EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 3rd day of January, 1989, between NORTHSTAR COMPUTER
FORMS, INC., a Minnesota corporation ("Corporation"), having its principal place
of business at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, and Xxxx Xxx
Xxxxx of Brooklyn Park, Minnesota ("Employee").
WHEREAS, Employee has been employed by the Corporation and the services of
the Employee will continue to be of value to the Corporation; and
WHEREAS, the Corporation has adopted a Deferred Compensation Plan for
Officer/Employees of the Corporation; and
WHEREAS, The execution by the Employee of an Employment Agreement is a
condition for participation by the Employee in the Deferred Compensation
Plan.
NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, it is mutually agreed as follows:
1. EMPLOYMENT AND DUTIES. Corporation employs Employee as an officer of
Corporation to perform such duties as may be assigned to him from time to time
by the Board of Directors as an integral part of the Corporation's operating
organization. Employee's duties shall include the application of all of his
skills and knowledge toward promoting and improving Corporation's business.
Employee shall be subject to the supervision and direction of the Board of
Directors of Corporation as to assignment and performance of his services.
Employee agrees to comply with the general standards and policies of Corporation
in every respect. Employee shall not enter into any contracts whatsoever on
behalf of Corporation, except as expressly authorized by the Board of Directors
of Corporation.
2. TIME DEVOTED. Employee agrees to devote substantially all of his time
and best efforts to the business of Corporation and the performance of his
duties hereunder, and he will not, without the express consent of the Board of
Directors of the Corporation, become actively associated with or engages in any
business or active employment other than that of Corporation. Employee may take
reasonable vacations, sick leaves and leaves of absence as Corporation may
agree, and as may be consistent with the current business of Corporation. The
use of Employee's non-corporation time IS a personal matter. Any contemplated
personal matter, activity or investment which reasonably affects Employee's
performance as an Employee of Corporation, or which may conflict with
Corporation's purposes, must be disclosed and consented to by Corporation.
3. TERM. The term of employment under this Agreement shall continue
until terminated by the Corporation or the Employee as hereinafter provided in
Paragraph 8.
4. COMPENSATION. As compensation for his services hereunder, including
services as an officer, director, member of any committee or any other duties
assigned him by the Board of Directors of Corporation, Employee shall receive
from Corporation an annual salary payable in equal monthly installments, plus
bonuses if any, in such amounts as shall be determined from time to time by the
Board of Directors of Corporation.
5. INSURANCE. Employee agrees that Corporation, in its discretion, may
apply for and procure in its own name and for its own behalf, life insurance on
Employee in an amount or amounts considered advisable, and Employee shall have
no right, title or interest therein; and Employee further agrees to submit to
any medical or other examination, and to execute and deliver any application or
other instrument in writing reasonably necessary to effectuate such insurance.
6. COVENANT NOT TO COMPETE. During the term of this Agreement and for a
period of two (2) years from and after the termination of employment of the
Employee for any reason, the Employee:
(a) Will not, directly or indirectly, solicit any of the customers of
the Corporation for the benefit of himself personally, or divert to
others any business of the Corporation.
(b) Will not, directly or indirectly, effect the solicitation of
employment of any employee or independent contractor of the
Corporation.
7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. During the term of this
Agreement and after the termination of this Agreement for any reason, the
Employee:
(a) Will not directly or indirectly use for himself or others or
disclose Confidential Information so long as said information
retains the characteristics of Confidential Information as
hereinafter defined.
(b) CONFIDENTIAL INFORMATION. Confidential Information means any
information or compilations of information that derives independent
economic value from not being generally known or readily
ascertainable by proper means. Confidential Information includes,
but is not limited to, trade secrets, customer lists, manufacturing
processes, sales techniques, marketing plans, marketing information,
management systems and procedures, and the results of research and
development whether complete or in process.
(c) DOCUMENTS AND TANGIBLE ITEMS. All documents and tangible items
which contain or deal in any manner with Confidential Information
are the property of Corporation and shall remain the exclusive
property of Corporation along with all copies, recordings,
abstracts, notes or reproductions of any kind made from or about the
documents and tangible items or the information they contain.
(d) INJUNCTIVE RELIEF. Injunctive relief is an appropriate remedy for
breach of any of the provisions of the Employment Agreement relating
to non-disclosure of information and to the Employee's Covenant Not
to Compete and shall be in addition to and not in limitation of any
monetary relief or other remedies or rights to which the Corporation
is or may be entitled to at law under the terms of the Employment
Agreement.
8. TERMINATION. This Agreement will terminate upon the occurrence of
any of the following events:
(a) The mutual written agreement of the parties at any time.
(b) Death of the Employee.
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(c) Physical or mental disability of Employee to the extent that
Employee is unable to carry on a substantial part of the
usual and customary duties of employment and such inability
continues for a period of twelve (12) months.
(d) Termination by the Corporation of Employee's employment for
"Good Cause".
(i) Breach by Employee of this Agreement including but
not limited to, violation of the Covenant Not to
Compete a hereinbefore defined, disclosure of any
Confidential Information and the refusal, neglect or
failure of Employee to perform his or her duties
consistent with the terms and conditions of
Paragraphs 1 and 2 hereof, and consistent with the
general standards, policies and objectives of the
Corporation.
(ii) Conviction of Employee of any crime punishable as a
felony or misdemeanor involving moral turpitude.
(iii) Any act of dishonesty involving corporate assets,
chemical dependency or continued failure to comply
with the rules and regulations of the Corporation
following written notice to the Employee as to the
specifics of his non-compliance.
(e) Upon the insolvency or bankruptcy of the Corporation.
9. MODIFICATIONS. This agreement supersedes all prior agreements and
understandings between the parties, and it may not be changed or terminated
orally. No modification, termination, or attempted waiver of any of the
provisions hereof shall be valid unless in writing signed by the party against
whom same is sought to be enforced. However, Employee's compensation may be
increased at any time by Corporation without in any way affecting any of the
other terms and conditions of this agreement, which in all respects shall remain
in full force and effect.
10. GOVERNING LAW. This agreement and all questions arising in
connection therewith shall be governed by the laws of the State of Minnesota.
11. ARBITRATION. If any controversy or claim arising out of this
agreement cannot be settled it shall be determined by arbitration in accordance
with the terms of the Uniform Arbitration Act, Minnesota Statutes Sections
572.08-572.30, except as hereinafter modified. Either party may, by written
notice to the other within ten (10) days after a controversy has arisen
hereunder, appoint an arbitrator. The other party shall, by written notice,
within ten (10) days after receipt of such notice by the first party, appoint a
second arbitrator and in default of such second appointment the first arbitrator
appointed shall be sole arbitrator. When- two (2) arbitrators have been
appointed as hereinabove provided, they shall, if possible, agree on a third
arbitrator and shall appoint him by written notice signed by both of them and a
copy shall be mailed to each party hereto within ten (10) days after such
appointment. On appointment of three (3) arbitrators as hereinabove provided,
such arbitrators shall hold an arbitration hearing at the registered office of
the Corporation within ten (10) days after the final appointment. At the
hearing, the laws of evidence of the State of Minnesota shall apply, and the
three (3) arbitrators shall allow each party to present his case, evidence, and
witnesses, if any, in the absence of the other party, and shall within thirty
(30) days of the appointment of the last arbitrator, render their award,
including a provision for payment of costs and
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expenses of arbitration to be paid by one or both of the parties hereto as the
arbitrators deem just. The award of the majority of the arbitrators shall be
binding on the parties hereto, in the same manner as a judgment of a court
having competent jurisdiction and shall be reviewed only in accordance with the
terms of the Uniform Arbitration Act, Minnesota Statutes Sections 572.08-572.30.
IN WITNESS WHEREOF, Corporation has caused this instrument to be executed
in its corporate name, and Employee has executed this Agreement the day and year
first above written.
IN PRESENCE OF: NORTHSTAR COMPUTER FORMS, INC.
By
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Its
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CORPORATION
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EMPLOYEE
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