1
EXHIBIT 10.23
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of this 5th day of December, 1997,
between EXOTIC MATERIALS, INC., a California corporation (the "Company"), and
Xxxxxx X. Xxxx ("Employee");
WITNESSETH:
1. Employment.
The Company employs Employee, and Employee accepts such employment,
upon the terms hereinafter set forth. This agreement supersedes all prior
arrangements between the Company and Employee.
2. Term.
The term of this agreement shall run until the end of the month in
which Employee reaches age 65, unless terminated earlier under Paragraph 7 or by
twelve months written notice given by either party to the other.
3. Compensation.
For the services to be rendered by Employee under this agreement, and
for the disclosure, assignment, and transfer by Employee to the Company of all
proprietary rights of Employee in ideas, designs, techniques, processes,
trademarks, inventions, and improvements, as provided in Paragraph 5, the
Company shall pay Employee a salary of $129,350 per year, payable bi-weekly,
less income tax withholdings and other normal employee deductions in accordance
with existing Company policy regarding salaries and benefits. The Board of
Directors of the Company shall review employee's salary on an annual basis on
the occasion of the annual organization meeting, and shall increase such salary
from the amount determined to be paid during the prior annual period in an
amount to be determined in the sole discretion of the Board of Directors.
2
During the period of his employment, Employee will be reimbursed for
reasonable vouchered traveling, subsistence, and other expenses in accordance
with existing policy of the Company.
4. Duties.
Employee shall be employed to perform such duties as the Company's
President or Board of Directors may direct. Employee shall devote his full
productive time, energy, and ability to the Company's business. Without the
prior express authorization of the Board of Directors of the Company, Employee
shall not, directly or indirectly, during the term of this agreement:
(a) Render services of a business, professional, or commercial nature
to any other person or firm, whether for compensation or otherwise; or
(b) Engage in any activity competitive with or adverse to the
Company's business or welfare, whether or alone, as a partner, or as an
officer, director, employee, or holder of more than 10% of the capital
stock of any class of any other corporation.
5. Ownership of Intangibles.
Employee grants and assigns to the Company and its successor or
nominee all of his right, title and interest in and to any ideas, designs,
techniques, processes, trademarks, inventions, and improvements, together with
all patents that are pending or that have been issued in the United States and
in all foreign countries ("Proprietary Rights"), of whatsoever nature, whether
or not within the scope of the Company's business and whether conceived by
Employee alone or with others, which Employee at any time heretofore has
invented, developed, or improved or caused to be invented, developed, or
improved during the course of his employment with the
3
Company. All such Proprietary Rights shall be the sole and exclusive property
of the Company and shall remain as such, notwithstanding the subsequent
termination of this agreement as hereinafter provided.
From and after the date hereof, Employee will promptly disclose and assign
to the Company all right, title, and interest of Employee in and to any and all
ideas, designs, techniques, processes, trademarks, inventions, and
improvements, together with all patents that may be issued thereon in the
United States and in all foreign countries, if within the scope of the
Company's business or relating to any experimental work carried on by the
Company or to any problems specifically assigned to Employee, conceived by him
alone or with others during the term of this agreement, and whether or not
conceived during regular working hours. Employee further agrees to promptly
disclose and assign to the Company all right, title, and interest of Employee
in and to any such ideas, designs, techniques, processes, trademarks,
inventions, and improvements, together with all patents that may be issued
thereon in the United States and in all foreign countries, which Employee may
invent, develop, or improve, or cause to be invented, developed, or improved,
within a period of six (6) months after the termination of Employee's
employment with the Company. All such ideas, designs, techniques, processes,
trademarks, inventions, and improvements shall be the sole and exclusive
property of the Company.
In the event any such aforementioned idea, design, technique, process,
invention, or improvement shall be deemed by the Company to be patentable,
Employee shall, at the expense of the Company, assist the Company to obtain a
patent or patents thereon and execute all documents and do all of the things
necessary or proper to obtain patents or letters patent and to vest the Company
with full title thereto.
The word "invent" as herein used includes "make", "discover",
"manufacture", or "produce", or any of them, and "invention" includes the
phrase "any
4
new or useful original art, machine, methods of manufacture, process,
composition of matter, design, or configuration of any kind".
6. Unfair Competition.
In the course of his employment, Employee will have access to
confidential records, data, formulae, specifications, customer lists, and
secret information owned by the Company and used in the course of its business.
During his employment by the Company and thereafter, Employee will not directly
or indirectly disclose or use any such information, except for the benefit of
the Company and in the course of and within the scope of his employment by the
Company. All records, files, drawings, documents, equipment, and the like
relating to the Company's business, which Employee shall prepare or use or will
come into contact with, shall remain the Company's sole property and shall not
be removed from the Company's premises without its written consent.
7. Termination.
The Company shall have the right to terminate this agreement for good
cause upon written notice given to Employee, and either party shall have the
right to terminate this agreement upon twelve months advance written notice
given by either party to the other, and thereafter the Company shall have no
further liability or obligation to Employee hereunder.
8. Merger or Reorganization.
This agreement shall not be terminated by the voluntary or
involuntary dissolution of the Company or by any merger or consolidation where
the Company is not the surviving or resulting corporation, or upon any transfer
of all or substantially all the assets of the Company. In the event of any such
merger or consolidation or transfer of assets, the provisions of this agreement
shall be binding on and shall inure to the benefit of the surviving or
resulting corporation or the corporation to which such assets shall be
transferred.
5
9. Non-Assignability.
The obligations of Employee hereunder are personal and may not be
assigned or transferred in any manner whatsoever, nor are such obligations
subject to involuntary alienation, or transfer.
10. Amendment.
This instrument contains the entire agreement of the parties. It may
not be changed orally but only by a written document signed by Employee if it
is against Employee whom enforcement of any waiver, change, modification,
extension, or discharge is sought and signed by an Officer of the Company
pursuant to a resolution of the Board of Directors of the Company if it is the
Company against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
11. Governing Law.
This agreement is executed in, and shall be governed by the laws of,
the State of California.
IN WITNESS WHEREOF, the parties have executed this agreement on the date
hereinabove set forth.
EXOTIC MATERIALS, INC.
By: /s/ XXXXXX X. XXXXXXX
------------------------------------
Xxxxxx X. Xxxxxxx
Treasurer & Chief Financial Officer
EMPLOYEE
/s/ XXXXXX X. XXXX
----------------------------------------
Xxxxxx X. Xxxx
