EMPLOYMENT AGREEMENT
Exhibit
10.2
EMPLOYMENT
AGREEMENT (this "Agreement") effective
as of July 7, 2009 (the “Effective Date”), by
and between Xxxxx.xxx Group,
Inc., a Delaware corporation (“Bonds” or the “Employer”) having an
office at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx XX, 0000, and Xxxxxxxxxxx Xxxxxxxx, an
individual residing at __________ (the "Executive").
W I T N E
S S E T H:
WHEREAS,
the Employer is engaged in the business of providing a platform for trading in
securities, primarily consisting of debt securities issued by various
corporations, municipalities and/or other entities; and
WHEREAS,
the Executive possesses the experience necessary in management and operations of
the Employer’s business in order to fulfill the responsibilities as a senior
executive officer of the Employer; and
WHEREAS,
the Employer desires to employ the Executive, the Executive desires to be
employed by the Employer, and the Executive has specifically provided to the
Employer all assurances that there is no prohibition or restraint legally or
otherwise in the Employer obtaining the services of the Executive, all in
accordance with the terms and provisions of this Agreement; and
NOW, THEREFORE, in consideration of
the covenants and promises hereinafter contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employer and the Executive represent, covenant and agree as
follows:
1. Employment. The
Employer hereby employs the Executive as Chief Operating Officer of Bonds in
accordance with the terms and provisions of this Agreement, and the Executive
hereby accepts such employment with the Employer.
2. Term. The
term of the Executive's employment hereunder shall begin on the Effective Date
and end on December 31, 2012 (the “Initial
Term”). This Agreement shall automatically renew for an
additional twelve (12) month period (the “Renewal Term”) if,
ninety (90) days prior to the end of the Initial Term, neither party has given
notice of termination or an intent not to renew, or the parties have not
mutually agreed upon the terms of a successor employment
agreement. The Initial Term and the Renewal Term, if any, shall be
collectively referred to herein as the “Term.”
3. Compensation. As
compensation for all services rendered by the Executive to the Employer pursuant
to this Agreement, Executive shall receive the following amounts during the
Term:
(a) Base
Salary. Executive shall receive an annual base salary as set
forth in the table below (the “Base
Salary”). The Base Salary shall be payable in accordance with
Employer's standard payroll practices. Amounts payable to the
Executive shall be reduced by required withholdings and other customary and/or
authorized deductions. During the Renewal
Term, if
any, the Executive shall continue to receive the Base Salary he was receiving in
the year prior to the Renewal Term.
FISCAL
YEAR
|
BASE
SALARY AMOUNT
|
2009
|
$225,000
|
2010
|
$348,750
|
2011
|
$470,813
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2012
|
$588,516
|
(b) Stock Award. In
connection with the commencement of Executive’s employment, subject to approval
by the Board of Directors of Bonds (the “Board”), the Employer will grant
Executive an option (the “Option”) to purchase
3,750,000 shares of common stock, $0.0001 par value per share (the "Common
Stock") of Bonds. The Common Stock will have an exercise price equal
to the fair market value (as determined by the Board) on the date of the
grant. The vesting schedule will be as follows: (i) 25% of shares of
Common Stock, or 937,500 shares of Common Stock, will be fully vested as of the
Effective Date; and (ii) 234,375 shares of Common Stock shall vest every three
months thereafter.
(c) Performance-Based Bonus
Payments. During the Term Executive shall receive a
performance-based quarterly bonus payment linked to the achievement of gross
revenues (as such term is generally understood in the bond trading industry), as
set forth on Schedule
I hereto.
(d) Discretionary
Bonus. At the Board of Directors’ sole discretion, the
Executive may also be entitled to receive a yearly bonus, in an amount and form
(either cash, equity or otherwise) as determined by the Board.
4. Vacation and Executive
Benefits. During the Term:
(a) Vacation and Sick
Time. The Executive shall be entitled to twenty-five (25)
accruable paid vacation and/or sick days per calendar year, in accordance with
the Employer's vacation/sick day policy as applicable to employees
generally. Vacation shall be taken upon reasonable advance notice to
the Employer, and at such times, so as not to interfere with the proper
operation of the Employer's business. The Executive shall be entitled
to accrue days not taken during his employment and will be paid out following
his resignation or termination.
(b) Executive Insurance
Benefits. The Executive shall be entitled to participate in
the health, dental, and 401(k) plans, if any, maintained by Employer, as well as
any other benefit plans made available to employees of Employer
generally. The Employer will cover 100% of the monthly premiums for
health, dental and vision (the “Health and Welfare Benefit
Plans”). The terms of the Executive’s participation in such
Health and Welfare Benefit
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Plans
shall be determined by the Board in its discretion and in accordance with those
plans. These plans are subject to change in the Employer’s sole
discretion. Starting on January 1, 2010, Employer will also
incorporate the Executive in the life and long-term disability insurance plans
maintained by the Employer, and cover any expenses in connection
therewith.
(c) Business
Expenses. Upon submission of itemized expense statements and
proper written receipts, the Employer shall reimburse the Executive for all
necessary and reasonable business travel, entertainment and other business
expenses incurred by the Executive according to the policies defined by the
Employer for fulfillment of his employment duties.
(d) Other
Allowances. During the Term, the Executive shall also receive
the following monthly payments: Auto Allowance: $1,300 per month.
5. Description of
Duties. During the Term, the Executive shall act as Chief
Executive Officer of the Employer and shall:
(a) Devote
on a full time basis all necessary time, best efforts, professional skills,
attention and energies to perform his duties hereunder to Employer;
(b) Act
in accordance herewith, and in all accounts be responsible and responsive to,
the Employer;
(c) Perform
such services as may be expected by the Board of Directors and the Chief
Operating Officer, including, without limitation, the following
duties:
|
(i)
|
developing
and implementing the nationwide expansion of the Employer’s
business;
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(ii)
|
working
and cooperating diligently with the Board of Directors to develop,
implement and execute the business plan of Employer, including without
limitation meeting and implementing the strategy of the Employer as set
forth by the Board of Directors in good
faith;
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(iii)
|
taking
all necessary steps to ensure continued existence of the Employer and
compliance by the Employer with all legal, financial and regulatory
requirements;
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(iv)
|
providing
all necessary assistance to the Chief Executive Officer and Board of
Directors and Employer in building an appropriate organization
structure;
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(v)
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maintaining
financial discipline and meeting topline and bottomline goals reasonably
set forth by the Board of Directors from time to
time;
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(vi)
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engaging
in duties consistent with the office of Chief Operating Officer;
and
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(vii)
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engaging
in such other lawful activities as directed by the Board of Directors from
time to time.
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6. General
Services. During the Term, the Executive shall:
(a) Observe
the Employer’s policies and standards of conduct, as well as customary standards
of business conduct, including any standards prescribed by law or regulation and
generally adhere to the Employer’s employee handbook;
(b) Perform
the Executive’s duties hereunder in a manner that preserves and protects the
Employer’s business reputation; and
(c) Do
all things and render such services as may be necessary or beneficial in
carrying out any of the foregoing.
7. Confidential Information and
Assignment of Inventions Agreement. The Executive hereby
acknowledges that the Executive has executed Bonds’ form of Confidential
Information and Invention Assignment Agreement (the “Confidentiality and
Assignment Agreement”). The Executive and the Employer hereby
acknowledge that such Confidentiality and Assignment Agreement is an integral
part of this Agreement and is thus incorporated herein its entirety by
reference.
8. Intentionally
Omitted.
9. Covenant Not to
Compete. (a) The Executive agrees that while employed by the Employer and
for a continuous period of six (6) months following the date of the termination,
expiration or cessation of the Executive’s employment with the Employer for any
reason whatsoever (the “Restricted Period”), the Executive shall not (without
the express prior written consent of the Board), directly or indirectly engage
in, own, manage, operate, join, control, or perform services for a Restricted
Enterprise (as defined herein) or associate with any entity, incorporated or
otherwise, which engages in a Restricted Enterprise in the United States whether
as a director, officer, employee, agent, shareholder, partner, owner,
independent contractor or otherwise. As used herein, a “Restricted
Enterprise” shall be any activity involving the business of providing an
electronic or online platform for trading in securities, primarily consisting of
debt securities issued by various corporations, municipalities and/or other
entities in the United States of America. For purposes of this
Section 9, the term “Employer” shall mean the Employer and any of their
subsidiaries.
(b) During
the Term, the Executive shall devote his full business time and attention to the
business of the Employer and the Executive will not engage in or devote time to
any personal business activities or business ventures that may interfere (as
determined in good faith by the Board of Directors) with his duties hereunder
without the express prior written consent of the Board. Executive
further agrees to diligently adhere to the Conflict of Interest Guidelines
attached as Exhibit
A hereto. The Executive warrants and represents that he has
the full right and authority to enter into this Agreement and to render services
as required under this Agreement and that by signing this Agreement and
rendering such services, he is not breaching any contract or legal obligation he
owes to any third party.
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10. Non-Solicitation.
(a) The
Executive shall not, either alone or in association with others, (i) solicit, or
permit any organization directly or indirectly controlled by or affiliated with
the Executive to solicit, any employee of the Employer to leave the employ of
the Employer, and (ii) for a period of two (2) years after the termination,
expiration or cessation of the Executive’s employment with the Company for any
reason, solicit for employment, hire, or engage as an independent contractor, or
permit any organization directly or indirectly controlled by or affiliated with
the Executive to solicit for employment, hire, or engage as an independent
contractor, any person who is or was either employed or engaged as an
independent contractor by the Employer.
(b) Without
limiting his obligations under section (a) above, for a period of two (2) years
after the termination, expiration or cessation of the Executive’s employment
with the Employer for any reason, Executive shall not (1) engage or participate
in any effort or act to solicit the Employer’s customers, suppliers, associates,
employees or consultants to cease, reduce or diminish doing business, or their
association or employment with the Employer; or (2) interfere in any manner in
the contractual or employment relationship between the Employer and any such
customer, supplier, associate, employee or consultant of the Employer. For
purposes of this Section 10, the term “Employer” shall mean the Employer and any
of its subsidiaries. Notwithstanding the foregoing, the restrictions
set forth in Section 10(b) above shall not prohibit Executive from engaging in a
general solicitation that is not specifically targeted or directed at the
Employer’s customers, suppliers, employees, contractors or clients.
11. Termination; Payments Upon
Termination.
(a) Termination
by the Company. The Employer may terminate
the Executive’s employment hereunder at any time, with or without Cause (as
defined below). In case Employer terminates Executive without Cause,
Employer shall give Executive thirty (30) days’ notice by delivering a Notice of
Termination (as defined below). The Employer may, in lieu of the
notice period, pay the Executive’s Base Salary for the thirty (30) day notice
period. For purposes of this Agreement, “Cause” shall mean the Executive’s: (i)
material failure by the Executive to render services to the Employer in
accordance with his assigned duties or to follow the lawful directives of the
Board of Directors consistent with the terms hereof; (ii) engaging in fraud, embezzlement,
dishonesty or misconduct that has caused or is reasonably expected to cause
injury to the Employer; (iii) a material breach of the terms of this Agreement
or (iv) conviction of, or entering a plea of guilty or nolo
contendere to, a crime that
constitutes a felony. Notwithstanding the foregoing,
prior to any such
termination for “Cause” the Employer shall provide the Executive with a written
notice stating with specificity the reason for the termination (a “Cause
Breach”). With
respect to termination for Cause Breach pursuant to subsections (a)(i), (a)(ii)
or (a)(iii), the Employer
shall allow the Executive a period of 10 days following the receipt of such
notice to cure such Cause Breach, if curable, and may only terminate the Executive’s
employment for Cause if
such Cause Breach shall not have been cured by the Executive prior to the end of
such 10-day period.
(b) Termination
by the Executive. The Executive may terminate
his employment hereunder at any time, with or without Good Reason (as defined
below). The
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Executive
shall give the Employer at least 30 days’ prior notice of his desire to
terminate his employment by delivering a Notice of Termination. For
purposes of this Agreement, “Good Reason” shall
mean (i) any material adverse change in the Executive’s job duties or
responsibilities, (ii) any change in the Executive’s reporting lines such that
Executive is reporting to personnel within the Employer that are subordinate to
the Executive, (iii) the Employer’s requiring the Executive to be principally
based at a location that is more than 50 miles from the Employer’s location as
of the Effective Date or (iv) a Change of Control (as defined below) of the
Employer. Notwithstanding the foregoing, the Executive shall not
terminate his employment for Good Reason until and unless (x) the Executive has
given the Employer written notice stating with specificity the reason for the
termination (a “Good
Reason Breach”) and (y) the Executive has given the Employer a period of
10 days following the receipt of such notice to cure such Good Reason Breach, if
curable, and (z) such Good Reason Breach shall not have been cured by the
Employer prior to the end of such 10-day period. For the
purposes hereof, the term “Change of Control”
shall mean the occurrence of a transaction or a series of transactions that
result(s) in: (1) Xxxx Xxxxx III and Xxxx Xxxxx IV, collectively, owning less
than a majority of the Employer’s outstanding shares of capital stock; or (2) a
sale of all or substantially all of the assets of the Employer.
(c) Termination
due to Death or Disability.
The Executive’s employment hereunder shall terminate in the event of the
Executive’s death, and the Employer may terminate the Executive’s employment
hereunder in the event of the Executive’s Disability. “Disability” shall
be defined as the following: the Executive becomes physically or mentally
incapacitated and is therefore unable (or will, as a result thereof, be unable
to perform his duties for a period of two (2) consecutive months or for an
aggregate of three (3) months in any twelve (12) consecutive month
period. Any questions as to the existence of a Disability of
Executive as to which Executive and the Employer cannot agree shall be
determined in writing by a qualified independent physician mutually acceptable
to the Executive and Employer. If the Executive and Employer cannot
agree as to a qualified independent physician, each shall appoint one (1) such
physician and those two (2) physicians shall select a third who shall make such
determination in writing. The determination of Disability made in
writing to the Employer and Executive shall be final and conclusive for all
purposes of this Agreement.
(d) Notice of
Termination. Any
termination of the Executive’s employment by the Employer pursuant to this
Section 11 by either party (other than by reason of the Executive’s death) shall
be communicated by a written Notice of Termination addressed to the other
party. A “Notice of
Termination” shall mean a
notice stating that Executive’s employment has been or will be terminated and
the specific provisions of this Section 11 under which such termination is being
effected.
(e) Payments
Upon Termination of Employment.
(i) Without
Cause. If the
Executive’s employment is terminated by the Employer without Cause, the Employer
shall pay to the Executive, in pro rata monthly payments over the twelve (12)
months following the effective date of termination, an amount (the “Severance
Amount”) equal to two (2)
times the greater of (a) Executive’s compensation received in the full calendar
year prior to termination (including the Base Salary, Bonus, and any other
payments due and owing to the Executive); or (b) Executive’s compensation
received and
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to be
received in the calendar year in which the termination occurred (including the
Base Salary, Bonus, and any other payments due and owing to the Executive),
assuming that the Employer achieved the maximum gross revenue targets or other
performance metrics for such year and Executive would therefore be entitled to
receive the highest Bonus amount agreed to by the Employer and the
Executive. For clarity, the following shall serve as an example of
the amount contemplated by Section 11(e)(i)(b): if in any given year of
termination, the Executive was entitled to receive $100,000 as Base Salary and,
for achieving the highest performance metric set forth in Schedule
I, $200,000 as Bonus, and no other payments were due and owing to the
Executive, then Executive would be entitled to receive as a Severance Payment
two (2) times the amount of $100,000 plus $200,000, or $600,000 (unless the
amount set forth in Section 11(e)(i)(a) was higher). In addition,
there shall be an acceleration of vesting under the Option such that all
remaining unvested shares under the Option shall immediately become exercisable
upon termination. Employer shall also continue to provide the
benefits under the Health and Welfare Benefits Plan set forth in Section 4(b) to
the Executive and his eligible dependents, for the greater of (x) the remaining
Initial Term of the Agreement or (y) twelve (12) months.
(ii) With Good
Reason. If the
Executive’s employment is terminated by the Executive with Good Reason, then the
Employer shall pay to the Executive, in pro rata monthly payments over the
twelve (12) months following the effective date of termination, an amount equal
to the Severance Amount. In addition, there shall be an acceleration
of vesting under the Option such that all remaining unvested shares under the
Option shall immediately become exercisable upon
termination. Employer shall also continue to provide the benefits
under the Health and Welfare Benefits Plan set forth in Section 4(b) to the
Executive and his eligible dependents, for the greater of (i) the remaining
Initial Term of the Agreement or (ii) twelve (12) months.
(iii) For Cause;
Without Good Reason. If the Executive’s employment is
terminated by the Employer for Cause or by the Executive without Good Reason,
then the Executive shall not be entitled to the Severance Amount or any other
payment under this Agreement, other than the payments set forth in Section
11(e)(v) below.
(iv) Disability. If
the Executive’s employment is terminated as a result of a Disability pursuant to
the terms hereof, the Employer shall continue to pay to the Executive during the
Disability period (for avoidance of doubt, not to exceed a three (3) month
period) such amounts, if any, that when added to any and all disability
insurance payments paid or payable to Executive, will equal Executive’s Base
Salary (calculated net of personal income taxes payable on such Base Salary
amount so that Executive receives the same Base Salary on an after tax basis)
immediately prior to the termination for disability. The Executive
shall be entitled to receive his Base Salary through the effective date of
termination and all compensation and/or benefits that have vested or accrued or
that were earned immediately prior to the effective date of termination, payable
in accordance with the terms and conditions of the applicable compensation
and/or benefits plans, programs or arrangements. The Executive shall
not be entitled to the Severance Amount.
(v) Other
Reasons. In the event of the termination of the Executive’s
employment hereunder for any other reason other than the reasons already
specified in this Section 11(e), including death, the Executive shall be
entitled to receive his Base Salary through
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the
effective date of termination and all compensation and/or benefits that have
vested or accrued or that were earned immediately prior to the effective date of
termination, payable in accordance with the terms and conditions of the
applicable compensation and/or benefits plans, programs or
arrangements. The Executive shall not be entitled to the Severance
Amount.
(f) No Right to Continuing
Employment. The Executive agrees that nothing contained in
this Agreement shall be construed to give the Executive a right to continuing
employment beyond the Termination Date.
12. No
Assignment. The Executive acknowledges that the services to be
rendered by the Executive pursuant to this Agreement are
unique. Accordingly, the Executive shall not assign any of the
Executive’s rights or delegate any of the Executive’s duties or obligations
under this Agreement. Nothing herein shall prevent the Employer from assigning
its rights and obligations under this Agreement in connection with the transfer
of all or substantially all of the assets of the Employer, or in connection with
the sale of stock, merger or consolidation.
13. Severability. All
of the terms and provisions contained in this Agreement are severable and, in
the event that any of them shall be deemed unenforceable or invalid by a court
of competent jurisdiction, then this Agreement shall be interpreted as if such
unenforceable or invalid term or provision were not contained
herein.
14. Reformation of Time,
Geographical and Occupational Limitations. The Employer and
Executive agree and stipulate that the obligations set forth in Sections 7
through 10 of the Agreement are fair and reasonable. Therefore, in
furtherance of and not in derogation of these provisions of this Agreement, in
the event that any provision in this Agreement is held to be unenforceable by a
court of competent jurisdiction because it exceeds the maximum time,
geographical or occupational limitations permitted by applicable law, then such
provision(s) shall be and hereby are reformed to the maximum time, geographical
and occupational limitations as may be permitted by applicable law.
15. Governing Law; Consent to
Personal Jurisdiction. This Agreement will be governed by the laws of the
State of Florida, without regard to its conflicts of laws
principles. Each of the parties of this Agreement consents to the
exclusive jurisdiction and venue of the Courts of the State and Federal Courts
of Florida.
16. Entire
Agreement. This Agreement, the Exhibits and Schedules attached
hereto constitutes the entire agreement of the parties hereto, and replaces all
prior agreements, promises, representations and understandings between the
Employer and the Executive whatsoever concerning the limited subject matter
hereof. There are no other agreements, conditions or representations,
oral or written, express or implied, which form the basis for this
Agreement.
17. Modification. No
waiver or modification of this Agreement or of any covenant, condition, or
limitation contained herein shall be valid unless in a writing of subsequent
date hereto and duly executed by the party to be charged therewith and no
evidence of any waiver or modification shall be offered or received in evidence
in any proceeding, arbitration, or litigation between the parties hereto arising
out of or affecting this Agreement, or
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the
rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed as aforesaid. The parties
further agree that the provisions of this Section may not be waived except as
herein set forth.
18. Section
Headings. The section headings contained in this Agreement are
for convenience only, and shall in no manner be construed as part of this
Agreement.
19. Waiver of
Breach. The waiver by either party of a breach or violation of
any provision of this Agreement shall not operate as, or be construed to be, a
waiver of any subsequent breach thereof.
20. Notices. Any
notice required or permitted by this Agreement shall be in writing and shall be
deemed sufficient upon receipt, when delivered personally or by courier,
overnight delivery service or confirmed facsimile, or three (3) days after being
deposited in the regular mail as certified or registered mail (airmail if sent
internationally) with postage prepaid, if such notice is addressed to the party
to be notified at such party’s address or facsimile number as set forth above,
or as subsequently modified by written notice,
21. Withholding. The
Employer shall deduct and withhold from Executive’s compensation all necessary
or required taxes, including but not limited to Social Security, withholding and
otherwise, and any other applicable amounts required by law or any taxing
authority.
22. Survival
Clauses. Section 7, Sections 9 and 10, Sections 14 through 16
and Section 20 of this Agreement shall survive the termination of the
Executive's employment with the Employer for any reasons set forth in such
Sections.
23. Construction. Each
party has cooperated in the drafting and preparation of this
Agreement. Hence, in any construction to be made of this Agreement,
the same shall not be construed against any party on the basis that the party
was the drafter. The captions of this Agreement are not part of the
provisions and shall have no force or effect.
24. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but which together shall constitute one and the same
instrument.
25. Legal Counsel. Executive
represents that he is knowledgeable and sophisticated as to business matters,
including the subject matter of this Agreement, that he has read this Agreement
and that he understands its terms. Executive acknowledges that prior
to assenting to the terms of this Agreement he has been given a reasonable time
to review it, to consult with counsel of his choice, and to negotiate at
arm's-length with the Employer as to its contents. Executive and the
Employer agree that the language used in this Agreement is the language chosen
by the parties to express their mutual intent, and that they have entered into
this Agreement freely and voluntarily and without pressure or coercion from
anyone.
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IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
hereinbefore first written.
EMPLOYER
XXXXX.XXX
GROUP, INC.
By: _____________________________
Name:
Title:
EXECUTIVE
____________________________________
XXXXXXXXXXX
XXXXXXXX
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SCHEDULE
I
During
the term of Executive’s employment with the Employer, the Executive shall be
eligible for performance-bonus payments for each of 2009, 2010, 2011 and 2012
(each, a “Bonus”).
The Bonus
Payment for 2009 shall be based on the Employer reaching certain gross revenue
targets. If the Employer reaches the target set forth below, then the
Executive shall receive the Performance Bonus Payment set forth across from such
target.
Gross Revenue Targets
|
Executive’s Performance Bonus
Payment
|
$5,000,000
|
100%
of Base Salary
|
$7,500,000
|
125%
of Base Salary
|
$10,000,000
|
150%
of Base Salary
|
$12,500,000
|
200%
of Base Salary
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For each
of 2010, 2011 and 2012, Employer and Executive shall mutually agree prior to the
start of each year as to the gross revenue targets and/or other performance
metrics and amounts of Bonus for such year.
Employer
shall pay the Executive the Bonus, if any, within 45 days of the end of the
calendar year for which such Bonus is due.
Exhibit
A
CONFLICT
OF INTEREST GUIDELINES
It is the policy of the Employer to
conduct its affairs in strict compliance with the letter and spirit of the law
and to adhere to the highest principles of business ethics. Accordingly, all
officers, employees and independent contractors must avoid activities, which are
in conflict, or give the appearance of being in conflict, with these principles
and with the interests of the Employer. The following are potentially
compromising situations, which must be avoided. Any exceptions must be reported
to the Board of Directors of the Employer and written approval for continuation
must be obtained.
1. Revealing
confidential information to outsiders or misusing confidential information.
Unauthorized divulging of information is a violation of this policy whether or
not for personal gain and whether or not harm to the Employer is intended (The
Employment Agreement elaborates on this principle and is a binding
agreement).
2. Accepting
or offering substantial gifts, excessive entertainment, favors or payments which
may be deemed to constitute undue influence or otherwise be improper or
embarrassing to the Employer.
3. Participating
in civic or professional organizations that might involve divulging confidential
information of the Employer.
4. Initiating
or approving personnel actions affecting reward or punishment of employees or
applicants where there is a family relationship or is or appears to be a
personal or social involvement.
5. Initiating
or approving any form of personal or social harassment of
employees.
6. Investing
or holding outside directorship in suppliers, customers, or competing companies,
including financial speculations, where such investment or directorship might
influence in any manner a decision or course of action of the
Employer.
7. Borrowing
from or lending to employees, customers or suppliers.
8. Acquiring
real estate or other property of interest to the Employer.
9. Improperly
using or disclosing to the Employer any proprietary information or trade secrets
of any former or concurrent employer or other person or entity with whom
obligations of confidentiality exist.
10. Unlawfully
discussing prices, costs, customers, sales or markets with competing companies
or either employees.
11. Making
any unlawful agreement with distributors with respect to prices.
12. Improperly
using or authorizing the use of any inventions, which are the subject of patent
claims of any other person or entity.
13. Engaging
in any conduct, which is not in the best interest of the Employer.
Each
officer, employee and independent contractor must take every necessary action to
ensure compliance with these guidelines, and to bring problem areas to the
attention of higher management for review. Violations of this conflict of
interest policy may result in discharge without warning.