Exhibit 10.25
EMPLOYMENT AGREEMENT
BETWEEN: ATHENA MEDICAL CORPORATION, a Nevada corporation ("Company");
AND: XXXXX X. XXXXXXXX ("Employee").
DATED: Effective September 6, 1996.
RECITAL:
The Company (dba AFEM Medical Corporation) is engaged in the business of
developing and marketing feminine hygiene products and diagnostics world-wide.
Employee is a member of the Company's Board of Directors and was appointed by
the Board of Directors as the Company's Chairman and Chief Executive Officer on
September 6, 1996. The parties desire to set forth their agreement as to
Employee's services as such.
AGREEMENT:
In consideration of the foregoing Recital and the terms, conditions and
covenants set forth below, the parties agree as follows:
1. EMPLOYMENT
The Company agrees to employ Employee as its Chairman and Chief Executive
Officer for a term commencing on September 6, 1996, and continuing until
termination in accordance with Section 5. Employee accepts employment with the
Company on the terms and conditions set forth in this Agreement, and agrees to
perform the duties of the Company's Chairman and Chief Executive Officer as
provided in the Company's Bylaws. Employee further agrees to perform any
specific duties assigned to Employee by the Company's Board of Directors. The
parties anticipate that Employee will be required to devote approximately one to
two days of each week on behalf of the Company.
Employee agrees that in all aspects of his employment, Employee shall comply
with the policies, standards, rules and regulations of the Company from time to
time established, and shall perform Employee's duties faithfully, intelligently,
to the best of Employee's ability and in the best interest of the Company. The
devotion of reasonable periods of time by Employee for personal purposes,
outside non-competitive business activities or charitable activities shall not
be deemed a breach of this Agreement, provided that such purposes or activities
do not materially interfere with the services required to be rendered to or on
behalf of the Company.
2. CONFIDENTIALITY
1 CONFIDENTIAL INFORMATION. Employee acknowledges and agrees that all
research, product and equipment specifications, manufacturing methods, lists
of the
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Company's customers and suppliers, marketing and product planning
information, and other Company data related to its business ("Confidential
Information"), are valuable assets of the Company. Except for disclosures
reasonably made to advance the business of the Company and information which is
a matter of public record, Employee shall not, during the term of this Agreement
or after termination of employment with the Company for any reason, disclose any
Confidential Information to any person or use any Confidential Information
(regardless of whether same is considered proprietary or a trade secret) for the
benefit of Employee or any other person, except with the prior written consent
of the Company in each instance.
2 RETURN OF DOCUMENTS AND PROPERTY. Employee acknowledges and agrees that
all originals and all copies of records, reports, files, correspondence,
lists, plans, drawings, memoranda, notes, sketches, summaries, schedules,
codes, tapes and other documentation and property related to the business of
the Company or containing any Confidential Information are and shall be the
sole and exclusive property of the Company, and shall be returned to the
Company upon termination of Employee's employment with the Company or upon
the written request of an authorized representative of the Company at any
time.
3 RELATED COMPANY POLICIES. Employee further agrees to comply with
all policies, rules and regulations adopted by the Company's Board of
Directors or shareholders from time to time with respect to xxxxxxx xxxxxxx
and other duties applicable to the employees of a publicly-traded
corporation. Employee also agrees, if requested, to sign a separate
confidentiality agreement applicable to all employees. The terms of such
separate agreement will control over any conflicting term in this Agreement.
4 INJUNCTION. Employee agrees that it would be difficult to measure
damage to the Company from any breach by Employee of Section 2.1, 2.2 or 2.3
and that monetary damages would be an inadequate remedy for any such breach.
Accordingly, Employee agrees that if Employee shall breach Section 2.1, 2.2
or 2.3, the Company shall be entitled, in addition to any and all other
remedies it may have at law or in equity, to an injunction or other
appropriate order to restrain any such breach, without showing or proving any
actual damage sustained by the Company, and without posting bond or other
undertaking.
5 NO RELEASE. Employee agrees that termination of employment
with the Company shall not release Employee from any of Employee's
obligations under Section 2.1, 2.2 or 2.3.
3. COMPENSATION
1 AMOUNT. In consideration of all services to be rendered by Employee
to the Company under this Agreement, the Company shall pay to Employee
compensation of $2,500.00 per month for a period commencing October 1, 1996,
payable monthly in arrears or on the same dates as other management personnel
are paid. Compensation shall
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be subject to the customary withholding of income taxes and
to other employment taxes required with respect to compensation paid by an
employer to an employee.
2 OTHER BENEFITS. Employee's services will be as a part-time employee.
Accordingly, neither Employee or Employee's spouse and dependents are or will
be entitled to coverage and participation with respect to profit-sharing
plan, retirement plan, accident and health insurance, life insurance or other
employment benefits, unless Employee meets the respective eligibility
conditions (including minimum hours-of-service) of each such benefit.
3 INCOME FROM EMPLOYEE'S EFFORTS. All income generated by Employee for
Employee's services to the Company, and all activities related to such
services, shall belong to the Company, whether paid directly to the Company
or to Employee. Employee agrees to, upon request by the Company from time to
time, render a detailed accounting of all transactions during the course of
Employee's employment.
3.4 WORK MADE FOR HIRE. All techniques, processes, products, manuals,
documents, materials, ideas and Confidential Information developed by Employee
while employed by the Company shall be considered work made for hire and shall,
unless specifically otherwise agreed in writing by the Company prior to such
development, become the sole and exclusive property of the Company.
4. EXPENSES
The compensation provided under Section 3.1 above is intended to
compensate Employee for normal travel expenses (such as those between
Employer's home or office and the Company's principal office) and incidental
expenses. However, Employee shall be entitled to reimbursement from the
Company for other non-ordinary reasonable expenses necessarily incurred by
Employee in the performance of Employee's duties under this Agreement (such
as out-of-state travel), upon presentation of vouchers detailing the amount,
date and business purpose of each such expense. All expenses in excess of
$200.00 must be approved in advance by another officer of the Company, and
all travel and related expenses and reimbursements will be governed by the
travel policies and procedures adopted by the Company.
5. TERMINATION
1 TERMINATION BY PRIOR NOTICE OR AGREEMENT. The employment of Employee by
the Company may be terminated by either the Company or Employee upon the giving
of 30 days' prior written notice to the other party. This Agreement may be
terminated at any earlier time upon the mutual written agreement of the Company
and Employee.
2 IMMEDIATE TERMINATION. The employment of Employee by the Company
may be terminated immediately in the sole discretion of the Board of Directors
of the Company upon the occurrence of any one of the following events:
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1. If Employee shall willfully and continuously fail or refuse to comply
with any of the policies, standards, rules and regulations established by the
Company's Board of Directors or shareholders from time to time.
2. If Employee shall be guilty of fraud, dishonesty or any other act of
misconduct in the performance of Employee's duties on behalf of the Company.
3. If Employee shall fail or refuse to perform any provision of this
Agreement to be performed by Employee.
4. Upon the sale, transfer or other disposition of all or substantially
all the assets of the Company, the distribution of the Company's assets to
its shareholders in liquidation, or the discontinuance of the Company's
conduct of the business described in the Recital.
5. If Employee shall suffer a permanent disability. For purposes of this
Agreement, "permanent disability" shall be defined in accordance with the
terms of any disability income policy insuring Employee which may be
purchased by the Company, as determined by the company issuing such policy.
But if such a policy is not in force, "permanent disability" shall be
defined as Employee's inability due to physical or mental illness, or other
cause, to perform the majority of Employee's usual duties for a period of
three months or more, as determined by a physician licensed to practice
medicine in Oregon and chosen by the Company.
3 DEATH. In the event Employee dies during the term of this Agreement,
this Agreement shall automatically terminate, and the Company shall pay to
Employee's estate the compensation which would be otherwise payable to
Employee through the last day of the month in which Employee's death occurs.
4 PRORATION OF COMPENSATION. Except as otherwise provided in Section
5.3, upon termination of employment, the compensation payable to Employee
pursuant to Section 3.1 shall be prorated to the date of such termination and
shall be payable on the first day of the month following such termination
date.
5 AT-WILL EMPLOYMENT. The employment by Employee by the Company is
"at-will". Employee may terminate employment at any time, for any reason or
for no reason. Correspondingly, the Company may terminate Employee's
employment at any time, for any reason or for no reason.
6. MISCELLANEOUS
1 REPRESENTATION BY EMPLOYEE. Employee represents and warrants to the
Company that there is no employment contract or any other contractual obligation
to which Employee is subject which prevents Employee from entering into this
Agreement or from performing fully Employee's duties under this Agreement.
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2 NOTICES. Any notice or consent required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been
given when personally delivered to a party or 24 hours after deposit in the
United States Mail, first class postage prepaid by both first class and
certified mail, return receipt requested, or 24 hours after delivery to a
recognized national overnight carrier, with overnight shipping charges paid,
and addressed to such party as follows:
If to Employee: Xxxxx X. Xxxxxxxx
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxx, XX 00000
If to the Company: Athena Medical Corporation
00000 XX Xxxxxx Xxxxxx, Xxxxx X-0
Xxxxxxxx, XX 00000
Attn: President
or such other address as a party may specify by a notice in writing, given in
the same manner.
3 ATTORNEY'S FEES. If any action or other proceeding shall be
instituted relating to any term or condition of this Agreement or relating to
any of the rights, duties or obligations arising under it (including without
limitation a proceeding for injunction as provided by Section 2.4), the
prevailing party shall be entitled to recover from the other party, and the
other party agrees to pay to the prevailing party, whether or not the matter
proceeds to final judgment or decree, in addition to costs and disbursements
allowed by law, such sum as the trial and each appellate court may adjudge
reasonable as attorneys' fees in such action or other proceeding, and in any
appeal of it.
4 INTERPRETATION. The waiver by either party of a breach of any
term or provision of this Agreement shall not be construed as a waiver of any
subsequent breach of the same or any other term or provision by either party.
Time is of the essence of this Agreement in all particulars. The term "days"
means calendar days. This Agreement may not be amended or modified except by
written agreement executed by the parties. The captions heading the sections and
subsections of this Agreement are inserted for convenience of reference only,
and are not to be used to define, limit, construe or describe the scope or
intent of any term, provision or section of this Agreement. This Agreement may
be executed in several counterparts, each of which shall be deemed an original
but all of which taken together shall constitute one and the same instrument.
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5 INTEGRATION. This Agreement has been approved by the Company's Board of
Directors pursuant to Nevada Revised Statutes 78.140(3) and Article III, Section
13 of the Company's Bylaws. THIS AGREEMENT CONTAINS THE FINAL AND CONCLUSIVE
AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF
IT, AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, ORAL OR WRITTEN.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE ARE NO PROMISES, REPRESENTATIONS,
AGREEMENTS OR UNDERSTANDINGS, ORAL OR WRITTEN, BETWEEN THE PARTIES RELATING TO
THE SUBJECT MATTER OF THIS AGREEMENT.
EXECUTED as of the date first set forth above.
ATHENA MEDICAL CORPORATION
By
-------------------------------- ----------------------------------
Xxxxx X. Xxxxxxxx Its President
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