EMPLOYMENT AGREEMENT
Exhibit 10.2
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 25,
2007, by and between O.I. Corporation, an Oklahoma corporation (the “Company”), and Xxxxxx X.
Xxxxxx, an individual (“Executive”).
RECITALS
WHEREAS, the Company has named Executive as its President and Chief Operating Officer (“COO”)
and as a member of the Board (defined below), and the Company and Executive desire to specify the
terms and conditions with respect to Executive’s employment as President and COO; and
WHEREAS, the Company and Executive have determined that it is in their respective best
interest to enter into this Agreement on the terms and conditions as set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the respective covenants and promises
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS . In addition to the capitalized terms defined elsewhere herein,
the following definitions shall be in effect under this Agreement:
1.1 “Board” means the Company’s Board of Directors or the Compensation Committee thereof
(or any other committee subsequently granted authority by the Board), subject to Section
5.6.
1.2 “Cause” means (i) Executive’s failure to substantially perform his duties and
responsibilities as described herein or as otherwise designated by the Board within 30 days after
written demand for substantially improved performance is delivered to Executive identifying the
manner in which the Company believes Executive has not substantially performed such duties and
responsibilities, (ii) Executive’s willful misconduct amounting to fraud or dishonesty which is
materially injurious to the Company or its subsidiaries, monetarily or otherwise, (iii) a violation
by Executive of his responsibility to maintain non-public information confidential, including
Executive’s breach of that certain Employee Patent and Proprietary Information Agreement dated June
16, 2006, between the Company and Executive, attached hereto as Exhibit A (the “EPPI”),
which is materially injurious to the Company or (iv) any violation of the Company’s Code of Ethics,
as the same may be amended from time to time, which is materially injurious to the Company.
1.3 “Change in Control” shall be deemed to have occurred if:
1.3.1 any “person,” as such term is used in Section 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any company owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company) together with its
“Affiliates” and “Associates”, as such terms are defined in Rule 12b-2 of the Exchange Act, is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 40% or more of the combined voting power of
the Company’s then outstanding securities;
1.3.2 individuals who were the Board of Directors’ nominees for election as directors of the
Company (other than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in subsections 1.3.1, 1.3.3 or 1.3.4 of this definition)
immediately prior to a meeting of the shareholders of the Company involving a contest for the
election of directors shall not constitute a majority of the Board of Directors following the
election;
1.3.3 the shareholders of the Company approve a merger or consolidation of the Company with
any other company other than (a) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) more
than 80% of the combined voting power of the voting securities of the Company (or such surviving
entity) outstanding immediately after such merger or consolidation or (b) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction) in which no
“person” (as hereinabove defined) acquires more than 40% of the combined voting power of the
Company’s then outstanding securities; or
1.3.4 the shareholders of the Company adopt a plan of complete liquidation of the Company or
approve an agreement for the sale, exchange or disposition by the Company of all or a significant
portion of the Company’s assets. For purposes of this subsection 1.3.4, the term “the sale,
exchange or disposition by the Company of all or a significant portion of the Company’s assets”
shall mean a sale or other disposition transaction or series of related transactions involving
assets of the Company or any subsidiary of the Company (including the stock of any subsidiary of
the Company) in which the value of the assets or stock being sold or otherwise disposed of (as
measured by the purchase price being paid therefore or by such other method as the Board reasonably
determines is appropriate in a case where there is no readily ascertainable purchase price)
constitutes more than 50% of the fair market value of the Company (as hereinafter defined). For
purposes of the preceding sentence, the “fair market value of the Company” shall be the aggregate
market value of the outstanding shares of the Company’s common stock (including shares issuable
upon the exercise of in-the-money stock options) plus the aggregate market value of the Company’s
other outstanding equity securities. The aggregate market value of the shares of the Company’s
common stock shall be determined by multiplying the number of shares of the Company’s common stock
(including shares issuable upon the exercise of in-the-money stock options) outstanding on the date
of the execution and delivery of a definitive agreement with respect to the transaction or series
of related transactions (the “Transaction Date”) by the average closing price of the shares of the
Company’s common stock for the ten trading days immediately preceding the Transaction Date. The
aggregate market value of any other equity securities of the Company shall be determined in a
manner similar to that prescribed in the immediately preceding sentence for determining the
aggregate market value of
the shares of the Company’s common stock or by such other method as the Board shall reasonably
determine is appropriate.
1.4 “Good Reason” shall mean any of the following:
1.4.1 the failure of the Company to pay or cause to be paid Executive’s Base Salary when due
hereunder;
1.4.2 a 10% or greater reduction of the Executive’s Base Salary;
1.4.3 a material reduction in Executive’s target annual bonus award (as set forth in
Section 2.4.2 below);
1.4.4 a material reduction in the equity compensation or other employee benefits paid to
Executive, such that such equity compensation or employee benefits are inconsistent with those paid
to other executive officers of the Company;
1.4.5 a material diminution in the Executive’s duties, authority or responsibilities;
1.4.6 a relocation of the Executive to a location more than fifty (50) miles from his home
without Executive’s prior consent; or
1.4.7 in the event of a Change in Control, the failure of the Company to obtain the agreement
from any successor to assume, and agree to, this Agreement; provided, that, any of the events
described in Sections 1.4.1, 1.4.2, 1.4.3, 1.4.4 and 1.4.5
shall constitute Good Reason only if the Company fails to cure such event within 30 days after
receipt from the Executive of written notice of the event which constitutes Good Reason and,
provided further, that such notice is given within 30 days after Executive obtains knowledge that
such events occurred.
2. EMPLOYMENT AND DUTIES.
2.1 Term. The Company hereby agrees to employ Executive as President and COO, and
Executive hereby accepts such employment commencing as of June 8, 2007 (the “Effective Date”).
Executive acknowledges that his employment with the Company is for no specified period of time and
constitutes “at-will” employment, which means that Executive’s employment may be terminated at any
time, upon written notice to the other party, for any reason, or for no reason, at the option of
either the Company or Executive, subject to the provisions of Section 2.5 below. Except as
otherwise provided herein, this Agreement supersedes and terminates any and all prior agreements,
discussions, and writings between Executive and any representative of the Company concerning and/or
relating to Executive’s employment.
2.2 Position. Executive shall serve as the President and COO of the Company and shall
report directly to the Chief Executive Officer (the “Service”). At the Company’s request,
Executive shall serve the Company’s subsidiaries and affiliates in other offices and capacities in
addition to the foregoing. If Executive serves any one or more of such additional
capacities, Executive’s compensation and benefits shall not be increased beyond that provided
in Section 2.4. Further, if Executive’s service in one or more of such additional
capacities is terminated, such termination shall not constitute a termination by the Company for
Cause and Executive’s compensation and benefits provided herein shall not be reduced for so long as
Executive otherwise remains employed by the Company under the terms of this Agreement.
2.3 Duties. Executive shall have the authority and perform the duties customarily
associated with his title and office, together with such additional duties of a company officer
nature and commensurate with Executive’s title as may from time to time be assigned by the Board.
While employed by the Company, Executive shall devote his full working time and best efforts to the
performance of his duties and the furtherance of the interests of the Company and shall not be
otherwise employed. Executive may not serve as an officer or director of, or otherwise be employed
by or participate in, any other entity without the prior written consent of the Company; provided
that, so long as it does not interfere with Executive’s employment, Executive may (a) with the
prior written consent of the Company, serve as a director in a non-competing company, (b) serve as
an officer, director, or otherwise participate in a purely educational, welfare, social, religious,
or civic organization, and (c) manage personal and family investments.
2.4 Compensation and Benefits.
2.4.1 Base Salary. In consideration of the Service rendered to the Company hereunder
by Executive, the Company shall pay Executive a base salary per annum of Two Hundred Twenty-Five
Thousand Dollars ($225,000), less applicable statutory deductions and withholdings (the “Base
Salary”), payable in accordance with the Company’s regular payroll procedures as presently in
effect and as may be amended from time to time; provided, however, that Executive will receive a
base salary per annum of Two Hundred Thousand Dollars ($200,000) until the last regularly scheduled
pay date of 2007, after which such time Executive will receive the Base Salary rate. The Company,
by action of its Board or the Compensation Committee, may increase Executive’s Base Salary at any
time and from time to time.
2.4.2 Annual Bonus. Executive shall be eligible for an annual cash bonus payment with
a target amount of 50% of Base Salary but with the potential for a bonus of up to 150% of Base
Salary for extraordinary performance as such is to be determined pursuant to the Company’s
executive performance program and as approved by the Board or Compensation Committee. Based on
Executive’s performance as measured against the executive performance program, Executive may earn
an annual bonus in a range from 0% to 150% of Base Salary. Subject to the provisions of
Section 2.5, however, Executive shall not be entitled to any bonus payment unless Executive
is employed by the Company on the date such bonus payments are to be made.
2.4.3 Stock Options. Executive shall:
(i) receive on the date hereof, in accordance with the terms of the Qualified Stock Option
Agreement/O.I. Corporation 2003 Incentive Compensation Plan (the “Plan”), a stock option to
purchase up to 20,000 shares of the Common Stock of the Company, which shares shall vest over a
four-year period (the “Stock Option”). The Stock Option shall
vest with respect to 100% of the shares subject to the Stock Option immediately upon the date
of the occurrence of a Change in Control (as defined in the Plan) or upon Executive’s death or
Disability (defined below); and
(ii) be eligible on an annual basis to receive, pursuant to the Company’s executive
performance program as approved by the Board or Compensation Committee, in accordance with the
terms of the Plan or such other stock option plan as may be adopted by the Board and amended from
time to time at the sole discretion of the Board, a stock option to purchase up to 25,000 shares of
the Company’s Common Stock, which shares shall vest over a four-year period. Upon any change in
control, any additional stock options shall vest in the manner set forth in the stock option plan
pursuant to which such stock option is granted.
2.4.4 Benefits. Executive shall be eligible to receive the following:
(i) Vacation, Sick Leave and Holidays . Executive shall be entitled to paid
time off benefits and holidays in accordance with applicable Company policies.
(ii) Employee Benefits. Executive shall be eligible for and entitled to participate
in all other benefit plans and arrangements as may be maintained by the Company for its executive
officers in accordance with applicable Company policies and the terms of the applicable benefit
plans as presently in effect and amended from time to time, such as, without limitation, any
medical, dental, vision, pension, 401(k), and accident, disability, and life insurance benefits.
(iii) Expenses. The Company shall pay or reimburse Executive for all reasonable and
necessary out-of-pocket expenses actually incurred by Executive in the performance of Executive’s
Services under this Agreement, provided Executive provides proper records and/or receipts for such
expenses and otherwise properly accounts for such expenses in accordance with the Company’s
reimbursement policies as presently in effect and amended from time to time.
(iv) D&O Insurance Coverage. Executive shall be entitled to director and officer
insurance coverage for his acts and omissions while employed as an officer and director of the
Company on a basis no less favorable to him than the coverage provided to all other similarly
situated officers and directors.
2.5 Termination.
2.5.1 Termination For Cause. The Board may terminate Executive’s employment for
Cause. Such termination shall be communicated by the delivery of a notice of termination to
Executive in accordance with Section 5.1 and shall be effective as of the date of delivery
of the notice of termination. Executive shall have no right to receive any compensation including,
without limitation, bonus, on and after the effective date of such termination other than the
following as of the date of termination: (A) Executive’s Base Salary then in effect which has been
earned but unpaid; (B) vested benefits under any employee benefit plan then in effect and
applicable to Executive; (C) any benefits to which Executive is entitled under law; and (D) any
expenses which are reimbursable under this Agreement and incurred prior to the date of
termination. Executive shall receive accrued, unused vacation pay in accordance with Company
policy.
2.5.2 Termination Without Cause. The Board may terminate Executive’s employment
without Cause. Such termination shall be communicated by the delivery of a notice of termination
to Executive in accordance with Section 5.1 and shall be effective as the date of delivery
of the notice of termination, unless otherwise stated in the notice of termination. If Executive’s
employment is terminated without Cause, then (i) other than obligations under this subsection, the
Company’s obligations under this Agreement shall immediately cease, and (ii) Executive shall be
entitled to receive payment of the aggregate amount of the following as of the date of termination:
(A) Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid
bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then
in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law;
and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of
termination. In addition, Executive shall be entitled to receive severance benefits equivalent to
twelve (12) months Base Salary then in effect, less applicable statutory deductions and
withholdings and the Company shall continue to provide health benefits to Executive during such
twelve (12) month period (“Severance Benefits”), provided that the Company’s obligation to pay, and
Executive’s right to receive, Severance Benefits shall be conditioned upon Executive’s execution of
a general release of and covenant not to xxx the Company and related parties, and reaffirmation of
Executive’s agreements not to disclose, use, or make available the Company’s trade secrets and
confidential information, and shall cease in the event of Executive’s breach of his obligations
under this Agreement and/or the EPPI.
2.5.3 Termination Upon Death or Disability. If Executive dies while employed by the
Company, Executive’s employment shall terminate as of the date of Executive’s death. If Executive
by virtue of physical or mental disability is unable to perform substantially and continuously the
essential functions of his duties, even with reasonable accommodation, for a period in excess of 90
consecutive or non-consecutive days out of any consecutive 12-month period (“Disability”), the
Board shall have the right to terminate this Agreement upon notice in writing to Executive in
accordance with Section 5.1. If Executive’s employment is terminated because of death or
Disability, then (i) other than obligations under this subsection the Company’s obligations under
this Agreement shall immediately cease, and (ii) Executive or, in the case of the death of
Executive, Executive’s estate, heirs, next of kin, distributes, executors or administrators shall
be entitled to receive payment of the aggregate amount of the following as of the date of
termination: (A) Executive’s Base Salary then in effect which has been earned but unpaid; (B)
earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under any employee
benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is
entitled under law; and (E) any expenses which are reimbursable under this Agreement and incurred
prior to the date of termination. No provision of this Agreement shall limit any of Executive’s
rights under any insurance, pension, or other benefit programs of the Company for which Executive
shall be eligible at the time of such death or Disability.
2.5.4 WARN Act Offset. In the event that Executive’s termination by the Company with
or without Cause is covered by the Worker Adjustment and Retraining
Notification Act or similar state law (the “WARN Act “) at the time of Executive’s
termination, or is deemed to be covered by the WARN Act retrospectively after Executive’s
termination, the amount of any severance payments Executive may be entitled to receive under this
Agreement shall be reduced by an amount equal to any payments the Company is required to provide
Executive under the WARN Act and/or by the amount of pay Executive receives during any portion of
the WARN Act’s notice period where Executive does not perform any work for the Company.
2.5.5 Effect of Change in Control. If, within twelve (12) months of a Change in
Control, Executive is terminated without Cause or resigns for Good Reason, then (i) the Company’s
obligations under this Agreement shall immediately cease, and (ii) Executive shall be entitled to
receive payment of the aggregate amount of the following as of the date of termination: (A)
Executive’s Base Salary then in effect which has been earned but unpaid; (B) earned but unpaid
bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then
in effect and applicable to Executive; (D) any benefits to which Executive is entitled under law;
and (E) any expenses which are reimbursable under this Agreement and incurred prior to the date of
termination. In addition, Executive shall be entitled to receive severance benefits equivalent to
twenty-four (24) months Base Salary then in effect, less applicable statutory deductions and
withholdings and the Company shall continue to provide health benefits to Executive during such
twenty-four (24) month period (“Change in Control Benefits”), provided that the Company’s
obligation to pay, and Executive’s right to receive, Change in Control Benefits shall be
conditioned upon Executive’s execution of a general release of and covenant not to xxx the Company
and related parties, and reaffirmation of Executive’s agreements not to disclose, use, or make
available the Company’s trade secrets and confidential information, and shall cease in the event of
Executive’s breach of his obligations under this Agreement and/or the EPPI.
3. PROTECTION OF COMPANY’S TRADE SECRETS AND CONFIDENTIAL INFORMATION. Executive
acknowledges that he has read and will comply with the provisions of the EPPI. Executive
understands and agrees that he will be bound by the EPPI and that the EPPI survives the termination
of this Agreement and/or Executive’s employment with the Company. A copy of the EPPI is attached
hereto as Exhibit A.
4. REPRESENTATIONS AND WARRANTIES BY EXECUTIVE. Executive represents and warrants to
the Company that (i) this Agreement is valid and binding upon and enforceable against him in
accordance with its terms, (ii) Executive is not bound by or subject to any contractual or other
obligation that would be violated by his execution or performance of this Agreement, including, but
not limited to, any non-competition agreement presently in effect, and (iii) other than matters
known and discussed by the Board, Executive is not subject to any pending or, to Executive’s
knowledge, threatened claim, action, judgment, order, or investigation that could adversely affect
his ability to perform his obligations under this Agreement or the business reputation of the
Company. Executive has not entered into, and agrees that, until such time as Executive is no
longer employed by the Company, he will not enter into, any agreement either written or oral in
conflict with this Agreement.
5. MISCELLANEOUS.
5.1 Notices. All notices, requests, and other communications hereunder must be in
writing and will be deemed to have been duly given only if (i) delivered personally to a person
authorized to accept, (ii) delivered by facsimile transmission with transmission confirmation,
(iii) mailed (by U.S. certified or registered mail, return receipt requested), or (iv) delivered by
overnight courier at the following addresses and facsimile numbers:
If to the Company:
O.I. Corporation
000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxx Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attn: Corporate Secretary
000 Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxx Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attn: Corporate Secretary
With a copy to:
Xxxxxxx Xxxxx LLP
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000
If to Executive:
Xxxxxx X. Xxxxxx
[address]
[address]
Facsimile: n/a
All such notices, request, and other written communications will (i) if delivered personally or by
overnight carrier to the address as provided in this Section 5.1, be deemed given upon
delivery and (ii) if delivered by facsimile transmission or by U.S. mail in the manner and to the
address as provided in this Section 5.1, be deemed given three (3) days after the date of
the facsimile transmission verification or after deposit in the U.S. mail. Any party from time to
time may change its address, facsimile number, or other information for the purpose of notices to
that party by giving written notice specifying such change to the other parties hereto.
5.2 Entire Agreement. This Agreement supersedes all prior discussions and agreements
among the parties with respect to the subject matter hereof and contains the sole and entire
agreement between the parties hereto with respect to Executive’s employment.
5.3 Survival. The respective rights and obligations of the parties set forth in (i)
Sections 3, 4 and this Section 5 shall survive the termination of this
Agreement and/or
Executive’s employment with the Company, and (ii) Sections 2.5.2, 2.5.3,
2.5.4 and 2.5.5 shall survive the termination of this Agreement and/or Executive’s
employment with the Company to the extent of any unfulfilled obligations thereunder.
5.4 Waiver. Any term or condition of this Agreement may be waived at any time by the
party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the party waiving such term or
condition. No waiver by any party hereto of any term or condition of this Agreement, in any one or
more instances, shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under this Agreement or
by law or otherwise afforded, will be cumulative and not alternative.
5.5 Amendment. This Agreement may be amended, supplemented, or modified only by a
written instrument duly executed by or on behalf of each party hereto.
5.6 Committee Authority. All determinations and other actions required or permitted
hereunder to be made by or on behalf of the Company or the Board may be made by either the Board
(excluding Executive therefrom) or the Compensation Committee of the Board (or any other committee
subsequently granted authority by the Board); provided that the actions of the Compensation
Committee (or any other committee subsequently granted authority by the Board) shall be subject to
the authority then vested in such committee by the Board; and provided further that a decision or
action by the Compensation Committee (or any other committee subsequently granted authority by the
Board) hereunder shall be subject to review or modification by the Board if the Board so chooses.
5.7 Tax and Legal Advice. Executive has had an opportunity to consult with his legal
counsel and tax and other advisors regarding the preparation of and the contents contained in this
Agreement.
5.8 No Third Party Beneficiary. The terms and provisions of this Agreement are
intended solely for the benefit of each party hereto and the Company’s successors or assigns, and
it is not the intention of the parties to confer third-party beneficiary rights upon any other
person or entity.
5.9 No Assignment; Binding Effect. This Agreement shall inure to the benefit of any
successors or assigns of the Company. Executive shall not be entitled to assign his obligations
under this Agreement.
5.10 Headings. The headings used in this Agreement have been inserted for convenience
of reference only and do not define or limit the provisions hereof.
5.11 Severability. The Company and Executive intend all provisions of this Agreement
to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent
jurisdiction determines that the scope and/or operation of any provision of this Agreement is too
broad to be enforced as written, the Company and Executive intend that the court should reform such
provision to such narrower scope and/or operation as it determines to be enforceable. If, however,
any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or
future law, and not subject to reformation, then (i) such provision
shall be fully severable, (ii) this Agreement shall be construed and enforced as if such
provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by illegal, invalid, or
unenforceable provisions or by their severance.
5.12 General Creditor Status. All cash payments to which Executive may become
entitled hereunder will be paid, when due, from the general assets of the Company, and no trust
fund, escrow arrangement, or other segregated account will be established as a funding vehicle for
such payment. Accordingly, Executive’s right (or the right of the personal representatives or
beneficiaries of Executive’s estate) to receive such cash payments hereunder will at all times be
that of a general creditor of the Company and will have no priority over the claims of other
general creditors.
5.13 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas without giving effect to conflicts of laws principles.
5.14 Jurisdiction. WITH RESPECT TO ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING FROM
OR RELATING TO THIS AGREEMENT, THE COMPANY AND EXECUTIVE HEREBY IRREVOCABLY AGREE TO THE EXCLUSIVE
PERSONAL JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
TEXAS AND ANY TEXAS STATE COURT WITHIN BRAZOS COUNTY, TEXAS.
5.15 Counterparts. This Agreement may be executed in any number of counterparts and
by facsimile, each of which will be deemed an original, but all of which together will constitute
one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Employment Agreement to be
executed on the date first written above.
| “COMPANY” O.I. CORPORATION |
||||
| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Date: June 26, 2007 | Title: | Corp. Counsel & Corp. Secretary | ||
| “EXECUTIVE” |
||||
| /s/ Xxxxxx X. Xxxxxx | ||||
| Date: June 25, 2007 | Xxxxxx X. Xxxxxx | |||
EXHIBIT A
(Employee Patent and Proprietary Information Agreement)
O.I. CORPORATION
Employee Patent and Proprietary Information Agreement
To O.I. Corporation:
In consideration of my employment with O.I. Corporation (the “Company”), and of the salary paid for
my services in the course of such employment and other good and valuable consideration the receipt
and sufficiency which is hereby acknowledged, I agree
| a) | to communicate to the Company or its nominee promptly and fully all inventions or discoveries made, conceived, or reduced to practice, by me (whether made, conceived, or reduced to practice solely by me or jointly with others) from the time of entering the Company’s employ until I leave, (1) which relate in any respect to the lines of the business, work or investigations of the Company or of companies which it owns or controls at the time of such inventions or discoveries, or (2) which result from or are suggested by any work which I may do for or on behalf of the Company; |
| b) | to assign to the Company such inventions or discoveries and all patents which may be issued thereon (in any and all countries where issued), and to assist the Company, during and subsequent to such employment, in every reasonable manner (entirely at the Company’s expense) in obtaining the rights to and benefit of such inventions, discoveries and patents; |
| c) | to keep and maintain adequate and current written records of all such inventions or discoveries in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of the Company or the Government, as the case may be, and shall be available to the Company or its nominee at all times; |
| d) | except as the Company may otherwise consent, in writing, not to use except for the benefit of the Company or disclose at any time either during or subsequent to my employment to persons outside of the Company or other employees within the Company not authorized to have access to such, any confidential, trade secret, or proprietary information of the Company or of companies which it owns or controls (“O.I. Corporation Proprietary Information”). For the purpose of this agreement, O.I. Corporation Proprietary Information shall include, among others, information relating to matters of a technical nature such as formulas, methods, products, processes or machines, inventions, discoveries and research projects; and information relating to matters of a business nature such as costs and margins, employee identity, marketing, sales, business plans, information regarding competitors, lists of customers, project and departmental staffing, plans for future development; and any other Company information which is not generally known to the public or which gives the Company an opportunity to obtain an advantage over competitors who do not know or use that information. |
| e) | to deliver promptly to the Company on termination of my employment with the Company, or at any time it may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints, and all other documents relating to or referring to the Company including but not limited to those containing O.I. Corporation Proprietary Information, including all copies of such materials whether stored electronically or otherwise, which I may then possess or have under my control. |
I further acknowledge that the Company will face irreparable injury in the event that I breach any
of my commitments in the foregoing paragraphs a)-e) and agree that the Company will be entitled to
injunctive relief and/or specific performance in the event that I breach any of those provisions.
I also further acknowledge that the Company has an explicit policy of not using proprietary
information of other companies. I therefore obligate myself not to use or disclose any
confidential or proprietary information of another during the course of my employment by the
Company. If I determine that I am being placed in a position in the Company where my duties and my
loyalties to the Company might cause me, even in the best
of good faith, to use or disclose the confidential or proprietary information of another, I will
promptly inform a superior in writing so that appropriate actions may be considered and/or taken.
I further confirm that I am not restricted by any prior employee agreement from taking the position
or assuming the duties for which I am being employed.
This Agreement, which supersedes all earlier patent and proprietary information agreements, if any,
may not be changed or modified or released, discharged, abandoned or otherwise terminated, in whole
or in part, except by an instrument in writing signed by an employee and an officer or other
authorized executive of the Company.
/s/ Xxxxx X. Xxxxxxx
|
/s/ Xxxxxx X. Xxxxxx | |
Witness Signature
|
Signature (Employee sign name in full) | |
Xxxxx X. Xxxxxxx
|
Xxxxxx X. Xxxxxx | |
Print Name
|
Print Name | |
Admin. Manager
|
June 16, 2006 | |
Position
|
Date (To be written in by employee) |
ACKNOWLEDGED AND AGREED:
O.I. Corporation
By: /s/ Xxxxx X. Xxxxxxx
|
||
Title: Admin. Manager |
||
Date: June 16, 2006 |
TERMINATION STATEMENT:
I certify that I have returned to the Company, all memoranda, notes, records, reports, manuals, drawings, blueprints and all other documents relating to or referring to the Company or containing Company Proprietary Information, including all copies of such materials whether stored electronically or otherwise which I have possessed or had under my control, and I understand my continuing responsibility not to use except for the benefit of the Company or disclose Company Proprietary Information to persons outside the Company.
I certify that I have returned to the Company, all memoranda, notes, records, reports, manuals, drawings, blueprints and all other documents relating to or referring to the Company or containing Company Proprietary Information, including all copies of such materials whether stored electronically or otherwise which I have possessed or had under my control, and I understand my continuing responsibility not to use except for the benefit of the Company or disclose Company Proprietary Information to persons outside the Company.
Witness
|
Employee’s Signature | |
| Date: | ||
