Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 8th day of August,
1998, by and between INTER-CON/PC, INC., a Minnesota corporation (the
"Company"), and XXXX XXXXXX (the "Employee").
RECITALS
WHEREAS, the Company is primarily engaged in the business of
developing, manufacturing and marketing Internet/Set Top Box and related
Technology;
WHEREAS, the Company desires to employ Employee in the capacity of Vice
President Communications & Investor Relations ;
WHEREAS, Employee desires to be employed by the Company as Vice
President Communications & Investor Relations;
WHEREAS, during his employment, Employee will have access to and learn
the Company's valuable confidential information.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein contained, and of other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
Definitions
The following terms shall have the meanings shown when used in this
Agreement:
"Business" means the business developed or under consideration for
development by the Company before and during the term of this
Agreement, including but not limited to the development, manufacture
and marketing of Internet/Set Top Box, and related Technology.
"Confidential Information" means any information that derives
independent economic value, actual or potential, from not being
generally known to the public that relates to the existing or
reasonably foreseeable business of the Company which has been expressly
or implicitly protected by the Company or which, from all of the
circumstances, Employee knows or has reason to know that the Company
intends or expects the secrecy of such information to be maintained.
Confidential Information includes, but is not limited to, information
contained in or relating to the development plans or proposals,
marketing plans or proposals, strategies, financial statements,
budgets, trade secrets, test data, other data, software licenses,
pricing formulas, customer and supplier information, employee
information, research and development information, designs, products,
processes, manufacturing techniques, know-how and other proprietary
information of the Company, whether written, oral or communicated in
another type of medium, whether disclosed directly or indirectly,
whether originals or copies and whether or not legal protection has
been obtained or sought under applicable law. Employee shall treat all
such information as Confidential Information regardless of its source
and whether or not marked as confidential.
"Competing Products" means any product, process or service of any
person or organization at any time in existence or under development
which is the same as or similar to or competes (separately or as a
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component of a competing product) with a product, process, or service
which the Company markets or is developing to market, or about which
Employee has acquired Confidential Information.
"Competing Organization" means any person (including Employee), firm,
corporation, partnership, or other organization which at any time now
or in the future is engaged in, or about to become engaged in, the
development, marketing, advertising or selling of Competing Products,
or which otherwise engages in activities similar to those activities in
which the Company was engaged or preparing to engage during Employee's
employment.
"Company" means the Company, and any existing or future affiliates,
including parents, subsidiaries, divisions, joint ventures, and
partnerships, or their successors and assigns.
Employment of Employee; Term.
The Company agrees to and hereby does employ Employee, and Employee
accepts such employment and agrees to discharge faithfully, diligently
and to the best of Employee's abilities, the responsibilities of such
employment on the terms and subject to the conditions herein provided.
The term of Employee's employment hereunder shall commence as of August
1, 1998, and shall terminate on July 31, 2001.
The Initial Expiration Date and Employee's employment hereunder shall
be extended for up to two successive one year periods beyond the date
set forth in Subsection 2(b), unless at least 60 days prior to the
commencement of any such one-year period either party hereto gives
written notice to the other party that it does not intend to extend
Employee's employment.
Notwithstanding the foregoing, following the Initial Expiration Date,
Employee's employment shall thereafter continue on an at will basis on
the terms and conditions contained in this Agreement.
Duties of Employee. During the term of Employee's employment with the
Company hereunder, Employee shall:
a. Devote substantially all of Employee's business time and attention
necessary to carry out the duties of Employee's employment hereunder,
applying Employee's best effort and skill for the benefit of the
Company and shall not, without prior written consent of the Company,
render services of any kind to others for compensation, or engage in
any other business activity that in the Company's sole discretion would
materially interfere with the performance of Employee's duties under
this Agreement.
b. Serve as Vice President Communications & Investor Relations and
perform services and assume duties and responsibilities which include
serving as the Company's Communications Voice and the liaison to the
Company's Shareholders / Investors, attending trade shows, providing
input and direction regarding marketing and sales, and any additional
duties and responsibilities as may be assigned to Employee by the
Company's Chairman & Chief Executive Officer ("CEO") or its Board of
Directors, consistent with such office.
c. Report directly to the Company's Chairman & CEO, Xxxxxxx Xxxxxxxx on
a regular basis and as further requested by the CEO.
d. In the event that Xxxxxxx Xxxxxxxx, the Chairman & CEO leaves his
position as CEO with the company, all incentive stock options for Mr.
Xxxx Xxxxxx will become fully vested at that time, with no
restrictions. Incentive Stock Options can be purchased at a price per
share that is determined by the board of directors.
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4. Compensation. As compensation and in consideration for the
performance of services by Employee and Employee's observance of all of
the provisions of this Agreement, the Company agrees to pay or provide,
and Employee agrees to accept, the following:
a. Base Salary. During the Initial Term of this Agreement, the Company
shall pay Employee for all services rendered at an annual Base Salary
of Eighty Thousand Eight Hundred Eighty-Six and 88/100 Dollars
($80,888.88) payable in twenty six (26) equal installments during each
year. Salary payments shall be subject to all appropriate withholdings
for state, federal and local taxes, and such other deductions as
Employee expressly authorizes in writing or are otherwise required by
law.
b. Bonuses. Employee may receive such discretionary bonuses as the
Company shall determine from time to time.
c. Stock Options. Employee, subject to final approval by the Board of
Directors, will be granted incentive stock options under Inter-Con/PC,
Inc. 1997 Stock Option Plan ("Stock Option Plan"), pursuant to a Stock
Option Agreement substantially in the form attached hereto, as Exhibit
A, providing Employee with the right to purchase up to 100,000 shares
of the Company's common stock. This is subject to the Employee's Stock
Option Agreement and the Stock Option Plan set forth in his Stock
Option Agreement and subject to and in accordance with the other
provisions of the stock option plan.
Employee acknowledges that the incentive stock options to be granted
to Employee under the Stock Option Plan will be granted pursuant to
exemptions from the registration and prospectus requirements of the
Securities Act of 1933, as amended, and that the shares of common stock
of the Company acquired by Employee upon the exercise of such incentive
stock options may be subject to restrictions on the resale thereof and
confirms that he has been advised of, and is aware of, such resale
restrictions. Employee further acknowledges and agrees to enter into
the restrictive covenants contained in Sections 6 and 13 hereof in
exchange and as consideration for the Company granting the incentive
stock option as is reflected in Exhibit A, attached hereto. Employee
may be eligible for additional stock options at the discretion of the
Board of Directors.
Benefits. During the term of Employee's employment, Employee shall be
entitled to participate in such benefit plans as may be provided by the
Company from time to time and to such holidays and vacations as are
consistent with Company policies. The Company shall pay 100% of the
cost of the premiums for Employee's and his family's health and dental
coverage.
Business Expenses. The Company shall reimburse Employee for business
expenses reasonably incurred by Employee in connection with the
performance of Employee's duties hereunder, upon the presentation by
Employee of receipts and itemized accounts of such expenditures in
accordance with the rules and regulations of the Internal Revenue Code.
Such expenditures shall be subject at all times to the prior approval
of the Board of Directors or its designee. Except for expenses
previously approved by the Board or its designee, the Board of
Directors of the Company may take such action as may be necessary to
enforce the repayment to the Company by Employee of any amounts
reimbursed upon finding that such reimbursement was not made primarily
for the purpose of advancing the legitimate interests of the Company.
Termination of Agreement.
Termination With Cause. The Company may terminate Employee's term of
employment under this Agreement for "Cause" upon notice of such
termination to Employee. For purposes of this Agreement, "Cause" shall
mean Employee's (i) failure or refusal to observe or perform any of the
material provisions of this Agreement or any other written agreement
with the Company, or to substantially perform any of the material
duties required of Employee under this Agreement or any other written
agreement with the Company, or (ii) commission of fraud,
misappropriation, embezzlement or other acts of dishonesty, or
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conviction for any crime punishable as a felony or as a gross
misdemeanor involving moral turpitude, which actions, in the judgment
of the Company, have a material adverse effect upon Employee's ability
to perform the duties which are assumed or assigned under Section 3
hereof, or which actions or occurrences are materially adverse to the
interests of the Company. Termination of Employee's employment for
Cause under Subsection 5(a)(ii) above shall be effective upon notice.
Termination of Employee's employment for Cause under Subsection 5(a)(i)
shall be effective upon thirty (30) days' prior written notice provided
that prior to the giving of such notice of termination, the Company
shall notify Employee that a factual basis for termination for Cause
exists and specify such basis.
Termination With Notice. Employee's term of employment under this
Agreement may be terminated by either party for any reason upon not
less than sixty (60) days' prior written notice.
Termination upon Death or Disability of Employee. This Agreement shall
automatically terminate in the event of Employee's death or disability.
"Disability" means the unwillingness or inability of Employee to
perform Employee's duties under this Agreement for a period of ninety
(90) days because of incapacity due to physical or mental illness,
bodily injury or disease.
Termination Obligations. In the event of a termination of Employee's
term of employment in accordance with Subsections (a), (b) or (c) of
this Section 5, the Company shall have no further obligation to
Employee under this Agreement, and Employee shall only be entitled to
payment by the Company for all compensation accrued under this
Agreement to such date of termination. However, such termination of
Employee's employment shall not terminate or extinguish Employee's
obligations under Sections 6, 9, 10, 11, 13, 14 and 15 (unless
otherwise provided therein) or Employee's obligation or liability to
pay to the Company any amounts owed to the Company by Employee,
including, but not limited to, any amounts misappropriated or obtained
by Employee, without prejudice to any other rights or remedies of the
Company at law or in equity. Notwithstanding the foregoing, in the
event that Employee's term of employment is terminated by the Company
pursuant to Section 5(b) prior to the Initial Expiration Date, the
Company shall pay to Employee a "Severance Allowance" in an amount
equal to six (6) months base salary, (based on the annualized monthly
base salary then being paid to Employee as of the date of termination)
to be paid out over the six (6) months following Employee's date of
termination in at least semi-monthly installments (hereinafter
referenced as "Severance Allowance").
Disclosure of Confidential Information.
Employee Shall Not Disclose Confidential Information. Employee will
not, during the term of Employee's employment or following the
termination of Employee's employment with the Company, use, show,
display, release, discuss, communicate, divulge or otherwise disclose
Confidential Information to any person, firm, corporation, association
or other entity for any reason or purpose whatsoever, without the prior
written consent or authorization of a duly authorized officer of the
Company.
Scope. Employee's covenant in Subsection 6(a) to not disclose
Confidential Information shall not apply to information which, at the
time of such disclosure, may be obtained from sources outside of the
Company, its agents, lawyers or accountants, so long as those sources
did not receive the information directly or indirectly as the result of
Employee's action.
Title. All documents or other tangible or intangible property relating
in any way to the Business of the Company which are conceived or
generated by Employee or come into Employee's possession during the
employment period shall be and remain the exclusive property of the
Company, and Employee agrees to return all such documents, and tangible
and intangible property, including, but not limited to, all records,
manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, lists reports, data, tables, magnetic tapes, computer disks,
calculations or copies thereof, which are the property of the Company
or which relate in any way to the Business, customers, products,
practices or techniques of the Company, and all other property of the
Company, including, but not limited to, all documents which in whole or
in part
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contain any Confidential Information of the Company which in any of
these cases are in Employee's possession or under Employee's control,
to the Company upon the termination of Employee's employment with the
Company, or at such earlier time as the Company may request him to do
so.
Compelled Disclosure. In the event a third party seeks to compel
disclosure of Confidential Information by Employee by judicial or
administrative process, Employee shall notify the Board of Directors of
the Company within two (2) business days of such occurrence and furnish
to the Board of Directors a copy of the demand, summons, subpoena or
other process served upon Employee to compel such disclosure, and will
permit the Company to assume, at its expense, but with Employee's
cooperation, defense of such disclosure demand. In the event that the
Company refuses to contest such third party disclosure demand under
judicial or administrative process, or a final judicial order is issued
compelling disclosure of Confidential Information by Employee, Employee
shall be entitled to disclose such information in compliance with the
terms of such administrative or judicial process or order.
Employee Acknowledgments.
Employee recognizes that the Company is continually engaged in the
design and development of Internet/Set Top Box, and related Technology
and other technologies (hereinafter "Technology"), and that such
Technology is kept in strict confidence by the Company. Employee is
aware that the Technology is vital to the Company's success.
Employee further understands that the success of the Company depends,
to a great extent, on its ability to protect its Confidential
Information, including that comprising the Technology, its manufacture
and marketing, from unauthorized disclosure, use or publication.
Inasmuch as Employee will gain knowledge of or have access to the
Confidential Information about the Technology and its manufacture and
marketing, in whole or in part, in the course of employment, Employee
acknowledges that the Company is and will be entrusting Employee with
this valuable information.
Employee understands that the Company is engaged in a continuous
program of research, development, production and marketing of its
present and future products, and the enhancement of its Technology.
Employee further understands that, as an essential part of Employee's
employment by the Company, he will be integrally involved in the
development and manufacture of the technology as such will have access
to the Company's Confidential Information.
Employee Representations and Warranties.
Employee represents and warrants that performance of the terms of this
Agreement as an employee of the Company does not and will not cause
Employee to breach any agreement, commitment or understanding Employee
has with any other party, whether formal or informal, to assign to such
other party inventions Employee may hereafter make, or to keep in
confidence proprietary information of such other party which Employee
acquired or learned prior to Employee's employment by the Company.
Employee represents and warrants that Employee has not brought and will
not bring to the Company, or use for the benefit of the Company, any
materials and/or documents of a former employer (which, for purposes of
this Section, shall also include persons, firms, corporations and other
entities for which Employee has acted as an independent contractor or
consultant) that are not generally available to the public or to the
trade, unless Employee has obtained written authorization from any such
former employer permitting Employee to retain and use said materials
and/or documents. With respect to any materials and/or documents that
Employee may bring to the Company for use in the course of Employee's
employment, Employee hereby further represents and warrants that
Employee's use (or the Company's use) of such materials and/or
documents will not violate the intellectual property rights of any
former employer of Employee, or any other party.
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Employer Ownership of Intellectual Property.
Employee hereby agrees to disclose promptly to the Company (or any
persons designated by it) all developments, designs, creations,
improvements, original works of authorship, formulas, processes,
know-how, techniques and/or inventions, hereinafter referred to
collectively as "Inventions") (i) which are made or conceived or
reduced to practice by Employee, either alone or jointly with others,
during the period of Employee's employment, by the Company, or which
are reduced to practice during the period of twelve (12) months
following the termination of Employee's employment, that relate to or
are useful in the present or future business of the Company; or (ii)
which result from tasks assigned Employee by the Company, or from
Employee's use of the premises or other resources owned, leased or
contracted by the Company.
Employee agrees that all such Inventions which the Company in its sole
discretion determines to be related to or useful in its business or its
research or development, or which result from work performed by
Employee for the Company, shall be the sole and exclusive property of
the Company and its assigns, and the Company and its assigns shall have
the right to use and/or to apply for patents, copyrights or other
statutory or common law protections for such Inventions in any and all
countries. Employee further agrees to assist the Company in every
proper way (but at the Company's expense) to obtain and from time to
time enforce patents, copyrights and other statutory or common law
protections for such Inventions in any and all countries. To that end,
Employee will execute all documents for use in applying for and
obtaining such patents, copyrights and other statutory or common law
protections therefor and enforcing the same, as the Company may desire,
together with any assignments thereof to the Company or to persons or
entities designated by the Company. Employee's obligations under this
Subsection shall continue beyond the termination of Employee's
employment with the Company, but the Company shall compensate Employee
at a reasonable rate after such termination for time actually spent by
Employee at the Company's request in providing such assistance.
Employee hereby acknowledges that all original works of authorship
which are made by Employee (solely or jointly with others) within the
scope of Employee's employment which are protectable by copyright are
"works for hire," as that term is defined in the United States
Copyright Act (17 USCA, Section 101).
Assignment of Inventions.
Any provision in this Agreement requiring Employee to assign Employee's
rights in any Invention to the Company shall not apply to any invention that is
exempt under the provisions of Section 181.78 of the Minnesota Statutes. The
statute states that such assignment agreements do not apply:
To an invention for which no equipment, supplies, facility or
trade secret information of the employer was used and which
was developed entirely on the employee's own time, and (1)
which does not relate (a) directly to the business of the
employer or (b) to the employer's actual or demonstrably
anticipated research or development, or (2) which does not
result from any work performed by the employee for the
employer. (Emphasis added).
Employee shall execute the Invention Assignment Notice attached here to
as Exhibit B and incorporated herein by reference.
Power of Attorney.
In the event the Company is unable, after reasonable effort, to secure
Employee's signature on any document needed to apply for, obtain or enforce any
intellectual property rights relating to any Invention with respect to which
Employee has made an inventive contribution, whether because of Employee's
unavailability, or Employee's physical or mental incapacity, or for any other
reason whatsoever, Employee hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as Employee's agents and
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attorneys-in-fact to act for and in Employee's behalf and stead solely for and
in connection with the execution and filing of any such document with the same
legal force and effect as if such acts were performed by Employee.
Pre-existing Proprietary Inventions.
Employee has identified on Exhibit B attached hereto a complete list of
all inventions or improvements which have been made or conceived or first
reduced to practice by Employee alone or jointly with others prior to Employee's
employment by the Company and which Employee desires to exclude from the
operation of this Agreement. If there is no such list on Exhibit C, Employee
represents that Employee has made no such inventions or improvements at the time
of signing of this Agreement.
Covenant Not to Compete - The parties agree that the Company would be
substantially harmed if Employee competes with the Company during employment
with the Company or after termination of employment with the Company. Employee
acknowledges this is particularly true here, as he is integrally involved in the
research and development of the Company's Technology and Technology
improvements. Therefore, in exchange for benefits provided to Employee
hereunder, Employee agrees that during his employment with the Company and for a
period of two (2) years after termination of such employment for any reason,
Employee will not directly or indirectly, without the written consent of the
Company:
Render services to or for any Competing Organization or engage in any
activity that competes with the Business of the Company or in any way
assists any Competing Organization within any state in the United
States or within any country in which the Company directly or
indirectly markets or services products or provides services or
reasonably intends such period to market or service products or provide
services provided, however, that ownership of stock or other securities
in a publicly held corporation, for which Employee's sole purpose is
that of an investor, is not prohibited;
During Employee's employment by the Company, Employee agrees not to
plan or otherwise take any preliminary steps, either alone or in
concert with others, to set up or engage in any business enterprise
that would be in competition with the Company or to seek employment
with a Competing Organization.
In any way interfere or attempt to interfere with the Company's
relationships with any of its current or potential customers;
Hire, offer to hire, entice away, or in any other way persuade or
attempt to persuade any employee, officer, agent, independent
contractor, supplier, customer, or subcontractor of the Company to
discontinue their relationship with the Company; and
Vilify, criticize, or otherwise slander or defame the Business or
business practices of the Company or its officers, directors, or
employees.
Employee further agrees that he will, prior to accepting employment with any new
employer, inform that employer of his covenant not to compete and provide that
employer with a copy of this Agreement.
Consideration - Employee acknowledges and agrees that in addition to
his continued employment with the Company, he has been offered and has
voluntarily accepted the following consideration for his agreements specified
herein:
Compensation payable in such amount as set forth herein in Section 4;
The grant of incentive stock options as set forth in Section 4(c)
herein and as reflected in Exhibit A, attached hereto;
The severance allowance as set forth herein in at Section 5(d); and
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Access to the Company's Confidential Information.
Communication with Subsequent Employer.
Upon the termination of Employee's employment, Employee hereby
authorizes the Company to notify any other party, including without limitation,
Employee's future employers, future partners and customers of the Company, as to
the existence of this Agreement, and the existence of Employee's covenants and
responsibilities with respect to the confidential and proprietary information
entrusted to Employee hereunder.
Breach of Restrictive Covenants.
It is agreed that it would be difficult or impossible to ascertain the
measure of damages to the Company resulting from any breach of Sections
6, 9, 10, 11 or 13, and that injury to the Company from any such breach
may be irremediable, and that money damages therefor may be an
inadequate remedy. In the event of a breach or threatened breach by
Employee of the provisions of any of such Sections, the Company shall
be entitled to specific performance of such Sections and may seek a
temporary or permanent injunction to enjoin Employee from breaching
such Sections without the necessity of proof of damages, in addition to
any other rights or remedies that the Company may have available under
applicable law for such breach or threatened breach, including the
recovery of damages.
Survival of Restrictive Covenant. The provisions of Sections 6, 9, 10,
11, 13, 14 and 15 of this Agreement shall continue to be binding upon
Employee, notwithstanding the termination of employment with the
Company for any reason whatsoever. Such covenants shall be deemed and
construed as separate agreements independent of any other provisions of
this Agreement. The existence of any claim or cause of action by
Employee against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the
Company of any or all such Sections.
Entire Agreement; Modification. This Agreement constitutes the full and
complete understanding and agreement of the parties with respect to the
employment of Employee by the Company, and supersedes any prior understanding or
agreement between the parties relating thereto. No amendment, waiver or
modification of any provision of this Agreement shall be binding unless made in
writing and signed by the parties hereto.
Assignment. The rights and benefits of the Company and its permitted
assigns under this Agreement shall be fully assignable and transferable to any
other entity (subject to that entities' assumption of the obligations
hereunder):
which is an affiliate of the Company; or
which is not an affiliate and with which the Company has merged or
consolidated, or to which it may have sold substantially all its assets
in a transaction in which it has assumed the liabilities of the Company
under this Agreement;
and in the event of any such assignment or transfer, all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by or
against the successors and assigns of the Company. This Agreement is a personal
service contract and shall not be assignable by Employee, but all obligations
and agreements of Employee hereunder shall be binding upon and enforceable
against Employee and Employee's personal representatives, heirs, legatees and
devisees.
Notices. To be effective, all notices, consents or other communications
required or permitted hereunder shall be in writing. A written notice or other
communication shall be deemed to have been given hereunder (i) if delivered by
hand, when the notifying party delivers such notice or other communication to
all other parties to this Agreement, (ii) if delivered by facsimile or overnight
delivery service, on the first business day following the date such notice or
other communication is transmitted by facsimile or timely delivered to the
overnight courier, or (iii) if delivered by mail, on the third business day
following the date such notice or other communication is deposited in the U.S.
mail by certified or
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registered mail addressed to the other party. Mailed or telecopied
communications shall be directed as follows unless written notice of a change of
address or facsimile number has been given in writing in accordance with this
Section:
If to Company: Inter-Con/PC, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
With a copy to: Larkin, Hoffman, Xxxx & Xxxxxxxx, Ltd.
1500 Norwest Financial Center
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
ATTN: Xxxxxxx X. Xxxxxx, Esq.
Facsimile No. (000) 000-0000
If to Employee: Xxxx Walker________________________
________________________
Waiver. No waiver of any term, condition or covenant of this Agreement
by a party shall be deemed to be a waiver of any subsequent breaches of the same
or other terms, covenants or conditions hereof by such party.
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and all such counterparts shall
constitute one instrument.
Construction. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective or valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
Applicable Law. This Agreement, and the legal relations between the
parties, shall be governed by, and construed in accordance with, the laws of the
State of Minnesota without regard to conflicts of law doctrines.
Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or its breach, shall be settled by final and binding arbitration
in Minneapolis, Minnesota upon the request of either party. Such arbitration
shall proceed in accordance with the then-governing rules of the American
Arbitration Association ("AAA") for Employment Dispute Resolutions or Commercial
Arbitration, at the option of the petitioner. Judgment upon the award rendered
may be entered and enforced in any court of competent jurisdiction. It is agreed
that the parties shall choose a single, neutral arbitration from among a panel
of not less then seven (7) proposed arbitrators and that the parties may have no
more than two (2) panels of arbitrators presented to them by the AAA. The
parties agree that they will share equally the fees of the arbitrator, and they
shall each be responsible for their own attorneys' fees and costs and any filing
fee paid by them unless the arbitrator determines that one party shall pay a
greater portion of such costs and fees and states the justification therefor.
Representation by Counsel; Interpretation. The Company and Employee
each acknowledge that each party to this Agreement has been, or has had the
opportunity to be, represented by counsel in connection with this Agreement and
the matters contemplated by this Agreement. Accordingly, any rule of law or any
legal decision that would require interpretation of any claimed ambiguities in
this Agreement against the party that drafted it has no application and is
expressly waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intent of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
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XXXX XXXXXX:
/s/ Xxxx X. Xxxxxx
-------------------------
Xxxx Xxxxxx, Individually
INTER-CON/PC, INC.:
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Its: CEO
-------------------------
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Exhibit A
STOCK OPTION AGREEMENT
The Plan is currently being put together by Xx. Xxxxx X. Xxxx the company acting
CFO and Advisory Board member.
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Exhibit B
INVENTION ASSIGNMENT NOTICE
Xxxx Xxxxxx:
You are notified that the employment agreement between you and
INTER-CON/PC, INC., dated August 1, 1998 does not apply to any invention that
qualifies fully under the provisions of Section 181.78.
INTER-CON/PC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Its: CEO
I acknowledge receiving a copy of this notice
Date: August 1, 1998 /s/ Xxxx X. Xxxxxx
----------------------
Xxxx Xxxxxx
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Exhibit C
PRE-EXISTING PROPRIETARY INVENTIONS
Name/Title of Proprietary Invention* Description of Proprietary Invention
----------------------------------- ------------------------------------
INTER-CON/PC, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Its: CEO
------------------------
*Note: If no Proprietary Inventions are listed above, Employee agrees that none
exist.
