SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into effective as of
the 1st day of October, 1997 by and between Oxboro Medical International, Inc.,
a Minnesota corporation (the "Company"), and Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx").
R E C I T A L S
WHEREAS, the Company and Xxxxxxxxx have entered into an Employment
Agreement as of the 1st day of April, 1993 and, subsequently, entered into a
First Amendment to Employment Agreement as of December 21, 1993, and, later,
entered into an Appendix to Employment Agreement as of January 4, 1996;
WHEREAS, the term of the Employment Agreement was from April 1, 1993 until
March 31, 1998, as provided in Section VIII of the Employment Agreement;
WHEREAS, neither the First Amendment to Employment Agreement dated December
21, 1993 nor the Appendix to Employment Agreement dated January 4, 1996, between
Xxxxxxxxx and the Company extended the term of the Employment Agreement;
WHEREAS, Xxxxxxxxx and the Company desire to extend the term of the
Employment Agreement in accordance with and pursuant to the terms and conditions
set forth below;
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the mutual promises hereinafter
contained, the parties hereto agree as follows:
I. EXTENDED TERM OF EMPLOYMENT AGREEMENT
The term of the Employment Agreement is hereby extended from March 31, 1998
to September 30, 1999.
II. DIRECTORS
If Xxxxxxxxx is not re-elected as a director of the Company at the end of
his current term, then, at Xxxxxxxxx'x option, this Agreement shall terminate on
March 31, 1998 and the Consulting Agreement shall commence on April 1, 1998. At
least one of the two directors elected by the Board of Directors to fill the
existing two vacancies on the Board of Directors shall be nominated by
Xxxxxxxxx.
III. DUTIES AND RESPONSIBILITIES
The Company hereby employs Xxxxxxxxx as the Chief Executive Officer of the
Company and, in addition to the duties and responsibilities of the Chief
Executive Officer, Xxxxxxxxx shall also serve as the Chairman of the Board of
Directors and Chief Financial Officer of the Company until his successor is duly
appointed. In addition, Xxxxxxxxx agrees to provide such additional and other
services as he and the Company may mutually agree. Xxxxxxxxx shall devote
substantially all of his working hours to and for the benefit of the Company
and/or its wholly-owned subsidiary, Oxboro Outdoors, Inc.; it being understood
that during the term of this extended period that Xxxxxxxxx'x successors as
Chief Executive Officer and Chief Financial Officer will gradually assume more
responsibilities and the demand on Xxxxxxxxx will gradually decrease.
IV. COMPENSATION
Compensation for the extended period shall be as determined by the Board of
Directors and Xxxxxxxxx, but in no event shall Xxxxxxxxx'x base salary for the
extended term be less than his base salary as of October 1, 1997. In addition
to Xxxxxxxxx'x base salary during the extended term and the bonus, if earned
during or for the extended term, Xxxxxxxxx shall be reimbursed for the
reasonable costs of his estate planning, not to exceed $7,500, and shall, as a
part of said additional compensation increase Xxxxxxxxx'x life insurance
coverage with Xxxxxxxxx'x estate as a beneficiary with a like policy in the face
amount of $1 million. In addition, Xxxxxxxxx shall receive an option to
purchase 200,000 shares of common stock of the Company at an exercise price of
$1.00 per share, and the option shall be exercisable with respect to 100,000
shares from the date this Agreement is executed until the option expires five
years thereafter, and shall be exercisable with respect to the remaining 100,000
shares from and after October 1, 1998 if Xxxxxxxxx'x employment under the
Employment Agreement, as amended, has not been terminated, until the option with
respect to the remaining 100,000 shares expires five years after October 1,
1998. The Company shall, upon request by Xxxxxxxxx, provide the financing
necessary to enable Xxxxxxxxx to exercise either option or both options, which
financing shall be secured by the stock so purchased.
The bonus criteria, determination and calculation for the extended period
shall be determined pursuant to a separate Bonus Agreement, a copy of which
shall be attached hereto and made a part hereof; however, if the parties hereto
are unable to come to an agreement with respect to the bonus criteria,
determination and calculation, this Agreement and the Employment Agreement shall
be null and void and the Consulting Agreement shall immediately go into effect.
V. TERMINATION FOR CAUSE
Paragraph VIII(a) of the Employment Agreement is hereby superseded and
replaced by the following new paragraph VIII(a):
This Contract may be terminated by either party without cause, for any
reason or for no reason, at any time upon thirty (30) days written notice to the
other party. If the Company
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terminates the Employment Agreement without cause, then the Company shall pay
Xxxxxxxxx the unpaid base salary which would have been earned through the end of
the extended term plus all benefits for said period, and the Consulting
Agreement shall go into effect as of the date of such termination. The Company
may terminate this Contract immediately for Cause without prior notice to
Xxxxxxxxx. "Cause" shall mean the following:
(i) Conviction or judicial determination of a violation of a
standard of conduct of an officer as set forth in MSA Section 302A.361 or
of a conviction of a violation of securities laws or regulations, which
violations have a material adverse effect on the Company, or a conviction
of a felony for an act or failure to act outside of the scope of
Xxxxxxxxx'x employment and/or for an act or failure to act within the scope
of Xxxxxxxxx'x employment which act or failure to act has not been
disclosed to the Board of Directors of the Company as of the date of this
Agreement;
(ii) Failure or refusal by Xxxxxxxxx to perform a material
requirement of a specific duty or duties which specific duty or duties have
been determined by a unanimous resolution of the Board of Directors, with
Xxxxxxxxx abstaining, after receipt by Xxxxxxxxx of written notice thereof
specifying in detail the failure or refusal, and a reasonable time in which
to perform;
(iii) Xxxxxxxxx'x (a) death or (b) disability (by reason of
physical or mental disease, defect, accident or illness) such that
Xxxxxxxxx is or, in the unanimous opinion of two independent physicians,
one selected by the Company and one by Xxxxxxxxx or his representative, for
purposes of making this determination, will be unable for an aggregate of
180 or more days during any continuous 12-month period to render the
services required of him in his then current position(s) with the Company;
however, Xxxxxxxxx shall be deemed to be employed hereunder during said 180
day period and shall be paid his base salary and shall be provided ordinary
and standard benefits during said period.
With respect to subparagraph (ii) above, the Company shall give Xxxxxxxxx
written notice of such failure, refusal or breach, and Xxxxxxxxx shall have
thirty (30) days to cure such failure, refusal or breach. If such failure,
refusal or breach is not cured within said thirty (30) day period, "Cause" shall
be deemed to exist.
Upon termination of the Employment Agreement, as amended, whether with or
without cause and/or whether by the Company or by Xxxxxxxxx, the Consulting
Agreement shall commence as of the date of such termination, subject to the
provisions of the Consulting Agreement, as amended, between the parties hereto.
VI. VACATION
Xxxxxxxxx shall receive six (6) weeks of vacation for the extended eighteen
(18) month term of the Employment Agreement. If this Agreement is terminated
prior to the end of the eighteen (18) month period for cause, either by
Xxxxxxxxx or by the Company, then the vacation
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shall be deemed to accrue at one(1) week for each three (3) month period of
employment or any part thereof.
All other terms and conditions of the Employment Agreement, as amended,
shall remain unchanged, subject to future amendment by written agreement of the
parties hereto.
COMPANY: XXXXXXXXX:
OXBORO MEDICAL
INTERNATIONAL, INC. /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
By /s/ Xxxxxx X. Xxxxxxxxx
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Its Director
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