EMPLOYMENT AGREEMENT
PARTIES:
Quantech Ltd. (the "Company")
0000 Xxxxxx Xxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxxx Xxxx (the "Employee")
000 X XxXxxxx Xx.
Xxxxxxx, 00000
DATE: December 1, 1997
RECITALS:
A. The Company is engaged in the business of developing and
commercializing certain patents, technology, associated proprietary data and
existing operating prototypes related to medical diagnostics based upon Surface
Plasmon Resonance.
B. The Employee seeks to be employed, and the Company seeks to
employ, Employee under the terms of this Agreement.
C. The Employee agrees that as a condition to employment with
the Company the Employee will abide by the terms of this Agreement.
D. The Employee desires to be employed by the Company in a
capacity in which he may contribute to, or receive confidential information, and
acknowledges that the Company will suffer irreparable harm if Employee uses
confidential information outside his employment or makes any unauthorized
disclosure of such confidential information to any third party or uses such
confidential information wrongfully or in competition with the Company.
E. Employee further recognizes that execution of this
Agreement is an express condition of employment.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and other benefits now or hereafter paid or made available to
Employee by the Company, the parties hereby agree as follows:
1. Employment at Will. The Company hereby employs Employee as Chief Executive
Officer of the Company until such time as the Company or Employee decides to
terminate Employee's employment. Nothing in this Agreement shall be construed to
create an employment relationship other than one that is at will or constituting
a commitment, guaranty, agreement, or understanding of any kind or nature that
Quantech shall continue to employ Employee, nor shall this letter affect in any
way the right of Quantech to terminate Employee's employment at any time and for
any reason.
2. Duties and Supervision. During the term of this Agreement, Employee agrees to
devote best efforts to the business and affairs of the Company and agrees to
perform such reasonable services and duties as may, from time to time, be
assigned to him by the Board of Directors. The Company acknowledges that
Employee shall not devote full time to the affairs of the Company and will
perform services for other persons, firms and corporations.
3. Employee Benefits. The Company will reimburse Employee for all of Employees
out-of-pocket expenses related to the Company business.
4. Payments Upon Termination Employment. Employee shall not be entitled to any
payments upon termination of employment, except any bonuses that have accrued to
Employee through the date of such termination shall be paid by the Company, and
further provided that Employee shall also be entitled to a lump-sum payment of
$150,000 if termination of Employment is a result of a sale of substantially all
of the assets of the Company or a change in the control of more than 50% of the
Company's Capital Stock pursuant to a single transaction or a series of
transactions by the same acquiring party.
5. General Provisions.
A. Injunctive Relief. In addition to any other relief afforded
by law, the Company shall have the right to enforce the covenants contained in
this Agreement by seeking injunctive relief against Employee and any other
person concerned thereby, it being understood that both damages and injunctive
relief shall be proper modes of relief and are not to be considered as
alternative remedies.
B. Severability and Interpretation. In the event that a
provision of this Agreement is held invalid by a court of competent
jurisdiction, the remaining provisions shall nonetheless be enforceable
according to their terms. Further, in the event that any provision is held to be
overbroad as written, such provision shall be deemed amended to narrow its
application to the extent necessary to make the provision enforceable according
to applicable law and shall be enforced as amended.
C. Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes any and all prior oral or written
understandings between the parties relating to the subject matter hereof, except
for the Confidentiality and Invention Agreement entered into between the Company
and Employee of even date with this Agreement.
D. Modification and Waiver. No purported amendment,
modification or waiver of any provision hereof shall be binding unless set forth
in a written document signed by all parties (in the case of amendments or
modifications) or by the party to be charged thereby (in the case of waivers).
Any waiver shall be limited to the provisions hereof and the circumstances or
event specifically made subject thereto, and shall not be deemed a waiver of any
other term hereof or of the same circumstance or event upon any reoccurrence
thereof.
E. Assignment. This Agreement shall be binding on Employee's
heirs, assigns and legal representatives and may be transferred by the Company
to its successors and assigns.
F. Governing Law. This Agreement is governed by and shall be
construed in accordance with the laws of the State of Minnesota.
G. Arbitration. All disputes arising under this Agreement
shall be submitted for arbitration in the state of Minnesota, the United States
of America.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
"Company"
QUANTECH LTD.
----------------------------
Xxxxxxx Xxxxxxx, COO & CFO
"Employee"
----------------------------
Xxxxxx Xxxx, CEO
