Management Employment Agreement
This
Management Employment Agreement (hereinafter referred to "AGREEMENT" is entered
into and effective on the 1st day of January 2006, between Xxxxxx
Laser Inc., a corporation organized under the laws of the State of Nevada
(hereafter the "COMPANY") and Xxxxx X Xxxxxx DDS, an individual (hereinafter
referred to as ''EMPLOYEE")
Whereas,
the COMPANY is in the business of developing, manufacturing and selling various
dental devices and desires to employ EMPLOYEE for the purpose of managing and
advancing the business interests of the COMPANY by innovation and full- time
directed efforts; and
Whereas,
the COMPANY desires to preserve trade secrets, customer names, actual and
proposed developments, pricing and financial information and other matters
which
in the course of his employment, EMPLOYEE is expected to have access to; and
Whereby,
the COMPANY desires to advance its competitive position by reserving rights
to
inventions managed and made by its EMPLOYEES;
Now,
therefore, the parties agree as follows:
1.
Definitions
1.1
"Employment" means the period during which the EMPLOYEE is employed by the
COMPANY and extends from the effective date of this Agreement to the last day
for which EMPLOYEE receives compensation from the Company as a full-time
employee.
1.2
"Termination" means the last day of employment of the EMPLOYEE by the COMPANY
irrespective of the reason for termination and whether voluntary or involuntary
on the part of the EMPLOYEE.
1.3
"Innovations" means inventions, procedures, techniques, licenses or other
patented technology or know-how which relate to the business or contemplated
business of the COMPANY, that EMPLOYEE has access to during Employment.
2.
General Duties
2.1
EMPLOYEE agrees to use his best efforts to promote the financial, technical
and
competitive position of the COMPANY throughout the Employment in those areas
of
responsibility set forth in the Job Description (attached hereto as Exhibit
A)
and in those areas designated as responsibilities of all employees.
2.2
EMPLOYEE agrees not to engage in any other employment or business venture during
the Employment without the written consent of the COMPANY, which consent shall
not be unreasonably withheld.
3.
Compensation
3.1
As
compensation for the services to be rendered by EMPLOYEE hereunder, COMPANY
agrees to pay EMPLOYEE a monthly salary of Six Thousand Six Hundred and Sixty
Seven Thousand Dollars (US) ($6,667.00) payable on the 25th day of each month
during the Employment, prorated for any partial period.
3.2
The
EMPLOYEE shall have the right to take the salary in COMPANY shares issued by
the
COMPANY at a price equal to the last price at which shares were issued to
investors within the previous 12 months and not to include warrants or if after
12 months at a 50% discount to the average bid price of the stock for the prior
30 days.
3.3
The
salary stated in this Agreement shall be reviewed, determined and adjusted
by
the Board of Directors and/or its Compensation Committee as the Company
progresses through development into an operating company.
3.4
As
additional bonus the Company shall pay the Employee an annual bonus as
determined by the Compensation Committee.
3.5
As
additional compensation, COMPANY shall provide one month paid vacation each
year
during the EMPLOYMENT. Said vacation time shall be considered earned from the
effective date of this Agreement, and on each anniversary of this Agreement
thereafter during the Employment. Fifty percent of unused vacation days can
be
carried forward each year.
3.6
As
additional compensation, the COMPANY shall secure and provide health insurance
for EMPLOYEE and his dependents at Companies sole expense during the period
of
Employment, and for 90 days following termination.
3.7
As
additional compensation, COMPANY shall reimburse EMPLOYEE for allowable
expenses, such as, but not limited to purchases, meals, supplies, mileage,
entertainment and gifts. EMPLOYEE shall provide COMPANY with a written monthly
expense journal, together with all receipts, and COMPANY reserves the right
to
disallow any expenses not directly and obviously related to its business
interests.
4.
Term
& Termination
4.1
The
term of this Agreement shall be three years from the effective date above,
unless terminated in writing by both parties or unless terminated for cause
as
outlined in 4.2 below.
4.2
COMPANY reserves the right to terminate this Agreement at its sole discretion
immediately if the EMPLOYEE is found to be grossly negligent in his duties
as
set forth herein. Gross negligence includes, but is not limited to, willful
failure to appear at work without notice; alcohol or drug use on the job;
willful misrepresentation or omission of pertinent information to the COMPANY
or
its customers; theft, arson or any crime which could have a material negative
impact on the COMPANY; willful violation of Non-Disclosure Agreements, including
that agreement set forth herein in Section 6; 3 breach of any condition set
forth herein; and repeated misconduct not corrected within thirty days of
written notice of such misconduct from the COMPANY.
5.
Development of Innovation
5.1
EMPLOYEE agrees to keep complete and accurate records of all such Innovations
and applications to date and have witnessed all such records in an appropriate
manner, as designated by the COMPANY. EMPLOYEE further agrees to disclose all
Innovations promptly and fully to the COMPANY.
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5.2
EMPLOYEE agrees to, and hereby does, assign to the COMPANY each Innovation
and
agrees to execute and deliver to the COMPANY, promptly upon request, whether
during or subsequent to Employment, all proper documents as the COMPANY may
reasonably deem necessary or desirable to obtain patent, copyright, or other
legal protection in the United States and elsewhere and to vest legal ownership
thereof in the COMPANY.
5.3
EMPLOYEE agrees to promptly disclose and assign to the COMPANY any Innovation
made by him within one year subsequent to Termination, provided, however, such
disclosure and assignment shall be limited to inventions directly related to
(a)
activities in which the EMPLOYEE was engaged during the Employment or (b)
activities of the COMPANY or any of its suppliers or customers, considered
by
the COMPANY to be of a confidential nature and to which the EMPLOYEE acquired
information during the Employment.
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Non-Disclosure and Non-Compete
6.1
EMPLOYEE agrees that be will during the Employment and for a period of 2 years
subsequent to Termination, maintain in secrecy any information acquired by
the
Employee during the Employment concerning finances, business procedures,
licensing information, names and lists of customers, trade secrets and
innovations relating to any of its customers or suppliers or other matters
of a
confidential nature or which are designated by a representative of the Company
to be among those matters to be regarded as confidential.
6.2
EMPLOYEE acknowledges that the relationships between the COMPANY and its
customers and suppliers, and prospective customers and suppliers, are
confidential, whether or not evidenced by a written instrument, and that the
COMPANY is under certain obligations to refrain from making use of or revealing
information gained from or resulting from work done for its customers or by
its
suppliers and the Employee agrees to and hereby adopts all such obligations
of
the Company as his own.
6.3
EMPLOYEE further agrees, upon Termination, to deliver to the COMPANY all
property of the COMPANY including all originals and copies of documents and
photographs, prototypes, tools, supplies and all other property of the COMPANY
of every kind. The EMPLOYEE agrees that all documents relating to the COMPANY,
whether or not originated by the EMPLOYEE, are the property of the COMPANY.
6.4
EMPLOYEE acknowledges that during the Employment he can reasonably expect to
acquire information, which if applied to a competitive endeavor would be harmful
to the COMPANY. Accordingly, the EMPLOYEE agrees that for a period of 2 year
subsequent to Termination, he will not engage in any activities directly
competitive to the activities or business interests of the COMPANY or advise
or
be employed by any company or other entity engaged in the design, manufacture
or
sale of products or services of the kinds performed, made or sold by the COMPANY
during the Employment. This prohibition of competitive activity is limited
to
the geographical areas in which the COMPANY shall have done business during
the
Employment and those areas, which, at the time of Termination, the COMPANY
has
specific genuine intention to do business.
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6.5
The
EMPLOYEE acknowledges that the provisions of this Agreement may, for a limited
period subsequent to Termination result in a decrease in earning capacity.
However, the Employee represents that he has demonstrated abilities to earn
income from non-competing business activities with the COMPANY and has accepted
the restrictions imposed here as a result of his considered judgment of the
benefits that may accrue from the Employment.
6.6
EMPLOYEE, asserts and affirms that he: (a) has read and understood each
provision of this Agreement; (b) undertakes to perform each duty hereunder
without reservation of any kind; and (d) is aware that the provisions herein
can
cause, for a limited time, a diminution of income and limit the scope of
business opportunities.
7.
Representations & Warranties
EMPLOYEE
warrants that he is under no obligation to any other entity that would in any
way conflict with any obligation of the EMPLOYEE hereunder. EMPLOYEE further
warrants that he will not disclose to the COMPANY any information with respect
to which the EMPLOYEE is under any obligation of confidentiality.
8.
Applicable Law
This
Agreement shall be construed and enforced in accordance with the laws of the
State of Nevada.
9.
Entire
Agreement
This
Agreement supersedes and replaces all former agreements or understandings with
respect to the subjects matter hereof.
10.
Severability
If
any
provision hereof is determined to be invalid or unenforceable, the remainder
of
this Agreement shall be unaffected thereby and shall be enforceable against
either party.
11.
Binding Effect
This
Agreement shall inure to the benefit of any successor, assignee or nominee
of
the COMPANY as fully as if it had been an original party hereto.
12.
Execution
This
Agreement may be executed in several counterparts, each of which shall be deemed
an original and together shall constitute one Agreement.
13.
Effect of Headings
Headings
in this Agreement are for reference only and do not form a part of this
Agreement, and shall not in any way effect the interpretation hereof.
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14.
Waiver
The
failure to enforce provision of this Agreement shall not be construed as a
waiver of any such provisions and shall not prevent a party thereafter from
enforcing this or any other provisions of this Agreement.
15.
Notices
Notices
required or permitted by this Agreement are deemed received when delivered
in
person to either party or 48 hours following deposit in the U.S. mail
(Certified). Notices should be delivered in person by the EMPLOYEE to his
immediate supervisor or any member of the Board of Directors. Notices should
be
delivered in person by a representative of the COMPANY to the EMPLOYEE at his
normal work place during normal working hours. If by mail, Notices should be
sent to:
To
Company: Xxxxxx Laser Inc.
00
Xxxxxxxxxxx Xx., Xxxxxxxx, XX 00000
To
Employee: 00 Xxxxxxxxxxx Xx., Xxxxxxxx, XX 00000
In
witness hereof the parties have executed this Agreement on the date first above
written.
For
The
COMPANY: /s/
Xxxxxx
Laser Inc. Xxxxxxx X Xxxxx, Director
For
the
EMPLOYEE: /s/ Xxxxx X Xxxxxx
Title:
Executive Vice-president Clinical Affairs
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