AGREEMENT FOR AT-WILL EMPLOYMENT WITH ASSIGNMENT OF INVENTIONS
AGREEMENT FOR AT-WILL EMPLOYMENT
WITH ASSIGNMENT OF INVENTIONS
THIS AGREEMENT FOR AT-WILL EMPLOYMENT WITH ASSIGNMENT OF INVENTIONS (this “Agreement”) is entered to be effective as of the 13th day of June, 2011, (the “Effective Date”) by 3DIcon Corporation, an Oklahoma Corporation (the “Company”) and Xxx Xxxxxxx (the “Employee”).
1. Representations and Warranties. Employee represents and warrants to the Company that he is not subject to any written or verbal nonsolicitation, noncompetition agreement, confidentiality, nonuse or nondisclosure agreement which will have any effect on Employee’s employment with the Company and that he has not brought to the Company any trade secrets, confidential business information, documents, or other personal property of a prior employer.
2. Employment; Duties. Effective on the Effective Date, the Company hereby employs Employee as the Chief Executive Officer (“CEO”), and Employee hereby accepts such employment on the terms and conditions in this Agreement. Unless otherwise directed by the Company’s Board of Directors, and subject to modification or reassignment as determined in the sole discretion and judgment of the Board of Directors, the Employee shall report directly to and be supervised by the Board of Directors, and perform the duties and responsibilities normally incident to such a position.
Employee agrees to perform the Employee’s duties to the best of the Employee’s abilities and to the satisfaction of the Company. Employee shall serve the Company with loyalty and without any conflicts of interest.
3. Compensation. As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall, during the term as defined below, be paid the following compensation and other benefits:
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(a)
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Base Pay. The Company shall pay the Employee, or such designee, in a manner as the Employee instructs, an annual base pay of One Hundred Twenty Thousand and no/100 DOLLARS ($120,000.00), earned on a weekly basis, payable in arrears, pursuant to the Company’s normal payroll process in twenty-six equal installments payable on the 15th and 30th of each month of Four Thousand Six Hundred Fifteen and 38/100 DOLLARS ($4,615.38). The base pay shall be reviewed not less than annually by the Board of Directors. The first and final week of pay shall be prorated based on the number of days actually worked.
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Stock Options: The Employee shall also earn stock options in the following manner: Five million options; 2 million of which are exercisable at the signing of this agreement and 3 million of which are exercisable during the term of this agreement and upon the completion of the Trade Show Prototype, as determined by the board of directors of the company.
The Strike price for the options will be the average of the five day period prior to the signing of this agreement. The options may be exercised for a period of five years.
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(b)
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Bonus Pay. The Employee also may earn bonus pay at the Company’s discretion. If the Employee’s employment is terminated by either party before the bonus becomes earned, due, and payable, the Employee shall not be entitled to the bonus.
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(c)
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Increases. Increases in the Base Pay and Bonus are not automatic, but are based upon the Employee’s performance, the Company’s financial condition and the discretion of the Board of Directors of the Company.
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4. Expenses. The Employee shall be responsible for complying with the Company’s expense reimbursement, credit card use and motor vehicle policies. The Employee shall be responsible for all such expenses other than the normal expenses incurred by the position, unless the Employee obtains advance written approval to incur such expenses from the Company’s Board of Directors.
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(a)
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The Employee acknowledges that, as a result of the Employee’s employment by the Company, the Employee will be making use of, acquiring, and/or adding to the Company’s and its affiliates’ Confidential Information (as defined below). Except as required in the performance of Employee’s duties under this Agreement or except in those instances in which the Employee obtains the advance written approval of the Board of Directors of the Company, the Employee will not use or disclose to third parties, directly or indirectly, any Confidential Information, either during the Employee’s employment or following termination. Notwithstanding the foregoing, the Employee will be permitted to disclose any Confidential Information to the extent required by validly issued legal process or court order; provided, that not less than ten days before such disclosure is made, Employee shall notify Company in writing of the demand for disclosure and attach a copy of the demand to such notice.
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(b)
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For purposes of this Agreement, “Confidential Information” means information, regardless of the medium in which it is stored, including without limitation, any business plan, financial records, contracts, customer and vendor lists, compilations, programs, devices, methods, techniques, processes, technologies, hardware, software, algorithms, data, intellectual property, ideas, disclosures, inventions, improvements, enhancements or derivatives thereof (whether patentable or patented, copyrightable or copyrighted, registerable as a tradename or registered as such), licenses, formulae, patterns, data, trade secrets, know-how, reports, notes, summaries, designs, cost estimates, unpublished patent applications, schema, samples, analyses, calculations, operations and other information, regardless of how generated or communicated, that:
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(i)
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derives independent economic value, actual or potential, in part from not being generally known to, and not being readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; or
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(ii)
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is the subject of a contractual obligation of the Company to maintain its secrecy; or
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(iii)
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is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or
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(iv)
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is wholly or partly owned by, or is licensed to, or by, the Company or its affiliates; or
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(v)
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is confidential, proprietary or competitively sensitive.
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(c)
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Without limiting the foregoing, the types and categories of information that the Company considers to be its Confidential Information include without limitation the following information that Employee knows or has reason to know that the Company or its affiliates intends or expects the secrecy of such information to be maintained, and as to which the Company or its affiliates has made reasonable efforts to maintain secrecy, including:
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(i)
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non-public information concerning or resulting from research and development work performed, sponsored or acquired by the Company or its affiliates;
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(ii)
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non-public information concerning the management, financial condition, financial operations, charter activities, marketing activities, sales and marketing strategies, customer information, channels of distribution, pricing policies and strategies and business plans of Company and its affiliates; and,
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(iii)
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non-public information acquired or compiled by the Company or its affiliates concerning actual or potential customers and competitors.
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(d)
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As used herein, “Confidential Information” does not include any information that:
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(i)
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is already (or otherwise becomes) publicly known, not as a result of any improper action or inaction of the Employee;
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(ii)
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is approved for release by written authorization of the Company; or
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(iii)
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is required to be disclosed by law or regulation; provided that disclosure is made to the Company as required above.
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(e)
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The Company may also advise the Employee from time to time as to, and the Employee agrees to abide by, restrictions upon the use or disclosure of specified information that has been licensed or otherwise disclosed to the Company by third parties pursuant to license or confidential disclosure agreements that contain restrictions upon the use or disclosure of such information.
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(a)
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All Confidential Information, “Inventions” (as defined below), documents, encoded media, and other tangible items provided to the Employee by the Company or its affiliates, or prepared, generated, created, designed or conceptualized by the Employee or others in the performance of the Employee’s duties under this Agreement are and shall remain the property of the Company or its affiliates. Upon termination of the Employee’s employment with the Company, the Employee will promptly deliver to the Company all such Confidential Information, documents, media and other items in his possession, including all complete or partial copies, recordings, abstracts, cds, dvds, notes or reproductions of any kind made from or about such documents, media, items or information contained therein, regardless of how the same may be stored. Such delivery to the Company shall include all notebooks or other collections or compilations journaling or memorializing intellectual property generation or development, maintained by the Employee at any time during the Employee’s employment under this Agreement.
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(b)
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The following are owned solely by, and are the property of, the Company and, whether now existing or later created, are hereby unconditionally and irrevocably assigned by the Employee to the Company: All intellectual property, ideas or inventions made by the Employee and all improvements, enhancements or derivatives of the intellectual property, ideas or inventions of others (whether patentable or patented, copyrightable or copyrighted, registrable as a tradename or registered as such) developed, prepared, generated, created, designed or conceptualized by the Employee during his employment under this Agreement or the three years following the termination of the employment under this Agreement (collectively, “Invention(s)”).
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(c)
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The Employee agrees, without further compensation, to sign such additional instruments as the Company may from time to time request to provide further evidence of the Employee’s assignment to the Company of any right, title, claim or interest the Employee may have or claim in any Invention or any of the Company’s intellectual or proprietary property or any intellectual property referenced in Section 7.
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(a)
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The Employee acknowledges the services he is to render to the Company following the execution of this Agreement are of a special or unusual character with a unique value to the Company the loss of which the parties agree cannot adequately be compensated by damages in an action at law. In view of the Confidential Information known or to be obtained by, or disclosed to the Employee, as set forth above, the special training Employee will receive from Company, and as a material inducement to the Company to enter into this Agreement and pay the Employee the compensation stated in Section 3, the Employee covenants and agrees that during the Covenant Period, as defined below, the Employee will not, except as otherwise authorized by this Agreement, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, solicit, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, with whom the Employee has dealt as an actual or prospective customer or competitor of Company during the Employee’s employment hereunder. This restriction applies regardless of geographic location, it being acknowledged by the parties that Company’s clients and competitors are not confined to a particular geographic area.
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(b)
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As used herein, the “Covenant Period” shall mean the period beginning on the Commencement Date and terminating two (2) years following the termination of Employee’s employment. During the Covenant Period, the Employee shall not:
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(i)
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directly or indirectly cause, solicit, induce or encourage any employees of the Company to leave such employment or hire, employ or otherwise engage any such individual; or
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(ii)
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directly or indirectly cause, solicit, induce or encourage any actual or prospective customer of the Company or any other person or entity who has a material business relationship with the Company, to terminate or modify any such actual or prospective relationship; or
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(iii)
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directly or indirectly solicit the sale of, or sell, goods, services or a combination of goods and services to the established customers of the Company.
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(c)
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As used in this Agreement, an “established customer” includes but is not limited to a person or entity which has been a customer of the Company at any time within the immediately preceding twenty-four (24) month period preceding the date of solicitation.
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(d)
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The Employee acknowledges that Company has made substantial investments to develop its business interests and goodwill, and to provide special training to the Employee for the performance of the Employee’s duties under this Agreement. The Employee agrees that the limitations as to time, geographical area, and scope of activity to be restrained contained in this Section 8 are reasonable and are not greater than necessary to protect the goodwill or other business interests of Company.
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IN WITNESS WHEREOF, the Company and the Employee have duly executed this Agreement to be effective as of the day and year first above written.
COMPANY: | |||
3DICON CORPORATION | |||
By:
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/s/ Xxxxxx Xxxxxxx | ||
Name: | Xxxxxx Xxxxxxx | ||
Title: | Chief Executive Officer | ||
Address: | 0000 X. Xxxxxx, Xxxxx 000 | ||
Xxxxx, XX 00000 - 3416 | |||
EMPLOYEE: | |||
NAME | |||
/s/ Xxx Xxxxxxx | |||
Xxx Xxxxxxx | |||
Address: | |||
Address: | |||
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