Exhibit 10.8
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BSD MEDICAL CORPORATION
EMPLOYEE AGREEMENT
/s/ Xxxxxx Xxxx F.
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Employee's Last Name First Name Initial
(Please type or print)
In this AGREEMENT:
1. COMPANY means BSD Medical Corporation, and any existing or future
subsidiaries, owned or controlled, directly or indirectly by said Company.
2. CONFIDENTIAL INFORMATION means information, not generally known, and
proprietary to the Company, about the Company's processes and products,
including information relating to research, development, manufacture,
purchasing, accounting, engineering, marketing, merchandising and selling. All
information disclosed to me, or to which I obtain access, during the period of
my employment, which the Company could reasonably be expected to desire to be
held in confidence, or which is treated by the Company as being Confidential
Information, shall be presumed to be Confidential Information.
3. INVENTIONS means discoveries, improvements and ideas (whether or not
shown or described in writing or reduced to practice), including, but not
limited to, formulas, patterns, computer programs, devices, processes, methods,
procedures, and literary property rights, whether patentable or copyrightable or
not, (1) relating to any of the Company's present or future manufacturing,
sales, research, development or other activities, or investigations, it being
understood by me that many of such activities or investigations relate to things
which are entirely foreign to any products or processes currently being made or
used by the Company, or (2) relating to ideas, work or investigations conceived
or carried on by me in connection with or because of my employment by the
Company, or based upon Confidential Information gained as a result of my
employment by the Company.
4. CONFLICTING PRODUCT means any product or process of any person or
organization, other than the Company, in existence or under development, which
is the same as or similar to or competes with a product or process upon which I
work (in either a sales or a non-sales capacity) during the last three years of
my employment by the Company, or about which I acquire Confidential Information.
5. CONFLICTING ORGANIZATION means any person, partnership, corporation,
or other organization which is engaged in or proposes or intends to become
engaged in, research on or development, production, marketing, leasing or
selling of a Conflicting Product.
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I AM EMPLOYED OR DESIRE TO BE EMPLOYED BY THE COMPANY IN A CAPACITY IN WHICH I
MAY RECEIVE OR CONTRIBUTE TO CONFIDENTIAL INFORMATION. IN CONSIDERATION OF SUCH
EMPLOYMENT OR CONTINUED EMPLOYMENT, AND IN CONSIDERATION OF BEING GIVEN ACCESS
TO CONFIDENTIAL INFORMATION, I AGREE:
A. With respect to Inventions made or conceived by me, either solely
or jointly with others, (1) during my employment, whether or not
during normal working hours or whether or not at the Company's
premises; or (2) within one year after termination of my
employment if such Inventions relate to a product or process upon
which I worked during the last three years of employment by the
Company, or which are based on Confidential Information;
a. To promptly and fully disclose and describe such inventions
in writing to the Company.
b. To assign (and I do hereby assign) to the Company all of my
rights to such Inventions, and to applications for letters
patent and/or copyright in all countries and to letters
patent and/or copyrights granted upon such Inventions in
all countries.
c. To acknowledge and deliver promptly to the Company (without
charge to the Company but at the expense of the Company)
such written instruments and to do such other acts as may
be necessary and in the opinion of the Company to obtain
and maintain letters patent and/or copyrights and to vest
the entire right and title thereto in the Company.
B. EXCEPT as required in my duties to the Company, I will never,
either during my employment by the Company or thereafter, use or
disclose any Confidential Information as defined in paragraph "2"
hereinabove.
C. UPON termination of my employment with the Company, all records of
Confidential Information, including copies thereof in my
possession, whether prepared by me or others, will be left with
the Company.
D. EXCEPT as listed at the end of this Agreement, I will not assert
any rights under my Inventions as having been made or acquired by
me prior to my being employed by the Company.
E. FOR a period of one year after termination of my employment with
the Company:
a. If I have been or am employed by the Company in a sales
capacity, I will not render services in the United States,
directly or indirectly, to any Conflicting Organization in
connection with the development, manufacture, marketing,
sale, merchandising or promotion of any Conflicting Product
to any person or organization upon whom I called, whose
account I supervised on behalf of the Company or who was in
any geographic region in which I sold a product or had
sales responsibility for the Company, at any time during
the last three years of my employment by the Company.
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b. If I have been or am employed by the Company in a non-sales
capacity, I will not render services, directly or
indirectly, in the United States or in any country in which
the Company has a plant for manufacturing a product or has
sold a product upon which I worked during my employment by
the Company, to any Conflicting Organization, except that I
may accept employment with a large Conflicting Organization
whose business is diversified (and which has separate and
distinct divisions), and which, as to part of its business,
is not a Conflicting Organization, provided the Company,
prior to my accepting such employment, shall receive
separate written assurances satisfactory to the Company
from such Conflicting Organization and from me, that I will
not render services directly or indirectly in connection
with any Conflicting Product.
F. ALL by obligations under this Agreement shall be binding upon my
heirs, assigns, and legal representatives.
G. ANY PROVISION of this Agreement which is contrary to the
requirements of any statute of the State in which I am employed by
the Company shall not be rendered void, but shall be applied to
the extent that any judicial determination finds such provision to
be a reasonable or otherwise enforceable restriction under the
circumstances involved and under the considerations set forth in
this Agreement.
H. THIS AGREEMENT replaces any existing Agreement entered into by me
and the Compnay relating generally to the same subject matter; but
such replacement shall not affect rights and obligations of either
party arising out of any such prior Agreement which shall then
continue to be in effect for that purpose.
(Do not disclose or describe here anything you regard as being confidential.
What is wanted in this space, pursuant to paragraph "D" above, is a brief
description of the product or process, etc., plus a list of source documents,
such as patents, patent applications, drawings, or written descriptions,
identified by number, title and date.) Previous patents and inventions in
microwave communications, receiver, and antenna design preceded BSD employment
(i.e. U.S. Patent No. 4,107,624). Certain industrial heating processes such as
making commercial diamonds are not within the scope of BSD medical.
Signed at /s/ BSD Medical, Salt Lake City this 2 day of November 1988.
/s/ Xxxx X. Xxxxxx
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Employee's Signature
000 Xxxxx Xxx
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Home Xxxxxxx
Xxxxx Xxxx Xxxx, XX 00000
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Xxxx Xxxxx XXX
0
Xxxxx Xxxx Xxxx, XX 00000
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Employee's Social Security Number
ACCEPTED FOR THE COMPANY THIS 2nd DAY OF November, 1988. THIS AGREEMENT BECOMES
BINDING UPON ACCEPTANCE BY THE COMPANY.
/s/ Xxxxxx X.
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Signature
/s/ President
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Title
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XXXX X. XXXXXX AND BSD MEDICAL CORP. CONTRACT ADDENDUM
1. All references to "literary property rights" or "copy writeable"
product are omitted from the agreement.
2. Nothing in this Agreement limits or constrains Xxxx X. Xxxxxx from
publishing and fully preserving all literary and copyrights and
privileges.
3. Paragraph "B" on Page 2 is modified to read: "During the one year post
termination period, and as required by the terms of this agreement, I
will never disclose any confidential material as described in Paragraph
2 herein above, except as authorized by the company.
4. Paragraph "C" on Page 2 should be amended to read: "Upon termination of
my employment with the company, all records of confidential information
will be left with the company and such information shall be provided to
employee (Xxxx X. Xxxxxx) to allow the completion of any project which
the employee must complete in accordance with the terms of this
agreement, and the employee shall have access to any material as may be
needed to utilize literary property rights for a period of three years
from the termination date.
5. Upon the non voluntary termination of employee, in addition to the
other terms, conditions and rights as preserved by this contract,
employer (BSD Medical) shall provided for employee severance pay for a
one year period commencing from the last day of full time employment.
Severance pay shall be defined as a full and complete extension of all
employee rights, privileges and benefits including health and medical
and a salary to be determined by the higher of:
a. $79,000.00; or
b. an average of the employees' gross salary for the immediate past
twelve months prior to termination. Severance salary is to be paid
in bi-monthly payments commencing with termination. If payments
are over-due by thirty days, the non-competition agreement is void
and discontinued.
The severance payments for the last two months of the severance period
must be paid in advance upon termination notification and are not
refundable to the company. The severance will not include additional
vacation or sick leave accrual following termination.
Employee shall not be entitled to severance benefits during the first
year after termination of employment if he shall freely and voluntarily
remove himself from the employ of the employer, but shall be entitled
to full severance benefits should his termination result from any
intentional duress or encouragement emanating from the employer or its
agents.
6. During the twelve months following termination of employment, the
company shall pay out of pocket expenses, if professional consulting is
requested.
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7. The mutually agreed salary schedule shall be:
Yearly Rate Effective Date
79,000 October 1, 1988
87,000 October 1, 1989
95,000 October 1, 1990
105,000 October 1, 1991
115,000 October 1, 1992
After October 1, 1993, further salary increase shall be based upon
reasonable mutual agreements to preserve this employee agreement.
8. New patent disclosures following the date of this agreement shall be
rewarded by 1000 option shares of stock or $1,000.00 for each issued
patent. These shall be non-qualified incentive options priced at the
fair market value on the date of the new issued patents. The amount of
this reward shall be half that stated above in the case of multiple
inventors.
9. At the option of the employer, the non-competition agreement may be
extended to an additional four years by written notification to the
employee at least three months prior to the end of the first severance
year.
Extension of this non-competition agreement requires that compensating
payments by given to the employee at the same amount and payment
schedule as defined for severance payments in item 5 of this addendum.
Activation of this option will result in compensation payments
continuing or beginning regardless of voluntary or non-voluntary
termination. If these compensating payments are overdue more than 30
days this non-competition agreement becomes void. Once these
compensating payments are so discontinued, the non-competition
extension is void.
10. Upon termination of employment, a payment will be promptly made for any
accrued vacation.
11. As part of this agreement an award of 50,000 non-qualified option
shares of BSD Medical Corporation stock shall be given to Xxxx X.
Xxxxxx with the effective date of 30 September, 1988 at a price of
2.375 US dollars per share. These option shares shall have a vesting
period of five year, with one fifth of these shares being vested at the
end of each year of this five year vesting period.
DATED this 2 day of November, 1988.
/s/ Xxxx X. Xxxxxx
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XXXX X. XXXXXX
For and Representing
BSD MEDICAL CORPORATION
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX XXXXXXX
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