EMPLOYEE AGREEMENT
EFFECTIVE MARCH 1, 1994
Agreement between , Hong Chen , hereafter referred to as Employee and Aimnet
Corporation, hereinafter referred to as Employer.
Employer and Employee agree as follows:
1. Employment, Complete Agreement, and Modification
Employer will employ Employee, and Employee will be employed by Employer on
the terms and conditions hereafter set forth. This Agreement supersedes all
previous correspondence, promises, representations, and agreements. If any,
either written or oral. No provision of this Agreement may be modified
except by a writing signed by both Employer and Employee. This Agreement
consists of six (6) pages.
2. Termination of Employment
Either party man terminate this Agreement at any time during the duration
of employment, for any reason whatsoever or for no reason and without
cause, upon the giving of two (2) weeks notice to the other. However,
Employer may terminate this Agreement without prior notice during the first
ninety (90) clays of employment, and without notice after the ninety (90)
days if Employee has misappropriated company property or funds. No policies
or procedures of Employer or benefits provided by Employer, whether oral or
written, express or implied, formal or informal, am intended, nor shall
they be construed, to limit the right or ability of Employer or Employee to
terminate this Agreement as set forth above. In the event Employee is
terminated due to a reduction in force, severance pay, if applicable, will
not reduce Employee's right to prior notice required under this paragraph.
Employees employment is and shall be "at will". Except as otherwise agreed
in writing or as otherwise provided in this Agreement, upon termination of
employment neither Employer nor Employee shall have any further obligation
to each other.
3. Duties and Compensation
Employee shall perform any and all duties now or hereafter assigned to
Employee by Employer, as well as other tasks whether or not assigned by
Employer, for a salary as may from time to time be fixed by Employer.
Employee's salary will constitute the full and exclusive monetary
consideration and compensation for all services performed by Employer, and
for the performance of all his or her promises and obligations hereunder.
Employee's salary may be increased or decreased from time to time by
Employer, in Employers sole discretion, without violating this Agreement.
4. Other Compensation
Any additional compensation awarded to Employee (whether by way of bonus
payment, opportunity
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to acquire stock, or any other form of additional compensation) shall reset
in the sole discretion of the Board of Directors of Employer, and Employee
shall not earn or accrue any right to any such additional compensation by
reason of his or her employment hereunder.
Employee's other compensation may be increased or decreased by Employer, in
Employer's sole discretion without violating this Agreement.
5. Rules and Regulations
Employee will abide by Employers rules and regulations, and practices
concerning vacation, sick leave, and other terms and conditions of
employment, as they may from time to time be adopted or modified.
6. Employee Benefit Plans
Employer may adopt, or continue in force, benefit plans for the benefit of
all of its employees or only certain of its employees. Such benefit plans
may include, as examples only, group life insurance, medical insurance,
401K, and profit sharing plans. Employer, In its sole discretion, may
increase or decrease the benefits provided by such plan or plans or
terminate any or all such plans at any time, and may choose not to adopt
any additional plans, without violating this Agreement. Employee's rights
under any benefit plans now in force or later adopted by Employer shall
governed solely by the terms of such plans.
7. Expenses
Employer will reimburse Employee for all substantiated reasonable travel
and out-of-pocket expenses incurred in accordance with Employer's travel
policy.
If Employer pays for relocation of Employee, and Employee resigns the
employ of Employer within one (1) year of such relocation, Employee shall,
within ten (10) days of his or her resignation, pay to Employer any moving
expenses related to such relocation previously paid or reimbursed by
Employer.
8. Noncompetition by Employee during Employment
During his or her employment, Employee shall not, directly or indirectly,
engage or participate in any business that is in competition with the
business of Employer. This prohibition shall not include ownership by
Employee of less one percent (1%) of the outstanding stock in a publicly
traded corporation.
9. Duty to Devote Full Time and Avoid Conflict of Interest
During his or her employment, Employee shall devote full-time efforts to
his or her duties as an Employee of the Employer. Employee will not,
directly or indirectly, engage or participate in any activities during the
period of employment in conflict with the best interests of Employer.
10. Invention Belong to Employer
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Employee shall promptly disclose and assign to Employer all of Employee's
right, title and interest in and to any and all ideas, inventions,
discoveries or creations which are or may become legally protectable or
recognized improvements, including but not limited to computer programs,
algorithms, methods, manufacturing techniques, writings and other works of
authorship, illustrations and pictures which Employee solely or jointly has
or may in the future have conceived, made or reduced to practices or
developed, in whole or part, during work time, unless the idea, invention,
creation or discovery (1) does not use Employers equipment, supplies,
facilities or trade secret information; (2) was developed entirely on
Employee's own time without the use of Employer's equipment, supplies or
facilities; (3) does not relate to the business of Employer or to
Employer's actual or demonstrable anticipated research or development; and
(4) does not result from work Employee performs for Employer. Employee will
assign to Employer inventions or creations created or discovered by
Employer, or jointly by Employee and a co-employee or co-employees, on
Employee's or their time if the same relate to the business of Employer or
to its actual or demonstrably anticipated research or development or which
results from any work performed by Employee for Employer. The forgoing
Agreement is binding upon Employee's heirs, representatives and assignees.
Pursuant to the above, Employee will execute and deliver to Employer or its
attorneys without additional compensation, but without expense to Employee,
any and all instruments including United States and foreign patent
applications, instruments to secure priority rights under the International
Convention for the Protection of Industrial Property, applications for
securing or registering any property rights assigned herein, and will
perform any and all lawful acts which in the judgment of, Employer or its
attorneys maybe necessary or desirable to secure or maintain for the
benefit of Employer, patents or other proprietary rights in the Unites
States and all foreign countries with respect to the property rights to be
assigned herein.
It is understood that the election of whether or not to file a patent
application on any disclosure submitted by Employee and the manner of
preparation and prosecution of any and all Unites States or foreign patent
applications shall be wholly within the discretion of Employer, and at its
expense. If Employee petitions in writing to Employer for a release of any
rights hereunder granted, Employer will promptly consider and act on such
petition, but is not obligated to release any of its rights.
11. Trade Secrets and Proprietary Information of Employer
Employee will have access to, will acquire and become acquainted with
various trade secrets, confidential and proprietary information, relating
to Employer's business, including but not limited to: client, employee,
supplier, and distributor lists, contacts, addresses, information about
employees and employee relations, training manuals and procedures,
recruitment method and procedures, employment contracts, employee
handbooks, information about clients and suppliers, price lists, costs and
expenses, documents, budgets, proposals, financial information, inventions,
patterns, processes, computer programs, manufacturing, recruitment and
distribution techniques, specifications, tapes and compilations of
information, all of which are owned by Employer, other parties with which
Employer does business ("Third Parties") or clients of Employer and which
are used n the operation of Employer's, Third Parties and/or a client's
business. Employee shall hold in strictest confidence and shall not (other
than as specifically allowed in writing by Employer) disclose or use any
trade secret or confidential information of Employer, directly or
indirectly, or use them in any way, either during the term of Employee's
employment, or at any time thereafter, except as required by Employer in
the course of Employee's employment. Employee understands that the term
"trade secret" or confidential information" means all information
concerning Employer, Third Parties and/or clients of Employer, or any
parent, subsidiary or affiliate of Employer, Third Parties, and/or a cli-
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ent (including, but not limited to, information regarding the
peculiarities, preferences and manner of doing business) that is not
generally known to the public. All items referred to in this paragraph and
similar items relating to the business of Employer, Third Parties and/or a
client, whether prepared by Employee or otherwise, shall remain the
exclusive property of Employer, Third Parties and/or client and shall not
be removed from Employer's, Third Parties' and/or clients premises without
prior written consent of Employer. Employee also agrees that the remedy at
law for breach of this paragraph is inadequate and that Employer, in
addition to any other remedy, can seek appropriate injunctive relief from
an appropriate court or arbitrator, at its election.
12. Confidential Information of Clients
All ideas, concepts, information and written material disclosed to Employee
by Employer, or acquired from a client of Employer, and all financial,
accounting, statistical, personnel, and business data and plans of clients,
are and shall remain the sole and exclusive property and proprietary
information of the Employer, or said client, and are disclosed in
confidence by Employer or permitted to be acquired from clients in reliance
on Employee's agreement to maintain them in confidence and not to use or
disclose them to any other person except in furtherance of Employer's
business. The prohibitions of this paragraph shall not apply to any
information which is later publicly disclosed, or is obtained by Employee
in a legal manner from another source not connected with or related to
Employer.
13. Return of Information
On or before termination of employment, Employee will return to Employer
all originals and copies of all of any part of:
Lists and sources of clients and suppliers;
Lists of employees;
Proposals to clients or drafts of proposals;
Reports, job notes, specifications, and drawings pertaining to
clients; or
Any and all other things, equipment, and written materials obtained by
Employee during the course of employment from Employer or from any
client of Employer.
14. Post-Employment Nonsolicitation of Clients
It is understood that Employee will learn trade secrets, confidential and
proprietary information as referred to in paragraphs 11 and 12 above. Use
of such trade secrets, confidential and proprietary information will
provide Employee with an unfair advantage over Employer, as compared to a
normally competitive situation. Employee agrees that if he or she solicits
business from Employer's clients and prospective clients, Employee will of
necessity use such trade secrets, proprietary and confidential information,
and such solicitation would be unfair. In recognition of this, Employee
agrees that upon termination of employment, he or she will not engage in
the conduct described below:
Employee shall not solicit any clients of Employer (i.e., clients where at
least a project has been conducted in the last two (2) years), or attempt
to take away any business of Employer that is either under way or about to
begin at the termination of employment.
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For a period of one (1) year following termination of employment, employee
shall not interfere or compete in any way with any proposal or other
efforts of Employer, already in process (that is, a proposal sent to or
being then currently developed for a specific existing or prospective
client or clients, or contemplated to be submitted to a specific existing
or prospective client or clients by Employer within one (1) year) at the
termination of employment.
For a period of one (1) year following termination of employment, Employee
shall not make use any of his or her personal relationships or business
contacts developed during the course of employment with Employer ant
utilized for business purposes within the two (2) years prior to
termination, for the benefit of himself, herself or another, in an
competitive manner with respect to the business of Employer.
Notwithstanding the foregoing, the Employee and Employer agree that there
is no restriction on Employee's right, upon termination, to send general
announcements of any new employment or to contact in the same manner all
potential customers of this new employment without selecting or devoting
special attention (as in a, b, or c above or otherwise) to Employer's
clients or prospective clients.
15. No Solicitation of Employees
Employee will not, either during the term of Employee's employment or at
any time thereafter, attempt to solicit or influence any of Employer's
employees to: (a) become employees of, or render services to, any other
employer or business; (b) engage in any activity, business or undertaking
not sponsored by Employer; or (c) engage in any activity contrary to or
conflicting with the interests of Employer, while the Employee is employed
by Employer. Employee agrees that the remedy at law for breach of this
paragraph is inadequate and that Employer, in addition to any other remedy,
can seek appropriate injunctive relief from and appropriate court or
arbitrator, at its election.
16. Injective Relief
The services of Employee, as well as the trade secrets and the proprietary
and confidential information of Employer are of a special, unique, unusual
and extraordinary nature, which give them a unique value, the loss of which
cannot reasonably or adequately be compensated for in damages in an action
at law. The breach by Employee of any provision of this Agreement would
cause the Employer irreparable injury and damage, the measure of which
could not be adequately measured at law. Employer shall be entitled, as a
matter of right, to injunctive and other equitable relief to prevent the
violation of any provision of this Agreement by Employee. Employee hereby
consents to the granting of such injunctive or other equitable relief. The
exercise by Employer of any of its rights hereunder shall not constitute a
waiver by Employer of any other rights which it may have to damages or
otherwise.
17. Severability
In any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extend
permitted by law, and the invalid or unenforceable term will be deemed
amended and limited in accordance with the intent of the parties, as
determined from the face of the Agreement, to
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the extent necessary to permit the maximum enforceability or validation of
the term or provision.
18. Agreement Binding on others
This Agreement is binding on the heirs, executors, administrators, and
successors-in-interest of the parties hereto.
19. Governing Law
This Agreement shall be construed and enforced according to the laws of the
Sate of California, excluding its choice of law rules.
20. Agreement Read, Understood and Fair
Employee has carefully read and considered the provisions of this Agreement
and agrees that all of the restrictions set forth are fair and reasonable
and are reasonably required for the protection of the interests of
Employer. Employee acknowledges that the goodwill and value of Employer is
enhanced by these provisions and that said enhancement is desired by
Employee.
/s/ Hong Chen
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For Employer
President
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Title
4/1/94
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Date
/s/ Hong Chen
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Employee Signature
00000 Xxxx Xxxx
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Xxxxxxx
Xxxxxxxxx, XX 00000
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City, State, Zip
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Telephone
000 000000
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Social Security #
4/1/94
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Date
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Confidential Information
Exhibit A
CONFIDENTIALLY AGREEMENT
Aimnet Corporation
In consideration of my employment or continued employment by Aimnet Corporation
I agree as follows:
1. I will not, directly or indirectly, use, publish, or otherwise disclose any
Confidential Information related to the business of the Company. "Confidential
Information" means proprietary knowledge held by Company employees or contained
in Company files, computers, or libraries. Such Information includes the
Company's products, network and software designs, cost or price information,
procedural manuals, guides, memos, plans, drawings, records, and all material
identified as Confidential by the Company.
2. All Confidential Information that comes into my possession or control by
reason of my employment, whether prepared by me or others, is Company property.
I agree such Information will never be used by me in any way which is contrary
to the interests of the Company. I will not remove information from Company
premises except as required by my normal duties.
3. In the event of the termination of my employment with the Company, I agree to
return forthwith any and all Information in my possession.
4. My duties under this Agreement shall survive termination of my employment
with the Company. I agree that the Company shall be entitled to injunctive
relief and/or damages for any breach by me of this Agreement.
5. The foregoing is the entire understanding of the undersigned parties with
respect to Confidential Information.
Dated: 9/1/94 /s/ Hong Chen
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Employee
/s/ Hong Chen
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For Aimnet Corporation
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