Exhibit 10.1
INTEG INCORPORATED, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is effective as of April __, 1998 by and
between Integ Incorporated (the "Company"), a Minnesota corporation, and
_____________________ (the "Employee"), a Minnesota resident.
WHEREAS, the Employee is employed by the Company; and
WHEREAS, and the parties wish to continue the Employee's employment by
the Company subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the foregoing premises and the
parties' mutual covenants and undertakings contained in this Agreement, the
Company and the Employee hereby agree as follows:
ARTICLE 1.0 DEFINITIONS
Capitalized terms used in this Agreement shall have their defined
meaning throughout the Agreement. The following terms shall have the meanings
set forth below, unless the context clearly requires otherwise.
1.1 BOARD. "Board" shall mean the Board of Directors of the Company.
1.2 DISABILITY. "Disability" shall mean any physical or mental
condition which causes the Employee to fail to render services to the Company
over a period of ninety (90) days during any one hundred eighty (180) day
period. The existence or nonexistence of the Employee's Disability will be
determined in good faith by the Board after notice in writing given to the
Employee at least thirty (30) days prior to such determination. During such
thirty (30) day period, the Employee shall be permitted to make a presentation
to the Board for its consideration.
1.3 GOOD REASON. "Good Reason" shall mean the occurrence of any of the
following events, except for the occurrence of such an event in connection with
the termination of the Employee's employment by the Company for Good Cause (as
defined in section 4.2 hereof), due to the Employee's Disability (as defined in
section 1.2 hereof), or due to the Employee's death:
(a) the assignment to the Employee of employment responsibilities
which are not of reasonably comparable responsibility and
status as the employment responsibilities held by the Employee
on the Effective Date of this Agreement;
(b) an unreasonable reduction by the Company in the Employee's
base salary as in effect on the Effective Date of this
Agreement; or
(c) the Company's requiring the Employee to be based at a location
that is in excess of 50 miles from the location of the
Employee's principal office on the Effective Date of this
Agreement.
1.4 EFFECTIVE DATE. "Effective Date" shall mean the date on page 1
hereof.
ARTICLE 2.0 EMPLOYMENT
2.1 EMPLOYMENT. Upon the terms and conditions set forth herein, the
Company hereby offers the Employee continuing employment, and the Employee
accepts such continuing employment. Termination of this Agreement by either
party or by mutual agreement of the parties under Article 4.0 shall also
terminate the Employee's employment by the Company.
2.2 DUTIES. The Employee will have the duties and responsibilities the
Employee exercised prior to the date of this Agreement. The Employee agrees that
the Employee will devote the Employee's full time, attention, knowledge, and
skill exclusively to the loyal service of the Company and will use the
Employee's best efforts to carry out all of the duties and responsibilities that
are or may be assigned to the Employee.
ARTICLE 3.0 COMPENSATION AND BENEFITS
3.1 BASE SALARY. The Company shall pay the Employee an annual base
salary of $__________ per year, subject to adjustment from time to time in the
sole discretion of the Company. Such base salary shall be paid in accordance
with the Company's normal payroll practices and will be subject to any
applicable income tax, Social Security and other applicable withholding.
3.2 EMPLOYEE BENEFITS. The Employee shall be entitled to participate in
the employee benefit plans of the Company to the extent that the Employee's
position, title, tenure, salary, age, health, and other qualifications make the
Employee eligible to participate. The Company does not guarantee the adoption or
continuance of any particular employee benefit plan or program during the term
of this Agreement, and the Employee's participation in any such plan or program
shall be subject to the provisions, rules, and regulations applicable thereto.
ARTICLE 4.0 TERMINATION
4.1 TERMINATION. The Employee's employment under this Agreement shall
commence upon the Effective Date and shall be terminable by either party for any
reason or no reason upon a notice of thirty (30) days.
4.2 TERMINATION BY THE COMPANY FOR GOOD CAUSE. Notwithstanding Section
4.1 above, the Company may terminate this Agreement without notice for Good
Cause. For purposes of this Agreement, "Good Cause" shall mean:
- 2 -
(a) Repeated failure by the Employee to fulfill any of the
Employee's duties, or the Employee's repeated failures or
omissions to carry out lawful and reasonable orders which, in
the reasonable judgment of the Company, are willful and
deliberate and which are not cured within a reasonable period
after the Employee's receipt of written notice thereof from
the Company;
(b) Any absence from the Employee's regular full-time employment
in excess of two (2) weeks that is not due to a vacation, bona
fide illness, Disability, death or other reason expressly
authorized by the Company;
(c) Any act or acts of personal dishonesty by the Employee
intended to result in the personal enrichment of the Employee
at the expense of the Company;
(d) Any wilful and deliberate misconduct of the Employee that is
materially and demonstrably injurious to the Company; or
(e) Any criminal indictment, presentment, or conviction for a
felony of the Employee, whether or not the Company is the
victim of such offense.
4.3 TERMINATION IN THE EVENT OF THE EMPLOYEE'S DEATH OR DISABILITY.
Notwithstanding Section 4.1 above, the Employee's employment under this
Agreement shall terminate in the event of the Employee's death or Disability. In
such event, the Company shall pay to the Employee any amounts due to the
Employee for salary through the termination date together with any other unpaid
and pro rata amounts of accrued vacation pay, sick leave, and/or business
expense reimbursements that may be due under the Company's policies. The
Employee shall not be entitled to any additional compensation.
4.4 TERMINATION BY MUTUAL AGREEMENT. Notwithstanding Section 4.1 above,
the parties may terminate this Agreement at any time and upon any other terms or
conditions by mutual written agreement.
4.5 COMPENSATION UPON TERMINATION BY COMPANY. As the Employee's sole
and exclusive compensation for the termination of the Employee's employment,
other than due to death or Disability, the Company shall pay the Employee as
follows:
(a) If due to termination by the Company for Good Cause or by the
Employee for other than Good Reason, within ten (10) days
after the termination date, the Company shall pay the Employee
any amounts due to the Employee for salary through the
termination date together with any other unpaid and pro rata
amounts of accrued vacation pay, sick leave, and/or business
expense reimbursements that may be due under the Company's
policies.
(b) If due to termination by the Company for other than Good
Cause, or by the Employee for Good Reason, the Company shall
pay the Employee, as severance pay, the Employee's salary in
effect on the termination date or the Effective Date of this
Agreement, whichever is higher, for a term of twelve months
from the
- 3 -
termination date, subject to required tax withholding. Such
severance pay shall be paid as salary continuation, in
installments over the twelve-month period, in accordance with
the Company's normal payroll practices. The Company shall also
pay to the Employee for the calendar year in which termination
of employment occurs a pro rata portion of any bonus to which
the Employee would have been entitled had the Employee
remained employed for the entire calendar year; such pro rata
portion of such bonus shall be based upon the period of time
the Employee actually worked during the calendar year in which
termination of employment occurs.
(c) The Company shall have no duty or obligation to employ the
Employee following any termination by the Company for any
reason whatsoever, with or without Good Cause, and the
Employee shall have no duty or obligation whatsoever to find
other employment during the term with respect to which
compensation is required to be paid by the Company under
Section 4.5(b) above. However, if and to the extent that the
Employee does have earned income related to new employment or
other work, including consulting work, performed by the
Employee after the first six months of such term, any payments
made under Section 4.5(b) after the first six months of such
term will be reduced by the amount of such earned income
related to new employment or other work, including consulting
work. The Employee shall promptly and fully disclose to the
Company in writing the nature and amount of any such earned
income related to new employment or other work for purposes of
mitigation and reduction of the Company's obligations
hereunder, and the Employee shall be liable to repay any
amounts paid by the Company which should have been so
mitigated and reduced but for the Employee's failure to make
such disclosure.
4.6 SURVIVAL. The provisions of Article 4.0 (relating to termination
rights and the provision of compensation and benefits beyond the termination of
this Agreement), the provisions of Article 6.0 (relating to improvements and
inventions, confidential information, know-how and related matters), the
provisions of 7.0 (relating to dispute resolution) the provisions of Article 8.0
(relating to miscellaneous terms and conditions), and applicable provisions of
the Change in Control Agreement between the parties dated June 30, 1997,
including the non-competition and non-solicitation covenants contained therein,
shall survive the termination of this Agreement for any reason.
ARTICLE 5.0 CHANGE IN CONTROL
5.1 CHANGE IN CONTROL AGREEMENT. This Agreement shall have no effect
upon the Change in Control Agreement entered into between the parties on
____________, a copy of which is attached hereto as Exhibit 1, except to the
extent that it modifies the Employee's at-will employment status. That Change in
Control Agreement, including without limitation, the non-competition and
non-solicitation provisions contained in Section 5 of that Agreement, shall
continue in full force and effect. Nothing contained in this Agreement is
intended to supplant, replace or supersede any provision of the Change in
Control Agreement, including without limitation the non-competition and
non-solicitation provisions contained in Section 5 of that
- 4 -
Change in Control Agreement, and the Employee expressly acknowledges the
Employee's continuing obligations under those non-competition and
non-solicitation provisions. Should a Change of Control occur, as defined in the
Change in Control Agreement between the parties dated ____________, and the
Employee becomes eligible for compensation under Section 4 of that Change in
Control Agreement as a result of the termination of the Employee's employment,
whether by the Employee or by the Company, this Agreement shall be null and
void, and the Change in Control Agreement shall supersede and replace this
Agreement in all respects.
ARTICLE 6.0 IMPROVEMENTS AND INVENTIONS, CONFIDENTIAL
INFORMATION, TRADE SECRETS, KNOW-HOW, AND RELATED
MATTERS
6.1 AGREEMENT RELATING TO IMPROVEMENTS, CONFIDENTIAL INFORMATION, TRADE
SECRETS, KNOW-HOW AND RELATED MATTERS. The Employee executed an agreement with
the Company entitled "Integ Incorporated Agreement Relating to Improvements and
Inventions, Confidential Information, Trade Secrets, Know-How and Related
Matters" dated ____________, a copy of which is attached to the Change in
Control Agreement as Exhibit A. The Integ Incorporated Agreement Relating to
Improvements and Inventions, Confidential Information, Trade Secrets, Know-How
and Related Matters is incorporated herein by reference. Nothing in this
Agreement negates or supersedes the Integ Incorporated Agreement Relating to
Improvements and Inventions, Confidential Information, Trade Secrets, Know-How,
and Related Matters, and all provisions of said agreement which by their terms
survive the termination of the Employee's employment with the Company continue
in full force and effect and are not negated or otherwise affected by this
Agreement.
ARTICLE 7.0 DISPUTE RESOLUTION
7.1 SCOPE OF ARBITRATION AGREEMENT. Except as provided in Section 7.3,
the provisions of this Article 7 shall apply to any dispute, claim or
controversy arising out of or in connection with this Agreement or in connection
with the Employee's employment, or termination thereof, including: any contract
claims; any tort claims; and any federal or state statutory claims, including
statutory discrimination claims.
7.2 PROCEDURE FOR ARBITRATION. Any dispute, claim or controversy within
the scope of Section 7.1 which has not been settled through negotiation within a
period of thirty (30) days after the date on which either party shall first have
notified the other party in writing of the existence of a dispute shall be
settled by final and binding arbitration under the then-applicable Arbitration
Rules of the American Arbitration Association ("AAA"). Any such arbitration
shall be conducted by one (1) neutral arbitrator appointed by mutual agreement
of the parties or, failing such agreement, in accordance with said Rules. Such
arbitrator shall be an experienced attorney with a background in employment law.
Any such arbitration shall be conducted in Minneapolis, Minnesota. An arbitral
award may be enforced in any court of competent jurisdiction. Notwithstanding
any contrary provision in the AAA Rules, the following additional procedures and
rules shall apply to any such arbitration:
- 5 -
(a) Each party shall have the right to request from the
arbitrator, and the arbitrator shall order upon good cause
shown, reasonable and limited prehearing discovery, including:
(i) exchange of witness lists; (ii) depositions under oath of
witnesses at a mutually convenient location; (iii) written
interrogatories; and (iv) document requests.
(b) Upon conclusion of the pre-hearing discovery, the arbitrator
shall promptly hold a hearing upon the evidence to be adduced
by the parties and shall promptly render a written opinion and
award.
(c) Each party shall bear its own costs and expenses of the
arbitration, except that the Company shall pay the fees and
costs of the arbitrator, subject to the power of the
arbitrator, in his or her sole discretion, to award all
reasonable costs, expenses and fees to the prevailing party.
7.3 LITIGATION RIGHTS RESERVED. If any dispute arises with regard to
the Employee's breach of the Integ Incorporated Agreement Relating to
Improvements and Inventions, Confidential Information, Trade Secrets, Know-How
and Related Matters, dated ____________, or with regard to the Employee's breach
or threatened breach of the non-competition and non- solicitations contained in
Section 5 of the Change in Control Agreement between the parties dated
__________, the Company may seek any available remedy at law or in equity from a
court of competent jurisdiction.
ARTICLE 8.0 GENERAL PROVISIONS
8.1 SUCCESSORS AND ASSIGNS. This Agreement constitutes a personal
service agreement on the part of the Employee and the Employee's duties
hereunder may not be assigned or delegated to any other person without the prior
written consent of the Company, but all rights of the Employee hereunder shall
inure to the benefit of and be enforceable by the Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Employee should die while any amounts are still
payable to the Employee hereunder, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Employee's devisee, legatee, or other designee or, if there be no such designee,
to the Employee's estate. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors (by
purchase, merger, consolidation or otherwise) and assigns of the Company.
8.2 NOTICES. All notices, requests and demands required or permitted
hereunder shall be in writing and be personally or courier delivered or mailed
postage prepaid, registered or certified U.S. mail, to the other party at the
address set forth on the last page of this Agreement. Either party may, by
notice hereunder, designate a changed address. Any notice hereunder shall be
deemed effectively given and received: (a) if personally or courier delivered,
upon delivery; or (b) if mailed, on the third (3rd) day after deposit in the
mail.
- 6 -
8.3 CAPTIONS. The various headings or captions in this Agreement are
for convenience only and shall not affect the meaning or interpretation of this
Agreement.
8.4 GOVERNING LAW; CHOICE OF FORUM. The validity, interpretation,
construction, performance, enforcement and remedies of or relating to this
Agreement, and the rights and obligations of the parties hereunder, shall be
governed by the substantive laws of the State of Minnesota (without regard to
the conflict of laws rules or statutes of any jurisdiction), and, expressly
subject to the dispute resolution mechanism in Article 7.0 above, any and every
other legal proceeding arising out of or in connection with this Agreement shall
be brought in the appropriate state or federal courts located in the State of
Minnesota, each of the parties hereby consenting to the exclusive jurisdiction
of said courts for this purpose, and each of the parties hereby waiving any
right to transfer venue from such courts to a court located in any jurisdiction
outside of the State of Minnesota.
8.5 CONSTRUCTION. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
8.6 WAIVERS. No failure on the part of either party to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by any related document or by law.
8.7 MODIFICATION. This Agreement may not be modified or amended except
by written instrument signed by the Employee and a member of the Board.
8.8 ENTIRE AGREEMENT. This Agreement (including the attached Exhibit 1)
constitutes the entire agreement and understanding between the parties hereto in
reference to all the matters herein agreed upon. This Agreement replaces in full
all prior employment offers, discussions, requests, agreements or understandings
of the parties hereto, and any and all such prior offers, discussions, requests,
agreements or understandings are hereby rescinded by mutual agreement.
- 7 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
_________________________ INTEG INCORPORATED
[Employee]
Address: By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Title: President and Chief Executive Officer
Address:
0000 Xxxxxx Xxxx
Xx. Xxxx, XX 00000
[Exhibit 1 hereto was previously filed as Exhibit 10.14 to the Company's
Registration Statement on Form S-1 (file No. 333-4352)]
- 8 -
