Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (this Agreement) is made as of the 7th day of
January, 2005 (the "Effective Date") by and between Lightbridge, Inc., a
Delaware corporation (the "Company"), and Xxxxxx X. Xxxxxxx of Northborough,
Massachusetts (the "Executive").
WHEREAS, the Company currently employs the Executive as its interim
President and Chief Executive Officer pursuant to an Employment Agreement
between the Company and the Executive dated August 2, 2004 (the "Prior
Employment Agreement");
WHEREAS, the Company granted Executive a non-statutory option to purchase
300,000 shares of the Company's common stock pursuant to the Prior Employment
Agreement ("Interim Stock Option");
WHEREAS, the Company desires to continue to employ the Executive as its
regular (non-interim) President and Chief Executive Officer and the Executive
desires to accept this position; and
WHEREAS, the Company and the Executive desire to establish certain terms
and conditions governing the Executive's continued employment by the Company;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Company and the Executive agree as follows:
1. Employment. The Company hereby continues the employment of the
Executive, and the Executive accepts continued employment with the Company. The
Executive's titles and duties during his term of employment shall be those of
President and Chief Executive Officer of the Company. As such, the Executive
shall report directly to the Company's Board of Directors and the Company's
senior executive officers shall report only to the Executive or to an individual
the Executive shall designate. The Executive is not under any obligation to any
former employer or any person, firm or corporation which would prevent, limit or
impair in any way the performance by him of his duties as the President and
Chief Executive Officer of the Company. During the Executive's employment, the
Company shall nominate and recommend to its stockholders the election of the
Executive as a member of the Company's Board of Directors.
2. Term of Employment. The Executive agrees to serve under the terms set
forth in this Agreement commencing on the Effective Date. It is understood that
the Executive is not being offered employment for a definite period of time and
that either the Executive or the Company may terminate the Executive's
employment at any time and for any reason with one month's notice. In the event
that the Company terminates the Executive's employment without Cause and the
provisions of Section 3(f) below do not apply, then (i) all shares scheduled to
vest within one year following the date of such termination under the First
Stock Option (as defined in Section 3) shall immediately vest and (ii) subject
to the Executive's execution of a release in the form attached hereto as Exhibit
A (the "Release") and a severance agreement drafted by and satisfactory to
counsel for the Company (the "Severance Agreement"), the Company shall continue
to pay the Executive his Annual Base Salary (as defined in Section 3) for a
period of one year following the date of such termination (the "Continuation
Period"), which Annual Base Salary shall be paid in installments consistent with
the Company's normal pay periods, except as otherwise provided in Section 14
below. As used in this Agreement, "Cause" shall mean (a) the Executive's
commission of acts or omissions constituting a felony, fraud or theft of Company
property; (b) the Executive's commission of acts or omissions constituting a
material breach of this Agreement, any other agreement between the Executive and
the Company or Company policies and procedures; or (c) the Executive's willful
refusal or failure to perform the reasonable and customary duties assigned to
him by the Board, which, in the case of clauses (b) and (c) are not cured by the
Executive within 10 days of receipt by the Executive of notice from the Company
alleging the existence of Cause.
3. Compensation.
(a) During the term of the Executive's employment, the Company shall
pay the Executive a base salary, payable in accordance with the Company's
standard schedule for salary payments to its executives (but no less frequently
than monthly) in arrears, in equal installments at an annual rate equal to
$395,000 (such amount (including any increases or decreases thereto) being
referred to hereinafter as the "Annual Base Salary").
(b) Within 60 days following the Effective Date, the Board of
Directors (or a committee thereof) shall memorialize in writing specific
measurable goals and management business objectives (the "MBOs") and
Company-wide financial goals (which may include profitability, revenue growth,
average common stock price, and the like) to be achieved by the Executive for
the year 2005, based upon the 2005 business plan as approved by the Board of
Directors. For each year thereafter, the Compensation Committee of the Board of
Directors will set the Executive's base salary based on his performance, overall
Company performance, and achievement or progress towards the specific goals of
the Company. The Board of Directors (or a committee thereof) shall annually set
in writing specific measurable financial goals and MBOs to be achieved by the
Executive for the coming year (which goals and MBOs shall be set no later than
December 31st preceding the commencement of such year). Should such goals and
MBOs be met by the Executive, he shall be eligible for a bonus of up to 100% of
his base salary as decided solely by the Compensation Committee of the Board of
Directors, and any earned bonus shall be paid in accordance with the Company's
standard practices.
(c) In addition, on or after January 3, 2005, the Company shall
grant the Executive two non-statutory options (the "Stock Options") under the
Company's 2004 Stock Incentive Plan (the "Plan") to purchase shares of the
Company's common stock, $0.01 par value per share ("Common Stock"), at an
exercise price equal to the closing price of the Common Stock, as reported by
the Nasdaq National Market, on the date of grant with such terms as are
described herein. Except as otherwise specified herein (including but not
limited to the acceleration provisions), the Stock Options shall be subject to
the Company's standard terms and conditions for options granted under the Plan.
Each Stock Option shall have a term of 10 years from the Effective Date and
shall terminate 90 days after the Executive ceases to serve as President and
Chief Executive Officer of the Company under this Agreement (or, in the case of
a termination described in the third sentence of Section 2, 90 days after the
end of the Continuation Period). The Stock Options are separate from and in
addition to the Interim Stock Option granted to the Executive pursuant to the
Prior Employment Agreement.
(d) One Stock Option (the "First Stock Option") shall be for 250,000
shares of Common Stock and shall (except as set forth in Section 3(f)) vest over
four years in accordance with the Company's standard vesting schedule for
current employees, as follows: 10% on the date of grant; an additional 15%
during the first one-year period immediately following the date of grant, at a
rate of 3.75% at the end of every three month period during such year; and the
remaining 75% at a rate of 6.25% at the end of every three month period
thereafter until fully vested.
(e) The other Stock Option (the "Second Stock Option") shall be for
150,000 shares of Common Stock and such shares shall vest only as follows: (i)
in the event that the average closing price of Common Stock (as reported by the
Nasdaq National Market) over any 20 consecutive trading day period beginning on
or after the Effective Date and ending on or before the date the Executive's
employment under this Agreement as President and Chief Executive Officer
terminates (the "Average Closing Price") equals or exceeds $12.50, such Stock
Option shall immediately vest as to 50,000 of such shares; (ii) in the event
that the Average Closing Price during such period equals or exceeds $15.00, such
Stock Option shall immediately vest as to an additional 50,000 of such shares;
and (iii) in the event that the Average Closing Price during such period equals
or exceeds $17.50, the Stock Option shall immediately vest in full. Should
Executive resign or terminate employment with the Company, any unvested shares
of the Second Stock Option shall terminate. In the event of a Change of Control
(as defined in Section 15(b) of the Plan as in effect on the date hereof), the
Average Closing Price on the effective date of such Change of Control shall be
deemed to be equal to the fair market value of the consideration to be received
by the stockholders of the Company in connection with such Change of Control and
the vesting of the Second Stock Option shall accelerate to the extent, if any,
provided above in this paragraph based on such deemed Average Closing Price. If
all or any of the Second Stock Option has not vested within four years of the
date of grant, such unvested portion of the Second Stock Option shall terminate
as of that date.
(f) In the event that, within two (2) years following a Change of
Control, either (i) the Company (or its successor) terminates the Executive's
employment without Cause or (ii) the Executive terminates his employment for
Good Reason (as defined below), then (A) the First Stock Option and any unvested
shares of the Interim Stock Option shall immediately vest in full and shall
remain exercisable for 90 days following such termination, (B) subject to the
Executive's execution of the Release and the Severance Agreement and to the
provisions of Section 14 below, the Company shall pay the Executive in one lump
sum payment an amount equal to 1.5 times his then-current Annual Base Salary
plus 1.5 times the bonus earned by the Executive in respect of the immediately
preceding calendar year (or, if the Company's Compensation Committee has not yet
made a determination regarding the amount of such bonus, 1.5 times 60% of the
Executive's target bonus for such year), and (C) the Executive and his family
members will be eligible to continue his group health insurance coverage in
accordance with the federal COBRA law. Should the Executive or any of his family
members elect COBRA continuation coverage during the Continuation Period (as
defined in Section 2) or during the eighteen-month period immediately following
the Executive's termination pursuant to Section 3(f) hereof, the Company shall
be responsible for paying the difference between the cost of COBRA continuation
coverage and the premium contribution amount applicable to the Executive as of
the date of such termination of employment, subject to any applicable carrier
and Company rate adjustments. After such eighteen-month period ends, if
Executive or any of his family members elect to continue COBRA coverage, he will
be responsible for all of the premium payments. Information about Executive's
rights under COBRA and forms for electing continuation coverage will be provided
to Executive by a separate letter on or about the date of such termination of
employment. Notwithstanding the foregoing, in the event that the amount to be
paid to Executive pursuant to this Agreement ("COC Compensation") would
constitute an excess parachute payment as defined in Section 280G of the
Internal Revenue Code, the Executive shall have the right to reduce the COC
Compensation to an amount that would avoid the application of said Section 280G.
As used herein, "Good Reason" shall mean (x) a significant reduction in the
nature or scope of the Employee's duties, responsibilities, authority and powers
exercised by the Employee immediately prior to the Change in Control Event; (y)
a reduction in the Executive's annual base salary in effect on the date of the
Change of Control, except for across-the-board salary reductions similarly
affecting all management personnel of the Company (or its successor); or (z) the
relocation of the primary office where the Executive is to perform
his duties by more than 35 miles from its location prior to the Change of
Control; provided, however, that the Executive's duties, responsibilities,
authority and powers shall not be deemed to have been significantly reduced
solely because the Company (or its successor) is no longer an independently
operated public entity or because the Executive's title is no longer President
and Chief Executive Officer, provided that the Executive remains the principal
officer in charge of the operation of the Company's business.
(g) All payments of salary and incentive compensation to the
Executive shall be made after deduction of any taxes which are required to be
withheld with respect thereto under applicable federal and state laws.
4. Office and Fringe Benefits. The Executive shall be provided with an
office, secretary and other facilities and services commensurate with his
position as President and Chief Executive Officer of the Company. Descriptions
of the benefit plans currently being offered are available for review by the
Executive.
5. Expenses. The Company shall reimburse the Executive for all reasonable
business expenses incurred by the Executive in connection with his employment by
the Company, including, without limitation, expenses of travel and
entertainment. The Company shall promptly reimburse the Executive for all such
expenses upon presentation of appropriate vouchers, receipts and other
supporting documents as reasonably required by the Company. This role does
require international travel and include working outside normal hours of
business.
6. Duty to Perform Services. The Executive shall devote his full time
during normal business hours to rendering services to the Company hereunder, and
shall exert all reasonable efforts in the rendering of such services. Nothing in
this Agreement shall prohibit the Executive from:
(a) making and managing passive investments;
(b) serving on more than three boards of directors of any company
except direct competitors of the Company, provided that the
Executive provides notice to the Company's Board of Director's
prior to accepting any such position;
(c) participating in professional organizations; and
(d) engaging in religious, charitable or other community or
nonprofit activities, provided none of the foregoing shall
interfere with the Executive's duties hereunder.
The Executive agrees that in the rendering of all services to the Company
and in all aspects of his employment as a senior level executive of the Company,
he will observe the highest level of professional and ethical standards and
comply with all directives, policies, standards and regulations from time to
time established by the Board of Directors of the Company.
7. Vacations; Holidays; Sick Time. The Executive shall be entitled to
vacation time, holiday time and sick leave in accordance with the Company's
policies for senior executive officers, as in effect from time to time.
8. Other Agreements. The Executive has previously entered into the
Company's standard form of employee confidentiality and non-competition
agreement, a copy of which is attached hereto as Exhibit B (the "Employee
Agreement"). The Executive hereby ratifies and confirms his obligations under
the Employee Agreement. Nothing in this Agreement shall supersede or modify the
Executive's obligations under the Employee Agreement. This Agreement shall
supersede the Prior Employment Agreement, which shall be of no further force or
effect except as to any compensation earned by and stock options granted to the
Executive thereunder prior to the date hereof. This Agreement, together with the
Employee Agreement, constitutes the entire agreement of the parties with respect
to the subject matter hereof.
9. Notices. All notices, requests, demands and other communications
required by or permitted under this Agreement shall be in writing and shall be
sufficiently delivered if delivered by hand or sent by registered or certified
mail, postage prepaid, to the parties at their respective addresses listed
below:
(a) if to the Executive:
Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
(b) if to the Company:
Lightbridge, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Chairman of the Board of Directors
Any party may change such party's address by such notice to the other party.
10. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of The Commonwealth of Massachusetts,
without regard to its principles of conflicts of laws.
11. Binding Upon Successors. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
legal representatives, successors and assigns.
12. Miscellaneous. Any dispute or controversy between the Executive and
the Company arising out of or relating to this Agreement shall be settled by
arbitration in Boston, Massachusetts, administered by the American Arbitration
Association, with any such dispute or controversy arising under this Agreement
being so administered in accordance with its Commercial Rules then in effect,
and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator shall have the authority to award
any remedy or relief that a court of competent jurisdiction could order or
grant, including, without limitation, the issuance of an injunction. However,
either party may, without inconsistency with this arbitration provision, apply
to any court having jurisdiction over such dispute or controversy and seek
interim provisional, injunctive or other equitable relief until the arbitration
award is rendered or the controversy is otherwise resolved. In particular,
nothing in this provision is intended to or shall abrogate the right of the
Company to enforce its rights under the Employee Agreement. Notwithstanding any
choice of law provision included in this Agreement, the United States Federal
Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. The Executive is not required to seek other employment or
to attempt in any way to reduce the compensation payable to the Executive by the
Company pursuant to Section 2 or Section 3(f). The amount of any payment or
benefit provided for in this Agreement shall not be reduced by any compensation
earned by the Executive as the result of employment by another employer or by
retirement benefits, but the Company shall not be obligated to provide any
benefit that Executive is entitled to receive from another employer. The
Executive will be covered by the Company's directors' and officers' insurance
policy with respect to his acts as an officer and director to the same extent as
all other Company officers and directors under such policies.
13. Waivers and Amendments.
(a) This Agreement may be amended, modified or supplemented, and any
obligation hereunder may be waived, only by a written instrument executed by the
parties hereto. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate as a waiver of any subsequent breach.
(b) No failure on the part of any party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right or remedy. All rights and remedies hereunder are cumulative and are in
addition to all other rights and remedies provided by law, agreement or
otherwise.
14. IRC Section 409A. Notwithstanding anything herein to the contrary, to
the extent that the Company in good faith determines that amounts that are or
may become payable to the Executive upon termination of employment hereunder are
required to be suspended or delayed for a period of six months in order to
satisfy the requirements of Internal Revenue Code Section 409A, then the Company
shall so advise the Executive, and any such payments shall be suspended and
accrued for six months, whereupon said payments shall be paid to the Executive
in a lump sum and regular monthly payments initiated or resumed.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the Effective Date.
LIGHTBRIDGE, INC.
By: /s Xxxxx X. Xxxxx
------------------------
Its Chairman of the Board
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Exhibit A
RELEASE
In exchange for the consideration from Lightbridge, Inc. ("Lightbridge")
described in Section 2 or Section 3(f) the Employment Agreement between you and
Lightbridge dated January 7, 2005 (the "Employment Agreement"), the sufficiency
of which is hereby acknowledged, you, on your own behalf and on behalf of your
heirs, personal representatives, and assigns, hereby voluntarily and irrevocably
release, acquit and forever discharge Lightbridge, and all of Lightbridge's
affiliated and related entities and their respective past, present and future
officers, directors, agents, representatives, attorneys, servants, employees,
predecessors, successors, and assigns (hereinafter the "Releasees"), from any
and all claims, demands, liabilities, debts, judgments, damages, expenses
(including attorneys' fees and costs), actions, causes of action or suits of any
kind whatsoever which you, your heirs, personal representatives and assigns, and
each of them, may have had or may now have, whether known or unknown, including,
but not limited to, common law claims, statutory claims, claims for wages,
commissions, bonuses or earnings or benefits, claims for overtime, claims or
causes of action under the Civil Rights Act, the Employee Retirement Income
Security Act, the Fair Labor Standards Act, the Worker Adjustment and Retraining
Notification Act (29 U.S.C. Section 2101 et seq.), the Americans with
Disabilities Act, the Older Workers Benefit Protection Act, the Family and
Medical Leave Act, the Age Discrimination in Employment Act, the Equal Pay Act,
the Massachusetts Fair Employment Practices Act, M.G.L. c.151B, Section l et
seq., tort law, contract law, law of wrongful discharge, discrimination,
harassment, fraud, misrepresentation, defamation, libel, emotional distress,
breach of the implied covenant of good faith and fair dealing, any other
federal, state or municipal statute or ordinance, and claims or causes of action
under any other theory, which arise out of or are related in any way, directly
or indirectly, to your employment by Lightbridge or the termination of such
employment. You acknowledge that through the Employment Agreement you are
receiving consideration from Lightbridge beyond that to which you would
otherwise be entitled.
You further agree that you will not bring any lawsuits, file any charges
or complaints, or make any other demands against Lightbridge, or further pursue
any lawsuits, cases or complaints already brought, based on your employment by
Lightbridge. You further represent that you have no current or pending actions,
charges, lawsuits, or complaints against Lightbridge. You acknowledge and
understand that the consideration provided for in the Employment Agreement
constitutes a full, fair and complete payment for the release and waiver of all
of your possible claims. You acknowledge and understand that Lightbridge does
not owe you anything for your employment in addition to the consideration set
forth in the Employment Agreement.
THIS MEANS YOU MAY NOT XXX LIGHTBRIDGE FOR ANY CURRENT OR PRIOR CLAIMS
ARISING OUT OF YOUR EMPLOYMENT WITH OR TERMINATION FROM LIGHTBRIDGE.
In signing this Release and Waiver, you acknowledge that you understand
its provisions, that your agreement is knowing and voluntary, that you have been
afforded a full and reasonable opportunity of at least 21 days to consider its
terms and to consult with or seek advice from an attorney or any other person of
your choosing, and that you have been advised by the Company to consult with an
attorney prior to executing this Release and Waiver.
For a period of seven (7) days following your execution of this Release
and Waiver, you may revoke your agreement, and this Release and Waiver shall not
become effective or enforceable until this seven (7) day revocation period has
expired. No payments or benefits under Section 2 or Section 3(f) of the
Employment Agreement will be made or provided until after this seven-day period
has expired without your revoking your agreement. You understand and acknowledge
that the terms of your employment and the Company's usual severance policies or
practices would have provided you less severance pay and benefits than those
provided to you under the Employment Agreement.
AGREED: __________________ ____________
Employee's Signature Date signed
Exhibit B
[Attach existing Employee non-disclosure and non-competition agreement.]
LIGHTBRIDGE, INC.
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
INDEX
PAGE
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1. CONFIDENTIAL MATERIALS AND INFORMATION 1
A. SOFTWARE 2
B. OTHER PRODUCTS AND SERVICES 2
C. BUSINESS PROCEDURES 2
D. MARKETING PLANS AND CUSTOMER LISTS 2
E. CUSTOMER INFORMATION 3
F. OTHER INFORMATION NOT GENERALLY KNOWN 3
2. EMPLOYEE OBLIGATIONS 3
A. XXX-XXXXXXXXXX 0
B. PREVENT DISCLOSURE 3
C. REMOVAL OF MATERIALS 3
D. RETURN ALL MATERIALS 3
E. DISCLOSURE OF "MOONLIGHTING" 3
F. CONFLICTING OBLIGATIONS AND RIGHTS. 4
3. NON-COMPETITION 4
A. COVENANTS NOT TO COMPETE 4
B. COVENANTS NOT TO SOLICIT 4
4. IDEAS AND INVENTIONS 4
5. WRITTEN RECORDS 5
6. PUBLICATIONS 5
7. ENFORCEMENT 5
A. POTENTIAL DISMISSAL 5
B. INJUNCTIVE RELIEF 5
C. WARRANTY OF NON-DISCLOSURE OF THIRD-PARTY
CONFIDENTIAL INFORMATION 5
8. TERMINATION 5
9. ENTIRE AGREEMENT 5
10. CONTROLLING LAW 5
11. SEVERABILITY 6
LIGHTBRIDGE, INC.
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
THIS AGREEMENT is entered into between Lightbridge, Inc., (the "Company")
and myself, the undersigned employee of the Company. The Company now has and
expects to develop confidential and proprietary materials and information of
independent economic value which I recognize must be carefully protected for the
Company to be successful. In consideration of my employment by the Company and
as a condition of said employment, the Company and I, intending to be legally
bound, agree as follows:
1. CONFIDENTIAL MATERIALS AND INFORMATION.
The following materials and information, whether having existed, now
existing, or to be developed or created during the term of my employment by the
Company (herein referred to collectively as "Confidential Information") are
covered by the Agreement:
A. SOFTWARE. All information relating to existing software products and
software in various stages of research and development which are not generally
known to the public or within the computer industry or trade in which the
Company competes (such as know-how, design specifications, algorithms,
procedures, techniques, and information processing processes) and the physical
embodiments of such information (such as design notes, source code, object code,
load modules, flow charts, logic, diagrams, procedural diagrams, documentation,
printouts, manuals, and any other proposals, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).
B. OTHER PRODUCTS AND SERVICES. All information relating to design,
consulting and other proprietary products or services, whether existing or in
various stages of research and development, which are not generally known to the
public or within the computer industry or trade in which the Company competes
(such as know-how, specifications, data, designs, processes, techniques,
methodologies and strategies) and the physical embodiments of such information
(such as drawings, manuals, course materials, training aids, proposals,
printouts, contracts, documentation, and any other written or machine-readable
expressions of such information as are fixed in any tangible media).
C. BUSINESS PROCEDURES. All information concerning or relating to the way
the Company conducts its business and which is not generally known to the public
(such as internal business procedures, licensing techniques and practices,
supplier names and other vendor information, financial information, distributor
information and employee data) and the physical embodiments of such information.
D. MARKETING PLANS AND CUSTOMER LISTS. All information pertaining to the
Company's marketing plans and strategies, forecasts and projections, marketing
and pricing practices, procedures and policies, financial data, credit terms,
goals and objectives, quoting practices, procedures and policies, and customer
data including the customer lists, contracts, representatives, requirements and
needs, specifications, data provided by or about prospective existing or past
customers and licensing and other contract terms applicable to such customers,
and the physical embodiments of such information (such as licenses and other
agreements, customer lists, printouts, databases, marketing plans, marketing
reports, strategic business plans, marketing analyses and management reports,
seminar and class attendee rosters, trade show or exhibit attendee listings,
listings of potential customers and leads, and any other written or
machine-readable expressions of such information as are fixed in any tangible
media).
E. CUSTOMER INFORMATION. Any information in whatever form provided to the
Company by a customer in confidence or which is not generally known to the
public.
F. OTHER INFORMATION NOT GENERALLY KNOWN. Any information in addition to
the foregoing which is not generally known to the public or within the computer
industry or trade in which the Company competes which gives or may give the
Company an advantage over its competitors, and the physical embodiments of such
information in any tangible form, whether written or machine-readable in nature.
2. EMPLOYEE OBLIGATIONS.
During my employment with the Company, I acknowledge and agree that I have
had, and will continue to have, access to Confidential Information and materials
and will occupy a position of trust and confidence with respect to the Company's
affairs and business. I have and will continue to take the following steps to
preserve the confidential and proprietary nature of the Confidential
Information and materials:
A. NON-DISCLOSURE. During or after my employment with the Company, I will
not use, disclose or transfer any of the Confidential Information or materials
other than as authorized by the Company within the scope of my duties with the
Company, and will not use in any way other than in the Company's business any
Confidential Information, including information or material received by the
Company from others and intended by the Company to be kept in confidence by its
recipients. I understand that I am not allowed to sell, license or otherwise
exploit any products (including software in any form) which embody in whole or
in part any Confidential Information or materials.
B. PREVENT DISCLOSURE. I will take all reasonable precautions to prevent
the inadvertent or accidental exposure of Confidential Information.
C. REMOVAL OF MATERIALS. I will not remove any Confidential Information
from the Company's premises or make copies of such materials except for use
within the scope of my duties with the Company in the Company's business.
D. RETURN ALL MATERIALS. I will return to the Company all Confidential
Information and copies thereof at any time upon the request of the Company, and
in any event and without such a request prior to the termination of my
employment with the Company. I agree not to retain any copies of any
Confidential Information after my termination of employment for any reason.
E. DISCLOSURE OF "MOONLIGHTING". During my employment with the Company, I
agree to disclose to the Company any other job, consulting work, directorship,
or employment with another person or entity.
F. CONFLICTING OBLIGATIONS AND RIGHTS. I agree to inform the Company of
any apparent conflicts between my work for the Company and (i) any obligations I
may have to preserve the confidentiality of another's proprietary information or
materials or (ii) any rights I claim to any inventions or ideas before
performing that work (or causing it to be performed). Otherwise, the Company may
conclude that no such conflict exists and I agree thereafter to make no such
claim against the Company. The Company shall receive such disclosure in
confidence and consistent with the objective of avoiding any conflict of
obligations and rights or the appearance of any conflict of interest.
3. NON-COMPETITION.
A. COVENANTS NOT TO COMPETE. I acknowledge and agree that I will not,
during the term of my employment with the Company and for a period of one (1)
year immediately thereafter, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, or in any other
individual or representative capacity ("directly or indirectly"), either (i)
engage or participate in any business that is in competition in any manner
whatsoever with the business of the Company or (ii) have any professional
contract or relationship with any accounts of the Company for myself, directly
or indirectly, or with or in conjunction with any other person, persons, firm,
company, partnership or corporation engaged in any business that is in
competition in any manner with the business of the Company or from time to time
handled by the Company during the term of my employment with the Company.
B. COVENANTS NOT TO SOLICIT. While employed by the Company and for a
period of one year following the termination of such employment, I shall not,
directly or indirectly, request, cause, solicit or induce any other employee of,
or any consultant to, the Company to perform work or services for any person or
entity other than the Company.
4. IDEAS AND INVENTIONS.
I agree that all Confidential Information and all other discoveries,
inventions, ideas, concepts, trademarks, service marks, logos, processes,
computer programs or software, subroutines, source codes, object codes,
algorithms, machines, apparatuses, items of manufacture or composition of
matter, or any new uses therefor or improvements thereon, or any new designs or
modifications or configurations of any kind, or work or authorship of any kind,
including without limitation, compilations and derivative works, whether or not
patentable or copyrightable, conceived, developed, reduced to practice or
otherwise made by me, either alone or with others, and in any way related to the
present or proposed products, programs, services or business of the Company or
the tasks assigned to me during the course of my employment by the Company,
during the period of my employment by the Company, whether or not conceived,
developed, reduced to practice or made during my regular working hours or on the
Company's premises (collectively "Inventions"), and any and all services and
products which embody, emulate or employ any such Invention or Confidential
Information shall be the sole property of the Company and all copyrights,
patents, patent rights, trademarks and
reproduction rights to, and other proprietary rights in, each such Invention or
Confidential Information, whether or not patentable or copyrightable, shall
belong exclusively to the Company. I agree that all such Inventions shall
constitute works made for hire under the copyright laws of the United States and
hereby assign and, to the extent any such assignment cannot be made at the
present time, agree to assign, the Company any and all copyrights, patents and
other proprietary rights I may have in any such Invention, together with the
right to file and/or own wholly without restrictions applications for United
States and foreign patents, trademark registration and copyright registration
and any patent, or trademark or copyright registration issuing thereon.
5. WRITTEN RECORDS.
I shall make and maintain adequate and current written records of all
Inventions and Confidential Information which by virtue of Section 4 are the
sole property of the Company and shall disclose same promptly, fully and in
writing to the Company's President or other duly authorized officer. During and
after the term of my employment by the Company, I shall execute, acknowledge,
seal and deliver all documents, including, without limitation, all instruments
of assignment, patent and copyright applications and supporting documentation,
and perform all acts, which the Company may request to secure its rights
hereunder and to carry out the intent of this Agreement. In furtherance of my
undertaking in the immediately preceding sentence, I specifically agree to
assist the Company, at the Company's expense, in every proper way to obtain for
its sole benefit, in any and all countries, patent, copyrights or other legal
protection for all Inventions and Confidential Information which by virtue of
Section 4 hereof are the sole property of the Company and for publications
pertaining to any of them. In no circumstances shall I be entitled to any of
them. In no circumstances shall I be entitled to any further compensation for
any action taken under this Section 5.
6. PUBLICATIONS.
I agree not to submit any writing for publication or deliver any speech
that contains any information relating to the business of the Company, unless I
receive advance written clearance from the President of the Company.
7. ENFORCEMENT.
A. POTENTIAL DISMISSAL. I acknowledge that I am subject to immediate
dismissal by the Company for any breach of this Agreement and that such a
dismissal will not relieve me from my continuing obligations under this
Agreement or from the imposition by a court of any judicial remedies, such as
money damages or an injunction for such a breach.
B. INJUNCTIVE RELIEF. I understand that monetary damages will not be
sufficient to avoid or compensate for the unauthorized use or disclosure of any
of the Confidential Information or materials and that injunctive relief would be
appropriate to prevent any actual or threatened use or disclosure of such
information or materials.
C. WARRANTY OR NONDISCLOSURE OF THIRD-PARTY CONFIDENTIAL INFORMATION.
I agree to indemnify, and hold harmless, the Company from any claim or recovery
by any third party referring or relating to the alleged disclosure or use of any
Confidential Information belonging to a third party.
8. TERMINATION.
Notwithstanding anything contained herein to the contrary, in
consideration of my employment with the Company, I agree to conform to the rules
and regulations of the Company and I further understand and agree that my
employment and compensation can be terminated, with or without cause, at any
time, at the option of the Company or myself. In the event that I leave the
employ of the Company by my own request, at the request of the Company or
otherwise, the foregoing covenants shall remain in full force and effect as
independent covenants, regardless of any other covenants, terms or conditions in
this Agreement or any other Agreement.
9. ENTIRE AGREEMENT.
This is my entire agreement with the Company with respect to its subject
matter, and memorializes the entirety of any prior oral or written, express or
implied negotiations, understandings and agreements. This Agreement may not be
changed in any respect except by a written agreement signed by both myself and
the President of the Company.
10. CONTROLLING LAW.
This Agreement shall be governed and construed in accordance with the laws
of the Commonwealth of Massachusetts.
11. SEVERABILITY.
The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the other provisions hereof. In the event of the invalidity or
unenforceability of any provision of this Agreement, the parties agrees to
substitute for such invalid or unenforceable provision a valid and enforceable
provision most nearly approximating in intent and effect the invalid or
unenforceable one.
I understand that the Company may waive some of the requirements expressed
in this Agreement, but that such a waiver to be effective must be made in
writing by the Company President and should not in any way be deemed a waiver of
the Company's right to enforce any other requirements or provisions of this
Agreement.
WHEREFORE, by my signature below, I acknowledge that I have read this
Agreement carefully and understanding that this document is a legally binding
Agreement, and that the understandings and agreements expressed in this document
are binding upon me.
IN WITNESS WHEREOF, THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT THIS 2ND
DAY OF AUGUST, 2004.
LIGHTBRIDGE, INC.
BY: /s/ Xxxxxx XxXxxxxx
--------------------------------
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
(SIGN HERE)
NAME: Xxxxxx X. Xxxxxxx
--------------------------------
(PLEASE PRINT)
ADDRESS: 000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
