.
(i) If your employment involves technology or manufacturing, and
you are (or will be) a salaried employee, you will keep a laboratory
or engineering notebook to record your work in connection with
research or development, and you will date and sign entries in each
page of such notebook. Whenever practicable, you will obtain a
witnessing signature by a coemployee to each such entry signed by you.
(ii) You will promptly communicate to the Executive Vice
President-Manufacturing, or person designated by the Executive Vice
President-Manufacturing, all Intellectual Property made, conceived or
generated by you.
d. Protecting Anchor Intellectual Property. You will follow the
policies and procedures of Anchor issued from time to time with respect to
Anchor's Intellectual Property.
e. Return of Anchor Documents. Upon termination of your employment
with Anchor (whether with or without cause or reason) you will immediately
return to Anchor all copies of all written Confidential Information and all
documents relating to or embodying any Intellectual Property, in your
possession or control.
f. Your Intellectual Property. You acknowledge that you have made no
inventions, improvements or discoveries, whether or not patentable, and
have generated no other intellectual property prior to the date of your
employment, except:
(i) None [Employee's Initials _ ] (if none, initial above and
cross out subparagraph (ii) below);
(ii) the inventions, improvements and discoveries or other
intellectual property listed on the attached Exhibit A signed by you
and by an officer of Anchor, a copy of which has been delivered to you
together with this Agreement.
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3. Specific Relief. In the event of breach by you of any of your
obligations under paragraphs 1 or 2 of this Agreement, Anchor shall have the
right to have such obligation specifically enforced by a court of competent
jurisdiction, including, without limitation, the right to entry of restraining
orders and injunctions, whether preliminary, mandatory, temporary or permanent,
against the violation, threatened or actual, and whether or not continuing, of
such obligation, without the necessity of showing any particular injury or
damage, and without the posting of any bond or other security, it being
acknowledged and agreed that any such breach or threatened breach would cause
immediate and irreparable injury to Anchor and that money damages alone would
not provide an adequate remedy. In the event that Anchor commences legal action
or seeks legal advice to enforce your obligations under paragraphs 1 or 2 of
this Agreement, and is successful therein, you shall be responsible for all
costs related to such action or advice, including, without limitation,
reasonable attorneys' fees.
4. Post-Employment Matters.
a. Survival of Obligations. All of your obligations under this
Agreement that either expressly or by their nature survive the
termination of your employment by Anchor in order for such obligations
to have their intended effect, shall survive such termination.
b. Exit Interview. Upon termination of your employment by Anchor,
you agree to participate in an "exit" interview with representatives
of Anchor on Anchor's premises to discuss Intellectual Property
matters and your continuing obligations under this Agreement.
5. No Other Agreement. You acknowledge and represent that you are under no
obligation to any other person, firm or entity which obligation would preclude,
conflict with or be an impediment to your obligations under this Agreement.
6. Miscellaneous Provisions. Neither this Agreement nor any right or
obligation arising hereunder may be assigned by you without the prior written
consent of Anchor, and any purported assignment without such consent shall be
null and void. This Agreement shall be binding upon and inure to the benefit of
the respective successors and permitted assigns of the parties. This Agreement
contains the entire agreement between the parries hereto with respect to the
subject matter hereof and supersedes all prior agreements, representations,
warranties and understandings, either oral or written, between the parties with
respect thereto. This Agreement may not be amended or modified except by a
writing signed by each of the parties hereto. The captions set forth in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement. The provisions of this
Agreement may be waived only by a written instrument executed by the party so
waiving. In the event any provision of this Agreement shall
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finally be determined to be unlawful or unenforceable, such provision shall be
deemed to be severed from this Agreement and every other provision of this
Agreement shall remain in full force and effect. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Tennessee without regard to principles of conflicts of law. The parties hereby
irrevocably consent to the exclusive personal jurisdiction of the federal court
located in the Eastern District of Tennessee, or if such court lacks subject
matter jurisdiction, to the jurisdiction of the applicable state court of the
State of Tennessee, located in the County of Xxxx, for all purposes in
connection with this Agreement. The parties hereby expressly waive any and all
claims and defenses either may have in respect to any proceeding in such court
based on alleged lack of personal jurisdiction, improper venue or inconvenient
forum, or any similar defense, to the maximum extent permitted by law.
ANCHOR ADVANCED PRODUCTS, INC. (Employer) EMPLOYEE
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By: Name
---------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
President-CEO
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Signature
Date:
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Date
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