Exhibit 10.5
LANVISION SYSTEMS, INC.
EMPLOYMENT AGREEMENT BETWEEN LANVISION, INC. AND XXXXXX X. XXXX EFFECTIVE
DECEMBER 3, 1996
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into between LanVision, Inc. ("LanVision"),
and Xxxxxx X. Xxxx ("Employee"), based on the following terms and conditions:
1. Term of Employment. This Employment Agreement establishes a contract for
employment-at-will. Employment may be terminated by LanVision or Employee
for any reason or no reason on 14 days' prior written notice.
2. Employment Responsibilities. Employee shall be employed in the capacity and
in the location identified in the offer letter a copy of which is attached
to this Employment Agreement ("Offer Letter"). LanVision reserves the right
to modify Employee's employment responsibilities and employment location in
accordance with LanVision's needs. While employed by LanVision, Employee
shall not render any services of a business nature to any other person or
entity, for compensation, without the prior written consent of LanVision.
Such consent shall not be unreasonably withheld.
3. Compensation. Employee shall receive compensation as set forth in the Offer
Letter. Employee's compensation shall be subject to change based upon merit
and/or modification of Employee's duties as determined by LanVision. Base
salary shall be payable in semi-monthly installments. Any applicable
bonuses, commissions, or other compensation shall be paid in accordance
with the applicable compensation plan.
4. Employee Benefits. Employee shall be entitled to participate in the
employee benefit plans made available by LanVision in accordance with the
terms and conditions of such benefit plans; provided, however, that any
benefits made available to Employee during the course of employment shall
not be considered to be a vested right, unless specifically so provided by
the applicable benefit plan. The Employee Handbook contains a complete
description of the employee benefits presently offered by LanVision;
however, the Employee Handbook is provided for informational purposes only,
is subject to modification at LanVision's discretion, and does not
constitute a contract between LanVision and Employee.
5. Employee Research and Development.
5.1 Employee shall promptly and fully disclose to LanVision any and all
developments, improvements, innovations, and/or discoveries made or
conceived by Employee, either solely or jointly with others, during
the course of Employee's employment under this Employment Agreement
and relating to the business of LanVision. All such developments,
improvements, innovations, and discoveries shall be the exclusive
property of LanVision.
5.2 Employee shall immediately assign to LanVision all of Employee's right,
title, and interest in any developments, improvements, innovations,
and/or discoveries relating to the business of LanVision and shall sign
all instruments necessary for the filing or renewal of letters of
patent and registrations of trademarks and copyrights in connection
with the assigned developments, improvements, innovations, and/or
discoveries.
6. Nondisclosure of Trade Secrets and Confidential Business Information.
Employee acknowledges that during Employee's employment with LanVision,
Employee will receive, develop, or otherwise acquire, information
concerning trade secrets and confidential business information belonging to
LanVision, its affiliated companies, its customers, and other third parties
with whom LanVision does business. For purposes of this Employment
Agreement, trade secrets and confidential business information shall
include, but shall not be limited to, software systems, product
specifications, technical information, ideas, know-how, product plans,
business plans, market research, processes, procedures, pricing, business
affairs, financial information, and customer lists. Employee agrees that
Employee will not disclose the trade secrets or confidential business
information of LanVision, its affiliated companies, its customers, or other
third parties with whom LanVision does business, either directly or
indirectly, to any third person or entity, nor use these trade secrets or
confidential business information in any way, either during employment with
LanVision or at any time thereafter, except as authorized in writing by
LanVision.
7. Restrictive Covenant. During the course of employment and for a period of
one year following the termination of this Employment Agreement, whether
terminated by LanVision or Employee, Employee shall not:
7.1 Enter into or engage in competition with the business of LanVision or
its affiliated companies, directly or indirectly, either as an
employee, independent contractor, consultant, partner, joint venturer,
sole proprietor, officer, director, or significant shareholder of any
business or organization doing business in competition with the
business of LanVision or its affiliated companies;
7.2 Call on, solicit, or attempt to take away any customers or potential
customers of LanVision or of its affiliated companies on whom Employee
called or with whom Employee became acquainted during Employee's
employment with LanVision; or
7.3 Solicit or attempt to persuade other employees of LanVision or of its
affiliated companies to leave their employment.
8. Return of LanVision Property. Upon the termination of this Employment
Agreement, Employee shall surrender to LanVision all software, documents,
files, equipment, tapes, and other materials of any type whatsoever, in
Employee's possession belonging to LanVision, LanVision's affiliated
companies, LanVision's customers and potential customers, or LanVision's
agents, licensors, and licensees.
9. General.
9.1 Entire Agreement. This Employment Agreement contains the entire
agreement between the parties with respect to employment and
supersedes any and all other agreements.
9.2 Agreement Severable. The provisions of this Employment Agreement are
severable. If any provision is held to be invalid, unenforceable, or
void, the remaining provisions shall not as a result be invalidated.
9.3 Waiver. The failure of either party to act upon any right, remedy, or
breach of this Employment Agreement shall not constitute a waiver of
that or any other right, remedy, or breach. No waiver shall be
effective unless made in writing and signed by the waiving party.
9.4 Employment Services Unique. Employee acknowledges that the services to
be rendered by Employee are unique and that Employee's employment
obligations, if breached, will result in irreparable harm to
LanVision, entitling LanVision to injunctive relief, in addition to
any other available legal remedies, including the recovery of monetary
damages from Employee.
9.5 Employee Warranty. Employee warrants that Employee's acceptance of
employment with LanVision does not constitute a breach of any prior
employment agreement of Employee.
9.6 Amendments. This Employment Agreement may not be amended or modified,
in whole or in part, except by a written instrument signed by the
parties which references this Employment Agreement and specifically
identifies the amendment or modification.
9.7 Governing Law. This Employment Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio, excluding
its conflict of laws principles.
9.8 Voluntary Agreement. Employee represents that Employee has read and
understands this Employment Agreement and has been given the
opportunity to consult with legal counsel concerning the terms of this
Employment Agreement.
Employee LanVision, Inc.
By: / s / Xxxxxx X. Xxxx Xx. By: / s / Xxxx X. Xxxxxxx
-------------------------------------------------- ---------------------------------------------------
(Signature) (Signature)
Xxxxxx X. Xxxx Xxxx X. Xxxxxxx
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(Name Typed or Printed) (Name Typed or Printed)
12/3/96 Director of Human Resources
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(Date) (Title)
November 25, 1996
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(Date)
[Attachment: Copy of signed Offer Letter]
November 26, 1996
Xxxxxx X. Xxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxx 00000
Re: Offer of Employment
Dear Xx. Xxxx:
It is with great pleasure that we extend to you this formal offer of employment.
The offer is as follows:
1. Position: Assistant Controller, Finance, in our Cincinnati office,
reporting to Xxxx X. Bridge.
2. Status: Full-Time, 40 hours per week.
3. Start Date: January 1, 1997
4. Compensation: $62,000 per year in base salary, to be paid semimonthly on
the 15th and last days of the month; a $5,000 signing bonus
to be refunded if you leave LanVision's employment within one
year of your start date; and participation in the standard
employee corporate performance bonus plan. In addition, you
will receive 5,000 stock options to vest in three equal
annual installments over a three year period beginning on the
first anniversary of your employment.
5. Eligibility to participate in our medical, disability, and life insurance
benefit plans, our 401(k) plan, and our employee stock purchase plan under
the current requirements of these plans. A brief Summary of Benefits is
enclosed.
6. Three weeks vacation in accordance with our standard vacation policy.
7. Reimbursement or payment for one month's COBRA coverage, less the standard
health insurance employee monthly contribution, if your health insurance
coverage through your previous employer expires before the coverage through
LanVision begins.
8. Payment of professional dues for OSCPA and AICPS, plus payment of fees to
meet continuing professional education requirements.
Please accept this offer by signing and returning the two enclosed Employment
Agreement originals to Xxxx X. Xxxxxxx, Director of Human Resources Department,
at the above address. The other original is for your records. This offer is open
for acceptance until ten days after the date of this letter. We look forward to
hearing from you.
Sincerely,
LanVision, Inc.
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Chief Financial Officer Director of Human Resources
cc: Xxxx X. Bridge
