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Exhibit 10.5
EMPLOYMENT AGREEMENT
AGREEMENT made as of this 14th day of May, 1999, by and between Yener
Gurler, a person residing at 000 Xxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx (the
"Employee") and Sipex Corporation, a Massachusetts corporation with a principal
place of business in Billerica, Massachusetts (the "Company").
WHEREAS, the Employee's senior managerial position requires that he be
trusted with extensive confidential information and trade secrets of the Company
and that he develop a thorough and comprehensive knowledge of all details of the
Company's business, including, but not limited to, information relating to
research, development, inventions, manufacturing, purchasing, accounting,
engineering, marketing, distribution and licensing of the Company's products and
services;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and obligations herein contained, the parties hereto agree as follows:
1. Position and Responsibilities. During the term of this Agreement,
the Employee agrees to serve as Senior Vice President of Operations of the
Company or in such other positions as may be assigned. The Employee shall at all
times report to, and his activities shall at all times be subject to the
direction and control of the Chief Executive Officer of the Company or to his
designee, and the Employee shall exercise such powers and comply with and
perform, faithfully and to the best of his ability, such directions and duties
in relation to the business and affairs of the Company as may from time to time
be vested in or requested of him. If Employee shall be elected to other offices
of the Company or any of its affiliates, he shall serve in such positions
without further compensation than provided for in this Agreement. The Employee
agrees to follow all rules, policies and directives of the Company as may be
promulgated or modified from time to time. The Employee shall perform his
services under this Agreement at such locations as may be required by the
Company.
2. Compensation: Salary, Bonuses and Other Benefits. During the term of
this Agreement, the Company shall pay the Employee the following compensation:
(A) Salary. In consideration of the services to be rendered by the
Employee to the Company, the Company will pay to the Employee a monthly
salary of $13,125.00 (the Employee's "Base Rate") during the term of this
Agreement. Employee's Base Rate may be adjusted by the Company's Board of
Directors in its sole discretion from time to time; provided, however,
that under no circumstance shall such Base Rate be reduced. Such salary
shall be payable in conformity with the Company's customary practices for
executive compensation, as such practices shall be established or modified
from time to time.
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(B) Fringe Benefits. The Employee will be entitled to participate on
the same general basis and subject to the same rules and regulations as
other Company executive employees in the Company's standard benefit plans
as such benefits or plans may be modified or amended from time to time.
The Company shall pay or reimburse the Employee for all reasonable
business expenses incurred or paid by the Employee in the performance of
his duties and responsibilities hereunder, provided the Employee provides
reasonable substantiation and documentation of these expenses. The Company
agrees to provide reimbursement within a reasonable time after receipt of
such documentation.
(C) Performance Based Bonus. At the sole discretion of the Board of
Directors, the Employee may also be eligible to receive a discretionary
annual bonus after the end of the Company's calendar year, provided that
the Employee continues to be employed by the Company at such year end. The
amount of this bonus, if any, shall be determined by the Board of
Directors based on objective or subjective goals set by the Board of
Directors in its sole discretion. In the event that the Employee's
employment with the Company is terminated by the Company without Cause or
is terminated by the Employee for Good Reason other than at calendar year
end, the Employee's bonus shall be prorated for such partial year. No
bonus shall be payable to Employee with respect to any calendar year of
the Company during which Employee's employment is terminated for Cause or
Employee terminates his employment without Good Reason.
(D) Taxes. All payments in this Section 2 shall be subject to all
applicable federal, state and local withholding, payroll and other taxes.
3. Termination. The Employee's employment under this Agreement may be
terminated as follows:
(A) By the Employee Without Good Reason. The Employee may terminate his
employment without Good Reason (as defined in Section 3(B)(2) below)
provided that the Employee gives the Company a written notice of intent to
terminate at least thirty (30) days' prior to the effective date of such
termination. In the event of a termination by the Employee without Good
Reason, the Company may accelerate the Employee's departure date and will
have no obligation to pay Employee after his actual departure date. In the
event of termination by the Employee without Good Reason, the Employee
shall be entitled to no severance or other termination benefits.
(B) By the Employee with Good Reason or by the Company without Cause.
(1) The Company may terminate the Employee's employment
without Cause (as defined in Section 3(C)) at any time. The Employee may
terminate his employment for Good Reason (as defined in Subsection (2) of
this Section 3(B)) after giving the Company a written notice of intent to
terminate at least thirty (30) days prior to the effective date of such
termination.
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(2) For purposes of this Agreement, termination by the
Employee for "Good Reason" shall mean the termination of employment by the
Employee: (i) as a result of a material breach of this Agreement by the
Company; (ii) as a result of a material reduction in the Employee's title
or reporting responsibilities as they exist on the date hereof without the
Employee's written consent; (iii) as a result of the failure of the
Company to pay the Employee's salary or bonus, if any, in the time and
manner contemplated by this Agreement; or (iv) as a result of the Company
requiring the Employee to relocate more than 50 miles from Billerica,
Massachusetts (unless such relocation is to another facility of the
Company); provided, however, that an event described in this Section shall
not constitute Good Reason unless it is communicated by the Employee to
the Company in writing and is not corrected by the Company to the
Employee's reasonable satisfaction within 30 days of the date of the
Employee's delivery of such written notice to the Company. Notwithstanding
Section 3(B)(2)(iv), in the event a Successor To The Business (as defined
in Section 10 hereof) assumes this Agreement, Section 3(B)(2)(iv) shall be
modified to read as follows: "(iv) as a result of the Company requiring
the Employee to relocate more than 50 miles from Billerica, Massachusetts
to any other location (including without limitation any facility of the
Company or the Successor To The Business)."
(3) In the event that the Company exercises its right to
terminate the Employee without Cause or the Employee terminates his
employment for Good Reason and the Employee signs a comprehensive release
in the form, and of a scope, acceptable to the Company, the Company agrees
to:
(i) pay the Employee a lump sum amount equal to
twelve (12) months' base salary at the Employee's then current Base Rate;
(ii) pay the Employee an amount equal to the highest
annual bonus paid or payable by the Company to the Employee with respect
to any calendar year during the three (3) calendar years prior to
Employee's termination of employment;
(iii) allow the Employee to participate to the same
extent as active executive employees (including dependent coverage) in the
life, accident, disability, health and dental insurance plans of the
Company or to provide benefits equivalent to those of active executive
employees, at no cost to the Employee for a period of twelve (12) months
commencing on the date of termination of employment.
(iv) In the event of a termination hereunder, each
outstanding option held by the Employee pursuant to any stock option plan
of the Company shall, without further action by the Company, accelerate
and become immediately exercisable in full; provided that other than such
acceleration(s), such outstanding option(s) shall continue to be governed
by the terms of any such Stock Option Plan and related Stock Option
Agreement(s);
(v) In the event that any of the payments to be made
to the Employee, or the compensation received or deemed to be received by
the Employee, pursuant to or by
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reason of the provisions of Section 3(B)(3) of this Agreement result in
the imposition of an excise tax on the Employee pursuant to Section 4999
of the Internal Revenue Code of 1986, as amended (the "Code"), or any
similar provision of state, local or foreign tax law (the "Parachute
Tax"), the Company shall pay an additional amount to the Employee (the
"Gross-Up Payment"). The Gross-Up Payment shall be calculated by the
Company and shall equal an amount necessary to yield the Employee, on an
after-tax basis, an amount equal to the Parachute Tax imposed on the
Employee (including any Parachute Tax imposed with respect to the Gross-Up
Payment). The Gross-Up Payment with respect to any Parachute Tax shall be
payable by the Company to the Employee no later than the last day of the
fiscal year in which such Parachute Tax is imposed.
(vi) The payments in this Section 3(B)(3) shall be
subject to all applicable federal, state and local withholding, payroll
and other taxes.
If Employee breaches his obligations under the Nondisclosure
and Developments Agreement executed herewith between Employee and the
Company, the Company may immediately cease payment of all severance and/or
benefits described in this Agreement. This cessation of severance and/or
benefits shall be in addition to, and not as an alternative to, any other
remedies in law or in equity available to the Company, including the right
to seek specific performance or an injunction. Except as expressly set
forth in this Section 3(B), Employee acknowledges that the Company shall
not have any further obligations to the Employee in the event of
Employee's termination under this Section 3(B), except such further
obligations as may be imposed by law.
(C) At the election of the Company for Cause. The Company may,
immediately and unilaterally, terminate the Employee's employment
hereunder for "Cause" at any time during the term of this Agreement by
giving to the Employee written notice of such termination ten (10) days
prior to the effective date of termination. The Company may pay Employee
for this ten (10) day period in lieu of such notice. Termination of the
Employee's employment by the Company shall constitute a termination for
"Cause" if such termination is for one or more of the following causes:
(1) the substantial and continuing failure of the Employee to
render services to the Company substantially in accordance with his
assigned duties or obligations under this Agreement, which
materially and adversely affects or could materially and adversely
affect the business, prospects, financial condition, operations,
property or affairs of the Company, which is not cured by the
Employee to the satisfaction of the Company within thirty (30) days
notice to the Employee by the Company of the failure;
(2) dishonesty, deliberate disregard of the rules or policies
of the Company or material breach of the terms of this Agreement,
which is not cured by the Employee to the satisfaction of the
Company within thirty (30) days notice to the Employee by the
Company;
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(3) the commission by the Employee of an act of fraud,
embezzlement or breach of fiduciary duty;
(4) acts of moral turpitude by the Employee which materially
adversely affect the Employee's ability to perform his duties
hereunder and represent the Company;
(5) the conviction by the Employee of a felony; or
(6) the commission of an act which constitutes unfair
competition with the Company or which induces any customer of the
Company to breach a contract with the Company.
In the event of a termination for "Cause" pursuant to the provisions of
clauses (1) through (6) above, inclusive, the Employee shall be entitled
to no severance or other termination benefits.
(D) Benefits if Agreement Terminated Due to Death or Disability. The
Company shall have the right to terminate Employee's employment if
Employee dies or suffers physical incapacity or mental incompetence. In
the event Employee's employment shall terminate due to the physical
incapacity or mental incompetence of the Employee, the Company shall pay
the Employee an amount equal to: (i) twelve (12) months salary at the then
current Base Rate, less (ii) any amounts recovered by the Employee under
any health and disability insurance programs available through the
Company. For the purposes of this Agreement, the Employee shall be deemed
to have suffered physical incapacity or mental incompetence if the
Employee is unable to perform the essential functions of his job with
reasonable accommodation. Any accommodation will not be deemed reasonable
if it imposes an undue hardship on the Company. If this Agreement
terminates due to the death of Employee, Employee will not be entitled to
any payments after the date of his death.
4. Survival of Certain Provisions. Provisions of this Agreement shall
survive any termination of employment or of this Agreement if so provided herein
or if necessary or desirable to fully accomplish the purposes of such provision.
Without limiting the foregoing, the obligations of the Employee under Sections
3, 4, 5, 8 and 10 hereof and the Employee Nondisclosure and Developments
Agreement of even date herewith by and between Employee and the Company
expressly survive any termination of employment or termination of this
Agreement. The obligation of the Company to make payments to or on behalf of the
Employee under Section 3(B) hereof is expressly conditioned upon Employee's
continued full performance of the obligations under the terms of Section 5 and
the Nondisclosure and Developments Agreement executed herewith between Employee
and the Company.
5. Nondisclosure and Developments Agreement. In connection with his
employment by the Company pursuant to the terms of this Agreement, the Employee
shall execute, prior to the execution hereof by the Company, the Nondisclosure
and Developments Agreement attached hereto as Exhibit A.
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6. Consent and Waiver by Third Parties. The Employee hereby represents
and warrants that he has obtained all waivers and/or consents from third parties
which are necessary to enable him to enjoy employment with the Company on the
terms and conditions set forth herein and to execute and perform this Agreement
without being in conflict with any other agreement, obligation or understanding
with any such third party. The Employee represents that he is not bound by any
agreement or any other existing or previous business relationship which
conflicts with, or may conflict with, the performance of his obligations
hereunder or prevent the full performance of his duties and obligations
hereunder.
7. Governing Law. This Agreement, the employment relationship
contemplated herein and any claim arising from such relationship, whether or not
arising under this Agreement, shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to the principles of choice of law or conflicts of laws of such
Commonwealth and this Agreement shall be deemed to be performable in
Massachusetts. Any claims or legal actions by one party against the other
arising out of the relationship between the parties contemplated herein (whether
or not arising under this Agreement) shall be commenced or maintained in any
state or federal court located in Massachusetts, and Employee hereby submits to
the jurisdiction and venue of any such court.
8. Severability. In case any one or more of the provisions contained in
this Agreement or the other agreements executed in connection with the
transactions contemplated hereby for any reason shall be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement or such
other agreements, but this Agreement or such other agreements, as the case may
be, shall be construed and reformed to the maximum extent permitted by law.
9. Waivers and Modifications. This Agreement may be modified, and the
rights, remedies and obligations contained in any provision hereof may be
waived, only in accordance with this Section 9. No waiver by either party of any
breach by the other or any provision hereof shall be deemed to be a waiver of
any later or other breach thereof or as a waiver of any other provision of this
Agreement. This Agreement sets forth all of the terms of the understandings
between the parties with reference to the subject matter set forth herein and
may not be waived, changed, discharged or terminated orally or by any course of
dealing between the parties, but only by an instrument in writing signed by the
party against whom any waiver, change, discharge or termination is sought. No
modification or waiver by the Company shall be effective without the consent of
at least a majority of the members of the Board of Directors excluding the
Employee then in office at the time of such modification or waiver.
10. Assignment. The Employee acknowledges that the services to be
rendered by him hereunder are unique and personal in nature. Accordingly, the
Employee may not assign any of his rights or delegate any of his duties or
obligations under this Agreement. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding upon,
the successors and assigns of the Company. To that end, the Company will require
any successor (a "Successor To The Business") to all or substantially all of the
business and/or
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assets of the Company (whether direct or indirect, by purchase, merger,
consolidation or otherwise), expressly to assume and agree, by agreement in form
and substance satisfactory to the Employee, to perform this Agreement in the
same manner and to the same extent that Company would be required to perform it
if no such transaction had taken place. Failure of the Company to obtain such
agreement prior to the effective date of such transaction shall be a breach of
this Agreement and shall entitle the Employee to compensation and benefits from
the Company in the same amount and on the same terms as the Employee would be
entitled hereunder if he were to terminate his employment pursuant to Section
3(B) of this Agreement. In the event the Company fails to obtain a successor's
agreement to assume this Agreement under this Section 10, the date upon which
any such transaction becomes effective shall be deemed the termination date and
Employee's employment with the Company will end on that date.
11. Acknowledgments. The Employee hereby acknowledges and recognizes
that the enforcement of any of the provisions in this Agreement and the
Nondisclosure and Developments Agreement executed herewith may potentially
interfere with the Employee's ability to pursue a proper livelihood. The
Employee represents that he is knowledgeable about the business of the Company
and further represents that he is capable of pursuing a career in other
industries to earn a proper livelihood. The Employee recognizes and agrees that
the enforcement of the Nondisclosure and Developments Agreement is necessary to
ensure the preservation, protection and continuity of the business, trade
secrets and goodwill of the Company. The Employee agrees that, due to the
proprietary nature of the Company's business, the restrictions set forth in the
Nondisclosure and Developments Agreement are reasonable as to time and scope.
12. Entire Agreement. This Agreement and the Nondisclosure and
Developments Agreement executed herewith constitutes the entire understanding of
the parties relating to the subject matter hereof and supersedes and cancels all
agreements, written or oral, made prior to the date hereof between the Employee
and the Company relating to employment, salary, bonus, or other compensation of
any description, equity participation, pension, post-retirement benefits,
severance or other remuneration, except for the Company stock option plan(s) and
the stock option agreement(s) between the Company and the Employee which shall
remain in full force and effect in accordance with their respective terms
(except as modified by this Agreement)..
13. Notices. All notices hereunder shall be in writing and shall be
delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows:
If to the Company, to: Sipex Corporation
00 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President
If to the Employee, at the Employee's address set forth on the
signature page hereto.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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15. Section Headings. The descriptive section headings herein have been
inserted for convenience only and shall not be deemed to define, limit, or
otherwise affect the construction of any provision hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written as an instrument under seal.
SIPEX CORPORATION: EMPLOYEE:
----------------------------- ------------------------------
Yener Gurler
By: /s/ Yener Gurler
-------------------------- ------------------------------
Signature
Title:
000 Xxxxx Xxxxx Xxxxx
-------------------------------
Street Address
Fremont CA
---------------------------------
City State Zip Code
10
Exhibit A of Employment Agreement by and between Yener Gurler
and Sipex Corporation
EMPLOYEE NONDISCLOSURE AND
DEVELOPMENTS AGREEMENT
May 14, 1999
In consideration of and as a condition of my employment or continued
employment by Sipex Corporation (the "Company"), I hereby agree with the Company
as follows:
1. During the period of my employment by the Company, I shall devote my
full time and best efforts to the business of the Company and I shall neither
pursue any business opportunity outside the Company nor take any position with
any organization other than the Company without the approval of a majority of
the disinterested members of the Company's Board of Directors. Further, during
the period of my employment by the Company and for one year thereafter, I shall
not, directly or indirectly, alone or as a partner, officer, director, employee
or stockholder of any entity, (a) solicit or do business with any customer of
the Company, or any potential customer of the Company with whom I have had
contact, in competition with the products or services being developed,
manufactured or sold by the Company, or (b) solicit, interfere with or endeavor
to entice away any employee of the Company.
2. I shall not at any time, whether during or after the termination of
my employment, reveal to any person or entity any Confidential Information (as
defined in Exhibit A hereto), except to employees of the Company who need to
know such Confidential Information for the purposes of their employment, or as
otherwise authorized by the Company in writing, and I shall keep secret all
matters entrusted to me and shall not use or attempt to use any Confidential
Information except as may be required in the ordinary course of performing my
duties as an employee of the Company, nor shall I use any Confidential
Information in any manner which may injure or cause loss or may be calculated to
injure or cause loss to the Company, whether directly or indirectly.
Furthermore, I agree that during my employment I shall not
make, use or permit to be used any Company Documentation (as defined in Exhibit
A hereto) otherwise than for the benefit of the Company. I further agree that I
shall not, after the termination of my employment, use or permit others to use
any such Company Documentation, it being agreed that all Company Documentation
shall be and remain the sole and exclusive property of the Company. Immediately
upon the termination of my employment I shall deliver all Company Documentation
in my possession, and all copies thereof, to the Company, at its main office.
3. If at any time or times during my employment, I shall (either alone
or with others) make, conceive, create, discover, invent or reduce to practice
any Development (as defined in Exhibit A hereto) that (a) relates to the
business of the Company or any customer of or supplier to the Company or any of
the products or services being developed, manufactured or sold by the Company or
which may be used in relation therewith; or (b) results from tasks assigned to
me by the Company; or (c) results from the use of premises or personal property
(whether tangible or intangible) owned, leased or contracted for by the Company,
then all such Developments and the benefits thereof are and shall immediately
become the sole and absolute property of the Company
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and its assigns, as works made for hire or otherwise. I shall promptly disclose
to the Company (or any persons designated by it) each such Development. I hereby
assign all rights (including, but not limited to, rights to inventions,
patentable subject matter, copyrights and trademarks) I may have or may acquire
in the Developments and all benefits and/or rights resulting therefrom to the
Company and its assigns without further compensation and shall communicate,
without cost or delay, and without disclosing to others the same, all available
information relating thereto (with all necessary plans and models) to the
Company.
4. Excluded from this Agreement are my developments that I cannot
assign to the Company because of a prior agreement with
____________________________________ which is effective until
______________________. (Give name and date or write "none").
5. I hereby consent to the use of my name, picture, signature, voice,
image, and/or likeness by the Company during my employment by the Company and at
any time thereafter. Further, I waive all claims I may now have or may ever have
against the Company and its officers, employees, and agents arising out of the
Company's use, adaptation, reproduction, modification, distribution, exhibition
or other commercial exploitation of my' name, picture, signature, voice, image
and/or likeness, including but not limited to right of privacy, right of
publicity and celebrity, use of voice, name or likeness, defamation and
copyright infringement. I represent and warrant that I have not made any
contract or commitment in conflict with this consent and waiver.
6. I shall, during my employment and at any time thereafter, at the
request and cost of the Company, promptly sign, execute, make and do all such
deeds, documents, acts and things as the Company and its duly authorized
officers may reasonably require:
(a) to apply for, obtain, register and vest in the name of the Company
alone (unless the Company otherwise directs) patents, copyrights,
trademarks or other analogous protection in any country throughout the
world relating to a Development and when so obtained or vested to renew
and restore the same; and
(b) to defend any judicial, opposition or other proceedings in respect
of such applications and any judicial, opposition or other proceeding,
petition or application for revocation of any such patent, copyright,
trademark or other analogous protection.
7. If the Company is unable, after reasonable effort, to secure my
signature on any application for patent, copyright, trademark or other analogous
registration or other documents regarding any legal protection relating to a
Development, whether because of my physical or mental incapacity or for any
other reason whatsoever, I hereby irrevocably designate and appoint the Company
and its duly authorized officers and agents as my agent and attorney-in-fact, to
act for and in my behalf and stead to execute and file any such application or
applications or other documents and to do all other lawfully permitted acts to
further the prosecution and issuance of patent, copyright or trademark
registrations or any other legal protection thereon with the same legal force
and effect as if executed by me.
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8. I agree that any breach of this Agreement by me will cause
irreparable damage to the Company and that in the event of such breach the
Company shall have, in addition to any and all remedies of law, the right to an
injunction, specific performance or other equitable relief to prevent the
violation of my obligations hereunder.
9. I understand that this Agreement does not create an obligation on
the Company or any other person or entity to continue my employment.
10. I further represent that my performance of all of the terms of this
Agreement and as an employee of the Company does not and will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I shall not enter into, any agreement either written or oral in
conflict herewith.
11. Any waiver by the Company of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such provision or any other provision hereof.
12. I hereby agree that each provision herein shall be treated as a
separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clauses of the
Agreement. Moreover, if one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to scope,
activity, subject or otherwise so as to be unenforceable at law, such provision
or provisions shall be construed by the appropriate judicial body by limiting or
reducing it or them, so as to be enforceable to the maximum extent compatible
with the applicable law as it shall then appear. I hereby further agree that the
language of all parts of this Agreement shall in all cases be construed as a
whole according to its fair meaning and not strictly for or against either of
the parties.
13. Any amendment to or modification of this Agreement, or any waiver
of any provision hereof, shall be in writing and signed by the Company.
14. This Agreement shall be effective as of the date entered below. My
obligations under this Agreement shall survive the termination of my employment
regardless of the manner of such termination and shall be binding upon my heirs,
executors, administrators and legal representatives.
15. The Company shall have the right to assign this Agreement to its
successors and assigns, and all covenants and agreements hereunder shall inure
to the benefit of and be enforceable by said successors or assigns.
16. This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts and shall in all respects be
interpreted, enforced and governed under the internal and domestic laws of
Massachusetts, without giving effect to the principles of conflicts of laws of
such state. Any claims or legal actions by one party against the other arising
out of the relationship between the parties contemplated herein (whether or not
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arising under this Agreement) shall be governed by the laws of the Commonwealth
of Massachusetts and shall be commenced and maintained in any state or federal
court located in such state, and I hereby submit to the jurisdiction and venue
of any such court.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a
sealed instrument as of the date first above written.
-----------------------------------
Yener Gurler
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Name - Please Print
Address:
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EXHIBIT A
DEFINITIONS
The term "Company" shall include Sipex Corporation and any of its
subsidiaries, divisions, or affiliates. The Company shall have the right to
assign this Agreement to its successors and assigns, and all covenants and
agreements hereunder shall inure to the benefit of and be enforceable by said
successors or assigns.
The term "Company Documentation" shall mean notes, memoranda, reports,
lists, records, drawings, sketches, specifications, software programs, data,
documentation or other materials of any nature and in any form, whether written,
printed, or in digital format or otherwise, relating to any matter within the
scope of the business of the Company or concerning any of its dealings or
affairs.
The term "Confidential Information" shall mean any information
concerning the organization, business or finances of the Company or of any third
party which the Company is under an obligation to keep confidential that is
maintained by the Company as confidential. Such Confidential Information shall
include, but is not limited to, trade secrets or confidential information
respecting inventions, products, designs, methods, know-how, techniques,
systems, processes, software programs, works of authorship, customer lists,
projects, plans and proposals.
The term "Development" shall mean any invention, modification,
discovery, design, development, improvement, process, software program, work of
authorship, documentation, formula, data, technique, know-how, trade secret or
intellectual property right whatsoever or any interest therein (whether or not
patentable or registrable under copyright, trademark or similar statutes
(including but not limited to the Semiconductor Chip Protection Act) or subject
to analogous protection).
