EXHIBIT 10.12
EMPLOYMENT AGREEMENT
This Employment Agreement ("this Agreement") is made effective as of
January 6, 1999, by and between MOBILE PET SYSTEMS, INC., a Nevada
Corporation, ("the Employer"), of 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx,
Xxxxxxxxxx 00000, and Xxx Xxxxxxx, ("the Employee"), of 00000 Xxxxxxx Xxxx,
Xxxx Xxxxx, Xxxxxxxxxx 00000.
A. Employer is engaged in the business of providing Mobile Positron
Emission Tomography Systems, Inc.
B. Employer desires to have the services of Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employee shall provide to Employer the following services:
Any and all services connected with the duties of the Chief Executive
Officer and the President of Mobile PET Systems, Inc.;
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and
talents, all of the duties that may be required by the express and
implicit terms of this agreement, to the reasonable satisfaction of
Employer. Such duties shall be provided at San Diego, California and at
such other place(s) as the needs, business, or opportunities of the
Employer may require from time to time;
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual
salary of $85,000.00 payable in semi-monthly installments payable on the
first day and fifteenth of each month; commissions of 1/2 percent of
sales from $0.00 to $6 million and 1% of sales above $6.1 million (A draw
against commissions of $3,000 for the first six months of this
agreement); 100,000 of restricted common stock - Signing Bonus; Stock
Options of 100,000 common shares per year at the following prices -- 1st
year $1.10, 2nd year $1.50 and 3rd year at $1.90; and company 401k
retirement plan as directed under the established company plan. Upon
termination of this Agreement, payments under this paragraph shall
cease; provided, however, that the Employee shall be entitled to payments
for periods or partial periods that occurred prior to the date of
termination and for which the Employee has not yet been paid;
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in
accordance with Employer policies in effect from time to time;
5. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. If the Employer
discontinues operating its business at 0000 Xxxxxxx Xxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxxxxxx 00000, or at any other address then this Agreement
shall terminate upon notice of termination as provided in this
Agreement;
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- machinery
- products
- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are
valuable, special and unique assets of Employer. Employee agrees that
the Employee will not at any time or in any manner, either directly or
indirectly, divulge, disclose, or communicate in any manner any
Information to any third party without the prior written consent of the
Employer. Employee will protect the Information and treat it as
strictly confidential. A violation by Employee of this paragraph shall
be a material violation of this Agreement and will justify legal and/or
equitable relief;
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) information in violation of
this Agreement, Employer shall be entitled to an injunction to restrain
Employee from disclosing, in whole or in part, such Information, or from
providing any services to any party to whom such Information has been
disclosed or may be disclosed. Employer shall not be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages;
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
1 year period after the termination of Employee's employment. During such
1 year period, neither party shall make or permit the making of any
public announcement or statement of any kind that Employee was formerly
employed by or connected with Employer;
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information
are special and unique assets of the company, Employee agrees and
covenants that for a period of 1 year following the termination of this
Agreement, whether such termination is voluntary or involuntary,
Employee will not directly or indirectly engage in any business
competitive with Employer. This covenant shall apply to the geographical
area that includes in the United States Directly or indirectly engaging
in any competitive business includes, but is not limited to:
(i) engaging in a business as owner, partner, or agent becoming
an employee of any third party that is engaged in such
business, becoming interested directly or indirectly in any
such business, or (iv) soliciting any customer of Employer for
the benefit of a third party that is engaged in such business;
10. OTHER BENEFITS. Employee shall be entitled to insurance benefits,
including:
- health insurance
- disability insurance
- life insurance
as such benefits are provided in accordance with Employer policies in
effect from time to time;
11. TERM/TERMINATION. Employee's employment under this Agreement shall be
for an unspecified term;
12. TERMINATION FOR DISABILITY. Employer shall have the option to terminate
this Agreement, if Employee becomes permanently disabled and is no longer
able to perform the essential functions of the position with reasonable
accommodation. Employer shall exercise this option by giving 60 days
written notice to Employee;
13. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to submit to all of
the rules and regulations of Employer;
14. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee
shall deliver all property (including keys, records, notes, data,
memorandum, models, and equipment) that is in the Employee's possession or
under the Employee's control which is Employer's property or related to
Employer's business;
15. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Mobile PET Systems, Inc., a Nevada Corporation
0000 Xxxxxxx Xxxxxx Xxxxx,
Xxx Xxxxx, Xxxxxxxxxx 00000
Employee:
Xxx Xxxxxxx
00000 Xxxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above;
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties;
17. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties;
18. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited;
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement; and
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California;
Employer:
Mobile PET Systems, Inc., a Nevada Corporation
By: /s/ Xxxx Xxxxx
-----------------------------------------------------
Mobile PET System, Inc., a Nevada Corporation
Employee:
By: /s/ Xxx Xxxxxxx
-----------------------------------------------------
Xxx Xxxxxxx
AMENDMENT
TO
EMPLOYMENT AGREEMENT BETWEEN
MOBILE P.E.T. SYSTEMS, INC.
AND
XXX XXXXXXX
WHEREAS, MOBILE P.E.T. SYSTEMS, INC. ("Mobile PET") and XXX XXXXXXX
("Employee") (hereinafter referred to as the "Parties") have entered into an
Employment Agreement; and,
WHEREAS, the Parties agree to amend said Agreement.
THEREFORE, said Agreement shall be amended, in part, by the Amendment dated
January 16, 1999, as follows.
Xx. Xxxxxxx will be the Vice President of Mobile Operations.
Xx. Xxxxxxx is to receive a salary of $85,000 per year. No commissions
will be paid in addition to the salary.
Executed this 16th day of January, 1999.
MOBILE P.E.T. SYSTEMS, INC.
a Delaware Corporation
/s/ Xxxx X. Xxxxx
----------------------------
By: Xxxx X. Xxxxx
XXX XXXXXXX
VICE PRESIDENT - MOBILE OPERATIONS
/s/ Xxx Xxxxxxx
----------------------------
By: Xxx Xxxxxxx
