EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT IS MADE this 1st day of May, 1998 by and between Genetic
Laboratories Wound Care, Inc., a Minnesota Corporation (hereinafter called the
"Company") and H. Xxxxx Xxxxxxxx (President) (hereinafter called the
"Executive").
1. DUTIES:
The Company hereby employs the Executive as President of the
Company, his powers and duties in that capacity to be such as may
be determined by the Board of Directors. During the term of this
Agreement, the Executive may also serve in such other offices of
the Company to which he may be elected or appointed by the Board
of Directors. The duties of the Executive shall include: the
implementation of corporate polices and implementation of Company
contracts in the areas of manufacturing, sales, and marketing in
compliance with appropriate governmental regulatory agencies
having jurisdiction over the Company's activities worldwide.
2. COMPENSATION:
As his base monetary compensation for his executive services to
the Company during the term of this Agreement in whatever capacity
rendered, the Company shall pay to the Executive in bi-weekly
installments the sum of $99,600 per year. This compensation may be
increased annually on the anniversary date of this Agreement,
during the term hereof, at a rate equal to the increase in the
consumer price index issued by the United States Department of
Labor with July 1, 1996 acting as the base index equal to 100
unless otherwise mutually agreed upon by the Executive and the
Company. Additional compensation based upon the pre-tax profits of
the Company may be paid annually to the Executive as incentive pay
as determined by the Board of Directors' Compensation Committee.
3. TERM:
The term of this Agreement shall extend through April 30, 2001
except as hereinafter provided.
A. With cause, the Company, on three days written notice to the
Executive, may terminate this Agreement and, thereupon, the
Company shall be obligated to pay the Executive his regular
compensation up to the 30th day following the date of termination.
The term "with cause" shall be defined only as the Executive's
fraudulent activity or the commission of a felony or other offense
involving moral terpitude or immoral conduct by the Executive on
behalf of, or in connection with, Company activities.
B. If the Executive is absent from his employment by reason of
illness or any other incapacity for more than six consecutive
weeks, the Company shall thereafter pay him fifty percent (50%) of
his regular base compensation until the Executive is able to
resume his duties. If his absence continues for six consecutive
months, this Agreement shall automatically terminate without
notice, but the Company shall be obligated to pay the Executive
fifty percent (50%) of his regular compensation through the date
of such termination.
C. The Executive may terminate this Agreement at anytime upon sixty
(60) days notice to the Company, and the Company shall be
obligated to pay him his regular compensation up to the date of
termination.
4. BENEFITS:
A. Fully paid family coverage (subject to applicable deductible
amounts and limitations) under the Company's current group medical
and dental plans or such comparable coverage as may be selected in
the future;
B. Term life insurance in an amount at least equal to and comparable
to the Executive's life insurance policy presently in force with
policy ownership and proceeds payable as the Executive shall
designate;
C. Disability insurance commensurate with such Executive insurance
presently in force, with policy ownership payable as designated by
the Executive;
D. A monthly automobile allowance to be mutually agreed upon by the
parties.
E. Annual funding of a deferred compensation plan mutually agreed
upon by the Executive and the Company.
5. VACATIONS:
The Executive shall be entitled to four weeks vacation during each
year. Said vacation is to be taken at the Executive's discretion.
6. EXPENSES:
The Company shall reimburse the Executive for all authorized items
of traveling, entertainment, and miscellaneous expenses incurred
while away on business from the principal office of the Company or
the office to which he is assigned, but reimbursement shall be
made only for those items on a signed itemized list of such
expenditures.
7. COVENANT NOT TO DISCLOSE:
The Executive shall not at any time during or after the
termination of the employment period knowingly reveal, divulge or
make known to any
person (other than the Company), or use for his own account any
customer lists, trade secrets or formula, or secret or
confidential information used by the Company prior to or during
the term of his employment by the Company and made known (whether
with the knowledge and permission of the Company, whether
developed, devised or otherwise created in whole or in part by the
efforts of the Executive and whether a matter of public knowledge
unless as a result of authorized disclosure) to the Executive by
reason of his employment by the Company. The Executive shall
retain all such knowledge and information which he may acquire or
develop during this employment by the Company concerning such
lists, secrets, formula and information in trust for the sole
benefit of the Company.
8. COVENANT TO REPORT:
The Executive shall promptly communicate and disclose to the
Company all information concerning the business or affairs of the
Company obtained by him in the course of his employment by the
Company. All written materials, records and documents made by the
Executive or coming into possession during the employment period
concerning the business or affairs of the Company shall be the
sole property of the Company and, upon termination of the
employment period, or upon the request of the Company during the
employment period, the Executive shall promptly deliver the same
to the Company. The Executive agrees to render to the Company such
reports of the activities undertaken by the Executive or conducted
under the Executive's direction pursuant hereto during the
employment period as the Company may reasonably request.
9. LEGALITY:
The parties covenant and agree that the provisions contained
herein are reasonable and are not known or believed to be in
violation of any federal or state law or regulation. In the event
a court of competent jurisdiction finds any provision contained
herein to be illegal or unenforceable, such court may modify such
provision to make it valid and enforceable. Such modification
shall not affect the remainder of this Agreement which shall
continue at all times to be valid and enforceable.
10. ARBITRATION:
Any controversy or claim arising out of, or relating to, this
Agreement of the breach thereof, shall be settled by arbitration
in accordance with the rules then obtaining of the American
Arbitration Association, and judgment upon the award rendered may
be entered in any court having jurisdiction thereof. The Agreement
shall be governed by and construed in accordance with the laws of
the state of Minnesota.
11. NOTICE:
Any notice required to be given pursuant to the provisions of the
Agreement shall be in writing and sent by registered mail to the
parties at the following addresses:
Company: Genetic Laboratories Wound Care, Inc.
0000 Xxxxxx Xxxx
Xx. Xxxx, Xxxxxxxxx 00000
Executive: H. Xxxxx Xxxxxxxx
00000 Xxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx 00000
12. ASSIGNMENT:
This Agreement shall inure to the benefit of, and shall be binding
upon, the Company, its successors, or assigns.
IN WITNESS WHEREOF, THE parties have hereunto executed this Agreement.
ATTEST:
/s/ Xxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
- ------------------------------------ -------------------------------------
H. Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
President Chief Executive Officer
5/1/98 5/1/98
- ------------------------------------ -------------------------------------
Date Date
/s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx
Director Compensation Committee
Member
5/1/98
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Date
Notary
/s/ Xxxxxxx X. Bierbalm 5/1/98
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