INTERNATIONAL ISOTOPES INC.
EMPLOYMENT-ROYALTY AGREEMENT
THIS AGREEMENT, effective as of November 1, 1995, is made and entered into
this 16th day of November, 1995, between International Isotopes Inc., a Texas
corporation, with authority to transact business in Texas, having its principal
office at Austin, Texas (hereinafter "Company"),and XXX XXX XXXXXX (hereinafter
"Employee"), of Austin, Texas.
In consideration of the mutual undertakings contained herein, the
compensation to be paid by Company to Employee and the other benefits to
Employee resulting from his employment under this Agreement, and in
consideration of $100 paid to Employee coincidental with the execution of this
Agreement, Employee agrees with Company as follows:
I. EMPLOYMENT; SALARY, ROYALTIES AND BENEFITS
Company hereby employs and continues the employment of Employee as
Chairman & Chief Executive Officer of International Isotopes Inc. or in a Senior
Advisory Position for a period of five years from the effective date of this
Agreement at an annual salary as follows:
Fiscal Year Year
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November 1, 1995 to October 31,1996 $100,000.00
November 1, 1996 to October 31,1997 $100,000.00
November 1, 1997 to October 31,1998 $110,000.00
November 1, 1998 to October 31,1999 $120,000.00
November 1, 1999 to October 31,2000 $130,000.00
Employee's salary for each calendar year shall be paid in equal monthly
installments at the end of each month, subject to usual deductions for federal
income and employment taxes.
The employee's compensation, in addition to monthly salary, shall be a
royalty payment (paid semiannually) of one (1) percent of Company gross revenues
actually paid to COMPANY for the sale, lease or use of products developed,
manufactured, and marketed by
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COMPANY under any license agreements pursuant to patents, know-how or technology
owned or licensed by COMPANY currently in use or to be developed, or development
by the employee. Said royalty payment will be for the life of the patent or
technology and will be accrued on a semi annual basis and payable thirty (30)
days after each six months period, and except that the first such payment shall
be for the period November 1, 1997 and shall be payable semi-annually thereafter
for the life of the patents or technology. In addition, 0.5 percent of gross
revenues or 20 percent of royalties received, whichever is greater shall be paid
to employee from the licensing of Company patents, know-how and technology to
other entities utilizing Company technology for the life of the patents and
technology. It is specifically agreed that the total remuneration of Employee
from all sources, salary and royalty, shall not exceed $150,000.00 per year
until gross revenues exceed $5,000.000 and the Company is profitable. Royalties
over and above the standard salary shall be paid out of profits not to exceed
lo'-. of the pre-tax profits, The employee may accept royalties in the form of
cash, common stock, deferred annuities or tax free retirement plans offered by
the Company = others in any combination or 'percentages of the above forms ot
royalty payment, The Board of Directors will offer such remuneration to employee
on a semi-annual basis based on earni@ per share and market value of the
Company's common stock, Employee aarees that the royalty compensation shall not
exceed $500,000 any one year period.
As long as this Agreement remains in full force, Company agrees to pay all
necessary premiums to maintain key man insurance on Employee's life in the
amount of $1,000,000.00, $510,000.00 of such death benefits to be payable to the
Company and $490,000.00 of such death benefits to be payable to such
beneficiaries as Employee may from time to time designate. The Company further
agrees to include Employee as a primary key participant in any pension,
retirement, stock appreciation or stock option plan, or any key employee
compensation plan which may be established after the effective date of this
Agreement during the period of Employee's employment by the Company, except as
such preferential inclusion is contrary to federal or state law or regulations
and then under such terms as may be permissible under such laws or regulations.
Employee shall also be entitled to participate in any other employee benefit
programs which the Company presently
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has or may have from time to time in the future, including group health
insurance.
Employee's employment is terminable by the Company only for good cause as
determined by Court of Law in which event, no salary will be paid or by payment
of full salary of the remaining term of the contract. Royalties will accrue and
will be paid for the life of the patents and technology after such termination.
Notice shall be required for such termination. If the Company terminates such
employment because of Employee's mental or physical disability or incapacity,
the Company shall pay Employee termination pay six month's salary as it accrues,
based upon Employee's salary rate at the time of such termination and subject to
usual deductions for federal income and employment taxes. No termination pay
will be payable by the Company in the event of any termination by Employee
except by mutual written agreement.
II. EMPLOYEE WARRANTIES
Employee warrants that he is free to enter into the terms of this
Agreement and that he has no obligations inconsistent herewith; and he agrees to
devote his best efforts to Company's business interests and not less than 75%.
of his working hours.
III. CONFIDENTIAL INFORMATION
1. Employee recognizes that Company's business interests require a
confidential relationship between Company and Employee and the fullest practical
protection and confidential treatment of Company's financial data, writings,
computer software, sales and marketing policies, conceptions, inventions, trade
secrets, sources of supply, know-how, plans and programs and other knowledge of
Company's business whether or not copyrightable or patentable.
2. Except insofar as is authorized by the Company as necessary disclosure
to persons having a need to know consistent
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with the working relationship within Company and with Company's customers (such
disclosures to be made in accordance with Company procedure, including the due
execution of prescribed Conf idential Disclosure Agreements):
a) Employee will not directly or indirectly disclose
b) Company information to others either within or outside of
Company.
c) Employee will not make or disclose documents or copies of
documents containing disclosures of Company Information.
d) As to documents which are delivered to or generated by Employee or
which are made as a necessary part of the working relationships and
duties within the Company and with Company's customers, Employee will
treat them confidentially and will xxxx them as proprietary
confidential documents not to be reproduced or used without appropriate
authority of Company.
e) Employee will not advise others that the technology included
in Company Information is known to or used by Company.
3. Employee's obligations set forth in this Article III shall continue as
to each item of Company Information both during and after termination of all
Employee's employment by Company, until such item of Company Information becomes
generally known to Company's competitors from published sources.
IV. INVENTIONS AND OTHER INFORMATION:I2ISCLOSURE AND TITLE
1. Employee agrees to make prompt and complete disclosure to Company of
every item of information relating to Company's interest, and to make in writing
a disclosure of every idea and
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invention of every character which he learns of, conceives, writes, develops or
reduces to practice during the term of his employment. Employee shall submit a
report upon completion of any study or research project, setting forth in detail
the procedures used, the results achieved and stating whether or not the study
or project has resulted in an invention or other Company Information.
2. Employee agrees (a) that every item of such information which relates
to Company's field of business interest or which arises out of his use of
Company's time, facilities, personnel or money, is the property of Company; and
that every invention which is conceived in whole or in substantial part by
Employee and which is in response to, is based upon or utilizes Company
Information, is the property of Company.
3. Employee will assign all of his right, title and interest in such items
of Confidential Information and inventions to Company, subject to royalty
payments as set out in Article I.
4. Those inventions by Employee which are not related to Company's field
of business interest and which were conceived or reduced to practice during the
term of employment but were not conceived or reduced to practice during
Company's business hours or by the use of Company's facilities, personnel or
money, will still be disclosed to Company in writing, provided he may lawfully
do so, but shall remain the property of Employee, provided that, in the event
the Company desires, it shall have the right to manufacture, sell and/or lease
any such product and will pay unto Employee an additional royalty based upon the
payments set out in Article I. The right of the Company granted in the next
preceding sentence, however, shall cease 180 days after the written disclosure
given by Employee, unless Company both notifies Employee, within said 180 day
period, that it desires to exercise said right @ takes affirmative steps to
manufacture, sell and/or lease said product and proceeds with reasonable
diligence thereafter.
5. Employee agrees that upon Company's request either during or for a
period of five years after termination of his employment, but without expense to
himself, he will cooperate with the execution of any and all patent and
copyright applications, assignments and other legal instruments which Company
shall deem
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necessary or convenient for the protection of its Company Information in either
the United Sates or foreign countries. In the event Employee is no longer
employed by Company, Employee will be compensated at his salary rate last paid
by the Company on an hourly rate based on the hours expended for said services
6. Employee further agrees that upon termination of his employment he will
promptly surrender to Company all papers, documents, notebooks, writings,
illustrations, models, software and other property produced by him or coming
into his possession by or through his employment with Company.
7. The Company further agrees that upon sale, merger, or substantial
transfer of the assets or license of the patents, know-how, or technology to a
third party or entity, that diligent pursuit of the sale, manufacture, and lease
of equipment arising out of the patents, know-how, and technology will be
conducted. In the event that for a period of three (3) years, there is no
diligent pursuit of the technology, the inventions, technology, and know-how,
the patents, technoloay, inventions and know-how shall then be offered on a
first rights basis to the Employee for the assumption of patent fees and nominal
royalties with reversion in title to the employee and inventors.
V. POST-EMPLOYMENT AND RELATED OBLIGATIONS
In the course of his employment it is anticipated that Employee will learn of
and conceive Company Information during Company time and at Company expense,
which Information relates to Company's interests and is likely to be of benefit
both to Company's competitors and Company during and after termination of
Employee's employment. Accordingly, Employee agrees that in those jurisdictions
where such obligations may from time to time be lawful:
(a) For the first one year after the termination of his employment as may
be lawful consistent with the time, place and circumstance, he will not
either directly or indirectly divert or aid others in diverting any trade
which Company was enjoying at the time of such
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termination or which he had solicited on Company's behalf during the last
two years of his employment at Company.
(b) During his employment and for two years after termination of his
employment as may be lawful consistent with the time, place and
circumstance, he will not either directly or indirectly solicit or aid or
cooperate with others in soliciting any Company employee to leave
Company's employ for other employment.
(c) Without limiting the term of his obligation hereunder to preserve
Company Information for so long as it remains protectable, Employee
specifically agrees that during his employment and for two years after
termination of such employment as may be lawfully consistent with the
time, place and circumstance he will accept no employment wherein the
loyal and diligent performance of the duties and responsibilities of the
new employment will inherently call upon him to use, to disclose or to
base judgments upon Company Information in any capacity, or to utilize the
good will of Company in making sales for a competitor of Company.
VI. BINDING ON SUCCESSORS
Any successor to the Company shall have the same rights and obligations of
the Company under this Agreement, provided, however, that in the event of a
merger by the Company or Group by another entity or the sale by Company or Group
of all or substantially all of its assets, employee has the option of
terminating his employment upon such merger or sale. Any successor shall be
bound by the Salary-Royalty Agreement as set out in Article I and
Disclosure-Title as set out in Article IV.
VII. MISCELLANEOUS
1. Applicable Law. This Agreement shall be construed under the laws of the
State of Texas, but no restriction shall be considered applicable in any
Jurisdiction where it is inconsistent with the public policy of that
jurisdiction.
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2. Common Law Remedies. The provisions of this Agreement shall not be
construed as any limitation upon the remedies which Company might, in the
absence of this Agreement, have at law or in equity for any wrongs of Employee.
3. Severance. In the event any provision of this Agreement is modified or
held ineffective by any Court in any respect, such adjudication shall not
invalidate or render ineffective any of the other provisions hereof.
4. Entire Agreement; Amendment. This Agreement constitutes the entire
understanding and agreement between the parties hereto and merges and supersedes
all prior agreements, understandings, representations, conditions, warranties
and covenants (oral or written, express or implied) between the parties
concerning the subject matter of this Agreement. No amendment, modification,
renewal, or extension of this Agreement or any of its provisions shall be
binding upon any party against whom enforcement of such amendment,
modifications, renewal or extension is sought, unless it is made in writing and
signed by such party or by a duly authorized representative of such party.
5. Waiver. The failure of either party to enforce at any time, or for any
period of time, any of the provisions of this Agreement shall not be construed
to be a waiver of such provisions or a waiver of the right of such party
thereafter to enforce each and every such provision.
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IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
originals as of the date and year first above written.
INTERNATIONAL ISOTOPES INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: President
EMPLOYEE: /s/ Xxx Xxx Xxxxxx
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XXX XXX XXXXXX
Date: 00-0-00
Xxxxxx, Xxxxx
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City and State of Employee Execution
This Agreement executed by Employee only after advice by the undersigned
counsel.
N/A
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Counsel
