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EXHIBIT 10.30
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into as of August 1, 1999, by and between
IntraNet Solutions, Inc., a Minnesota corporation (hereinafter referred to as
the "Company") and Xxxxxx X. Xxxxx, residing at 0000 Xxxxxxx Xxxx, Xxxx Xxxxxxx,
Xxxxxxxxx 00000 (hereinafter referred to as "Executive").
WITNESSETH:
WHEREAS, the Company desires to assure itself of the services of Executive;
and
WHEREAS, Executive desires to be employed by the Company.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:
1. Employment. The Company agrees to employ Executive and Executive agrees to
accept such employment upon the terms and conditions hereinafter set forth.
2. Duties. Executive shall serve in an executive capacity as the President
and Chief Executive Officer of the Company, performing such duties and
services as determined by the Company's Board of Directors of the Company
(the "Board") in a manner reasonably expected of a Chief Executive Officer
of the Company.
3. Terms. This Agreement shall commence on August 1, 1999 and terminate on
April 1, 2000, subject, however, to prior termination as provided in
Section 7 set forth below. Unless Executive's employment has terminated
pursuant to Section 7, the term of this Agreement shall be renewed for
successive one-year terms unless the Company gives written notice of
termination under Section 7d below.
4. Base Salary. In consideration for Executive's services under this
Agreement, the Company agrees to pay Executive an annual base salary of Two
Hundred Thousand Dollars ($200,000) (the "Base Salary"). Executive will
receive an annual performance review and the Base Salary may be increased
at such time in the sole discretion of the Compensation Committee of the
Board. The Base Salary shall be subject to any withholding required by law
and shall be payable in accordance with the normal payroll practices of the
Company.
5. Bonus. Executive will be eligible for an annual bonus of up to Twenty Five
Thousand Dollars ($25,000) to be paid quarterly at six thousand two hundred
fifty dollars ($6,250) to be calculated using a formula agreed upon by
Executive and the Board. The annual bonus may be increased at any time at
the discretion of the Board.
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6. Additional Benefits and Working Facilities.
(a) The Company shall furnish Executive with the equipment, office space,
secretarial support and such other items related to his employment
that Executive and the Company determine are necessary, useful, and
appropriate to him for the duties required by his employment.
(b) The Company shall provide Executive health and dental insurance,
401(k), and any other benefits included in its corporate benefit
program. In addition, Executive shall have the benefit of such other
employee benefit plans that the Company may, from time to time,
establish and in which employee would be entitled to participate
pursuant to the terms thereof. THE COMPANY SHALL HAVE THE RIGHT IN
ITS SOLE DISCRETION TO CHANGE OR DISCONTINUE SUCH PLANS.
(c) Executive shall be entitled to annual paid vacation of four weeks per
year and otherwise consistent with the Company's vacation policy as in
effect from time to time.
(d) In addition to Section 6(c) above, Executive shall be entitled to six
(6) personal days per year. Any personal days not used within one
year following accrual shall lapse.
(e) The Company shall reimburse Executive for all reasonable expenses
incurred by Executive in connection with the Company's business, upon
presentation of itemized statements therefor.
(f) Executive shall be entitled to a reasonable automobile allowance.
7. Events of Termination. This Agreement may be terminated as follows:
(a) By mutual written agreement of the parties;
(b) Upon Executive's death;
(c) Without notice, by the Company, for cause. "Cause" shall mean only a
determination by the Board that Executive has: (i) committed a felony;
(ii) committed theft or embezzlement of Company property or committed
similar acts involving moral turpitude; or (iii) failed, refused or is
unable to perform his duties hereunder, other than as a result of
illness or disability, which failure is not cured within 30 days after
written notice from the Chairman of the Board specifying the act of
nonperformance or within such longer period (but no longer than
90 days in any event) as is reasonably required to cure such
nonperformance. Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause unless and until there shall
have been delivered to Executive a copy of a resolution duly adopted
by the affirmative vote of the Board at a meeting of the Board called
and held for this specific purpose; or
(d) At the Company's option, without cause, upon thirty (30) days written
notice to Executive.
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8. Inventions.
(a) "Inventions" shall mean any discoveries, improvements, and ideas
(whether or not they are in writing or reduced to practice) or works
of authorship (whether or not they can be patented or copyrighted)
that Executive makes, authors, or conceives (either alone or with
others) and that:
(i) concern directly the Company's business or the Company's
present or demonstratably anticipated future research or
development;
(ii) result from any work that Executive performs for the
Company;
(iii) use the Company's equipment, supplies, facilities, or trade
secret information; or
(iv) Executive develops during the time Executive is performing
employment duties for the Company.
(b) Executive agrees that all Inventions made by Executive during the term
of this Agreement will be the Company's sole and exclusive property
and that Executive will, with respect to any Invention:
(i) keep current, accurate, and complete records, which will
belong to the Company and be kept and stored on the
Company's premises while Executive is employed by
the Company;
(ii) promptly and fully disclose the existence and describe the
nature of the Invention to the Company in writing
(and without request);
(iii) assign (and Executive does hereby assign) to the Company all
of his rights to the Invention, any applications he makes
for patents or copyrights in any country, and any patents or
copyrights granted to him in any country; and
(iv) acknowledge and deliver promptly to the Company any written
instruments and perform any other acts necessary in the
Company's opinion to preserve property rights in the
Invention against forfeiture, abandonment, or loss and to
obtain and maintain letters patent and/or copyrights on the
invention and to vest the entire right to title in the
Invention in the Company.
The requirements of this subsection 8(b) do not apply to any Invention
for which no equipment or trade secret information of the Company was
used, which was developed on Executive's own time and: (1) which does
not relate directly to the Company's business or to the Company's
actual or demonstrably anticipated research or development; or
(2) which does not result in any way from any work Executive performed
for the Company. Except as previously disclosed to the Company in
writing, prior to the commencement of employment hereunder, Executive
does not have and will
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not assert any claims to or rights under any discoveries,
improvements, ideas or works of authorship which are within the scope
of the Company's business. With respect to obligations performed by
Executive under this subsection 8(b) following termination of
employment, the Company will pay Executive reasonable hourly
compensation (consistent with the last Base Salary) and will pay or
reimburse all reasonable out-of-pocket expenses.
9. Confidential Information.
(a) "Confidential Information" means information that is not generally
known and that is proprietary. Any information that Executive
reasonably should consider Confidential Information, or the Company
designates as Confidential Information, will be presumed to be
Confidential Information (whether Executive or others originated it
and regardless of how Executive obtained it).
(b) Except as specifically permitted by the Board or by written Company
policies, Executive will never, either during or after his employment
by the Company, use Confidential Information for any purpose other
than the business of the Company or disclose it to any person who is
not also an employee of the Company. When Executive's employment with
the Company ends, Executive will promptly deliver to the Company all
records and any compositions, articles, devices, apparatus and other
items that disclose, describe, or embody Confidential Information,
including all copies, reproductions and specimens of the Confidential
Information in Executive's possession, regardless of who prepared
them, and will promptly return any other property of the Company in
Executive's possession, whether or not Confidential Information.
10. Conflicts of Interest. Executive agrees that he will not, directly or
indirectly, transact business with the Company personally, or as agent,
owner, partner or shareholder of any other entity; provided, however, that
any such transaction may be entered into if knowingly approved by all of
the disinterested members of the Board.
11. Non-Competition Agreement. During the full term hereof, and on the
termination of Executive's employment for any reason, Executive shall not,
for a period of one (1) year from the date of such termination:
(a) directly or indirectly, anywhere in the United States, own, manage,
operate or control, or participate in the ownership, management,
operation or control of, or be connected with, or have any interest
in, as a stockholder, direction, officer, employee, agent, advisor,
consultant, partner, or otherwise: (a) any "business" which
manufactures, produces, sells, markets or distributes any products or
services that have been manufactured, produced, marketed, sold or
distributed by the Company; or (b) any other business which is
competitive with any business currently or hereafter conducted by
Company; provided, however, that nothing contained herein shall
prohibit Executive from owning less than 3% of any class of securities
listed on a national securities exchange or traded publicly in the
over-the-counter market. Executive acknowledges and agrees that the
provisions of this Section are both reasonable and valid in
geographical and temporal scope and in all other respects. If any of
the provisions of this Section are held to be unenforceable
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because of the scope, duration or area of its applicability, the court
making such determination shall have the power to modify such scope,
duration or area or all of them, and such provision shall then be
applicable in such modified form.
(b) either directly or indirectly, alone or with others, solicit or assist
anyone else in the solicitation of, any of the employees employed by
the Company at the time of Executive's termination of employment with
the Company, to terminate their employment with the Company and to
become employed by any business enterprise with which Executive may
then be associated, affiliated or connected.
Executive will, prior to accepting employment, consulting or a similar
arrangement with any third party, inform that party of this Agreement and
provide that party with a copy of this Agreement.
Executive acknowledges and agrees that as additional consideration for this
Agreement, Company shall reduce to one year the period after termination of
his employment in which the non- competition agreement shall be in force.
As further consideration for this Agreement, Company agrees to pay
Executive his Base Salary for one year after the termination of his
employment (i) by the Company under paragraph 7d above, or (ii) by
Executive for good reason. For purposes of this paragraph, "good reason"
shall mean either demotion of Executive from his position, or material
reduction of Executive's responsibilities, or relocation of Executive
outside the Twin Cities metropolitan area.
12. No Adequate Remedy. Employee understands and acknowledges that if
Executive fails to fulfill Executive's obligations under Section 8, 9, 10
or 11 of this Agreement, the damages to the Company would be very difficult
to determine. Therefore, in addition to any other rights or remedies
available to the Company at law, in equity, or by statute, Executive hereby
consents to the specific enforcement of the provisions of those Sections by
the Company through an injunction or restraining order issued by an
appropriate court.
13. Additional Documents. The parties shall each, without further
consideration, execute such additional documents as may be reasonably
required in order to carry out the purpose and intent of this Agreement and
to fulfill each of their obligations hereunder.
14. Waiver. Any waiver of any term or condition of this Agreement shall not
operate as a waiver of any other breach of such term or condition, or of
any other term or condition, nor shall any failure to enforce a provision
hereof operate as a waiver of such provision or of any other provision
hereof.
15. Notices. All communications with respect to this Agreement shall be
considered given if delivered or sent by first class certified mail,
postage prepaid, return receipt requested, at the following addresses:
If to Executive, to: Xxxxxx X. Xxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
If to the Company, to: IntraNet Solutions, Inc.
0000 Xxxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
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With a copy to: Xxxxxxx X. Xxxxx
Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP
0000 Xxxxxxx Xxxxxx
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
or mailed to such other address as the parties hereto may designate by
notice given in like manner. Notice shall be effective upon personal
delivery or three (3) calendar days after mailing.
16. Entire Agreement. This Agreement, together with all exhibits and writings
required or contemplated hereby, constitutes the entire Agreement between
the parties hereto with respect to the transaction contemplated hereby and
no party shall be liable or bound to another in any manner by and
warranties, representations, or guarantees, except as specifically set
forth herein.
17. Modification, Amendments and Waivers. The parties hereto at any time may,
by written Agreement: (i) extend the time for the performance of any of the
obligations or other acts of the parties hereto; (ii) waive any
inaccuracies in the representations and warranties contained in this
Agreement or in any exhibit, schedule, letter, certificate, or other
instrument delivered pursuant hereto; (iii) waive compliance with any of
the covenants or agreements contained in this Agreement; or (iv) make any
other modifications to this Agreement. This Agreement shall not be altered
or otherwise amended except pursuant to an instrument in writing executed
by both parties hereto.
18. Severability. No finding or adjudication that any provision of this
Agreement is invalid or unenforceable shall affect the validity or
enforceability of the remaining provision herein, and this Agreement shall
be construed as through such invalid or unenforceable provisions were
omitted.
19. Miscellaneous.
(a) The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the parties hereto and the respective legal
representatives, successors, and assigns of both of the parties
hereto.
(b) This Agreement is made pursuant to and shall be construed under the
laws of the State of Minnesota.
(c) This Agreement may be executed in counterparts, but each of these
counterparts shall, for all purposes, be deemed to be an original, but
both counterparts shall together constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date set forth above.
INTRANET SOLUTIONS, INC.
By ____________________________ ______________________________
XXXXXX X. XXXXX
Its ________________________
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