EXHIBIT 10.14
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between
Heska AG, a corporation organized under the laws of Switzerland with its
principal office at Xxxxxxxxxxxxxxxx 00, XX-0000 Xxxxxxxxx, Xxxxxxxxxxx
("Company") and Xxxxxxxx Xxxxxxxx ("Employee"), effective as of July 1, 1997.
W I T N E S S E T H:
WHEREAS Company desires to employ Employee to act as its Managing
Director in an at-will capacity; and
WHEREAS Employee wishes to act as Company's Managing Director as an
employee in an at-will capacity;
N O W, T H E R E F O R E, in consideration of the mutual covenants
and warranties contained herein, the parties agree as follows:
1. Employment. Company hereby employs Employee as its Managing
----------
Director, and Employee hereby accepts such employment.
2. Duties and Responsibilities. Employee shall serve as Managing
---------------------------
Director of Company, with such duties and responsibilities as may be assigned to
him from time to time by the Board of Directors of Company, and with such on-
going daily duties and responsibilities as are typically entailed in such
position. Employee shall devote his full time and energies to such duties.
Employee shall not be entitled to any special remuneration for overtime work.
3. Compensation. Company shall pay Employee, as full compensation
------------
for all services rendered under this Agreement, a gross cash salary of 300,000
SFr per year, payable in accordance with the usual and customary payroll
practices of Company. If for any reason during any given year, Employee does
not work an entire year, other than normal vacations as provided hereunder, the
compensation will be prorated to compensate only for the actual time worked.
4. Expenses. Company shall reimburse Employee for his reasonable
--------
out-of-pocket expenses incurred in connection with the business of Company,
including travel away from Company's facilities, upon presentation of
appropriate written receipts and reports and subject to the customary practices
of Company.
5. Employee Benefits. During the term of his employment hereunder,
-----------------
Employee shall be entitled to receive the same benefits that the Board of
Directors establishes generally for the other employees of Company and as
comply with Swiss law. These may include from time to time, life insurance,
paid vacation time and medical disability insurance. In addition, Employee
shall be entitled to the following additional benefits:
(a) Company shall bear 50% of the cost of pension contributions with
respect to the full amount of Employee's gross annual salary, including amounts
above the statutory limit,
with Employee to bear the balance, all in the amounts set by the pension insurer
selected by Company for others of like age.
(b) Company shall bear the costs of leasing, insuring and maintaining
a car (including gasoline) for the business and personal use of Employee, with
the expected personal use not to exceed 25%.
(c) Employee's gross salary payable under Section 4 shall include an
expense allowance of 24,000 SFr per year for Employee's use in accordance with
reasonable policies to be adopted by Company.
6. Termination.
-----------
(a) Right to Terminate. This Agreement is entered into for an
------------------
indefinite period of time and can be terminated by either party by giving one
month prior written notice, with the effective date of termination to be on the
last day of the month following the month in which notice is given.
(b) Termination for Valid Reasons. Notwithstanding Section 6(a)
-----------------------------
above, each party may, for valid reasons as defined in Article 337 of the Swiss
Code of Obligations or any successor statute, terminate this Agreement at any
time and without giving written notice to the other party.
(c) Severance Pay.
-------------
(i) Upon any involuntary termination of his employment as
defined in subsection (ii) below, or upon any termination of Employee's
employment by Employee as permitted by Section 6(b) above, Employee will be
entitled to severance pay as provided below. Upon request by Company, Employee
will sign a release of claims against Company and its affiliates as a condition
to receiving severance pay. No severance pay shall be payable upon any
termination of Employee's employment other than upon an involuntary termination
or by Employee as permitted by Section 6(b) above, and in such events Employee
shall only receive pay and benefits which Employee earned as of the date of
termination.
(ii) "Involuntary termination" shall mean any termination of
Employee's employment by Company, other than
(A) as permitted by Section 6(b) above;
(B) any termination caused by Employee's transfer to any
company affiliated with Company;
(C) any termination by Company or Employee following
Employee's refusal to accept a reasonable transfer to a position with comparable
responsibility and salary with any affiliated company that does not involve
commuting more than 50 kilometers each way from his present home;
-2-
(D) Employee shall die, be adjudicated to be mentally
incompetent or become mentally or physically disabled to such an extent that
Employee is unable to perform his duties under this Employment Agreement for a
period of ninety (90) consecutive days;
(E) Company shall discontinue its business (for the
purpose of this provision, a merger, acquisition or sale of Company in which
Company's business is carried on by the surviving entity shall not be deemed to
be a discontinuance of the business of Company);
(F) Employee shall commit any material breach of his
obligations under this Agreement;
(G) Employee shall commit any material breach of any
material fiduciary duty to Company;
(H) Employee shall be convicted of, or enter a plea of
nolo contendere to, any crime involving moral turpitude or dishonesty, whether a
felony or misdemeanor, or any crime which reflects so negatively on Company to
be detrimental to Company's image or interests;
(I) Employee shall commit repeated insubordination or
refusal to comply with any reasonable request of the Board of Directors of
Company relating to the scope or performance of Employee's duties;
(J) Employee shall possess any illegal drug on Company
premises or Employee shall be under the influence of illegal drugs or abusing
prescription drugs or alcohol while on Company business or on Company premises;
or
(K) Employee shall conduct himself in a manner which,
in the good faith and reasonable determination of the Board of Directors,
demonstrates Employee's gross unfitness to serve.
(iii) In the event that severance pay is due to Employee under
Section 6(c)(i) above as a result of a termination within three years of the
effective date of this Agreement, Employee will be paid eleven (11) months'
salary in equal monthly installments (subject to all applicable tax and other
deductions), with such installments being due on the last day of each month
beginning with the month following the month in which the termination is
effective, as provided in Section 6(a) above. In the event that severance pay
is due to Employee under Section 6(c)(i) above as a result of a termination of
his employment more than three years after the date of this Agreement, Employee
will be paid five (5) months' salary in equal monthly installments (subject to
all applicable tax and other deductions), with such installments being on the
last day of each month beginning with the month following the month in which the
termination is effective, as provided in Section 6(a) above. Any severance
payment due as a result of Employee's termination of his employment as provided
in Section 6(b) shall be reduced by any compensation granted to Employee by the
Swiss courts, if any, with such reduction to apply to the latest instalments
otherwise due. Company will continue to make the pension contributions provided
under Section 5(a) with respect to severance payments during the severance pay
period but shall otherwise have no obligation to continue any benefits other
than salary during the severance pay period.
-3-
7. Proprietary Information. Employee agrees that he will promptly
-----------------------
execute Company's standard employee proprietary information and assignment of
inventions agreement.
8. Attorneys' Fees. If any legal action arises under this Agreement
---------------
or by reason of any asserted breach of it, the prevailing party shall be
entitled to recover all costs and expenses, including reasonable attorneys'
fees, incurred in enforcing or attempting to enforce any of the terms, covenants
or conditions, including costs incurred prior to commencement of legal action,
and all costs and expenses, including reasonable attorneys' fees, incurred in
any appeal from an action brought to enforce any of the terms, covenants or
conditions. For purposes of this section, "prevailing party" includes without
limitation a party who agrees to dismiss a suit or proceeding upon the other's
payment or performance of substantially the relief sought.
9. Notices. Any notice to be given to Company under the terms of
-------
this Agreement shall be addressed to Company at the address of its principal
place of business, and any notice to be given to Employee shall be addressed to
him at his home address last shown on the records of Company, or to such other
address as a party shall have given notice of hereunder.
10. Miscellaneous. This Agreement is the entire agreement of the
-------------
parties with respect to the subject matter hereof and supersedes all prior
understandings and agreements. This Agreement may be modified only by a writing
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year hereinabove written.
HESKA AG
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
__________________________ ____________________________
Its: President Its: Vice President
__________________________ ____________________________
/s/ Xxxxxxxx Xxxxxxxx
_________________________________
Xxxxxxxx Xxxxxxxx
-4-
