Exhibit 10.1
EMPLOYMENT AGREEMENT
In consideration of the promises hereinafter contained, CryoLife, Inc., a
Florida corporation ("we", "our" and "us") and Xxxxxx X. Xxxxxxx ("you") hereby
agrees as of this 9th day of September, 1996 to the following:
1. Employment. We hereby employ you and you hereby accept employment on the
terms and conditions set forth below. Your duties and compensation are set forth
on the Exhibit attached hereto.
2. Extent of Services. During your employment, you agree to devote your
full and exclusive time and attention to your employment duties and not to
engage in any other business activity which conflicts or competes with our
business or which reduces your effectiveness in performing your duties under
this Agreement unless you have first obtained our prior written consent.
3. Benefits and Absences. You are entitled to all benefits offered by us
for which you meet the eligibility requirements. You are subject to the
obligations concerning absences due to disability, sick leave, and other
absences, described in the current benefit summary schedule, and as revised
hereafter.
4. Term and Termination. Your employment shall commence on the date of this
Agreement. Both you and we shall have the right upon giving 30 days written
notice to the other to terminate with or without cause the employment under this
Agreement. However, if one party to this Agreement terminates the employment,
the other party may at his option effect the separation immediately. This
Agreement shall automatically terminate in the event of your death. Such
automatic termination shall discharge both parties hereto from any and all
further liability or responsibility to the other under this Agreement.
5. Right to Change Duties. We reserve the right to change the nature and
scope of your duties. In the event of any transfer to another corporate
facility, we shall defray the reasonable cost of transporting you and your
family with household furnishings to your new location.
6. Secrecy and Noncompetition. Your employment and continued employment
with us is conditioned upon your signing our standard Secrecy and Noncompete
Agreement whose terms and agreements you agree to be bound by. You agree that
under no condition will any breach or infraction of this Agreement be assertable
as a defense to any action or responsibility incurred by you under the Secrecy
and Noncompete Agreement.
7. Your Warranties. You present and warrant that you will not utilize or
disclose any trade secrets or proprietary information of others to us and that
the only secrecy and/or noncompetition agreements you have with others are
identified on the attached exhibit.
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8. Moving Expense. CryoLife, Inc. has paid for certain moving expenses to
facilitate your relocation. We reserve the right to withhold the total amount of
these expenses from any monies due to you if you terminate your employment from
CryoLife, Inc. within 12 months from your first day of work at the Company.
These expenses include all charges associated with moving and storage of your
personal belongings.
9. Miscellaneous. This Agreement may not be changed or terminated orally
and no change, termination or attempted waiver of the provisions hereof shall be
binding unless in writing and signed by the parties against whom the same is
sought to be enforced; provided, however, that the compensation paid to you
hereunder may be increased at any time by us without in any way affecting any
other term or condition of this Agreement which in all other respects shall
remain in force and effect. This Agreement shall be governed by the laws of the
State of Georgia.
IN WITNESS WHEREOF, this Agreement has been duly executed on the day and
year first above written.
CRYOLIFE, INC.
By: ________________________________
Its: ______________________________
EMPLOYEE
____________________________________
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Exhibit to Employment Agreement
Duties: Director, Marketing
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Compensation: $7,750.00/Monthly Plus Company
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Fringe Benefits
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Secrecy and
Noncompetition
Agreements
With Others*: $7,750.00/Monthly Plus Company
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Fringe Benefits
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(*Copies of these must be promptly provided
to CryLife)
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