Exhibit 10.11
IS ROBOTICS
EMPLOYMENT AGREEMENT
THIS IS AN AGREEMENT, effective as of January 1st, 1997 by and between
IS Robotics, a Massachusetts corporation (the "Company"), and Xxxxx Xxxxxxx (the
"Employee"):
RECITALS:
WHEREAS, the Company desires to employ the Employee and the Employee
desires to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual covenants contained in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which consideration are hereby acknowledged, the parties agree as
follows:
1. Employment
The Company hereby employs the Employee, and the Employee
hereby accepts employment with the Company, upon the terms and conditions
hereinafter set forth.
2. Duties
The Employee shall serve as President of the Company. In such
capacity, the Employee will report to the Board of Directors of the Company and
will perform such duties on behalf of the Company consistent with such office as
may be assigned to him from time to time by the Board of Directors of the
Company. The Employee agrees to abide by the reasonable rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the Board of Directors of the
Company, provided they are not inconsistent with the provisions of this
Agreement.
3. Term
The commencement date of the Employee's initial term of
employment under this Agreement is the date first above written, and Employee's
employment will continue, unless sooner terminated as provided below, until June
20th, 2000. Upon the expiration of the initial effective term, this Agreement
shall be automatically renewed for successive one-year terms unless terminated
as provided in Section 7 hereof (as so extended, the "Employment Term").
4. Extent of Services
During the term of his employment, the Employee will devote
full time at a minimum of 160 hours per month, and his best efforts to the
performance of his duties under this Agreement. Under no circumstances will the
Employee knowingly take any action contrary to the best interests of the
Company.
5. Compensation
In consideration of the services rendered by the Employee
under this Agreement, the Company will pay the Employee compensation as follows:
5.1 Base Salary. A base salary ("Base Salary") of $110,000 per
year for the term of this Agreement, payable in accordance with the Company's
ordinary payroll practices; provided, however, that if the Company's Operating
Income or Cash Flow is insufficient to pay the Employee's Base Salary, the
Employee's Base Salary for such year shall be reduced to the amount that the
Company is capable of paying to the Employee as determined in the good faith
judgment of either the Company's Board of Directors or the Employee. Any such
deficiency shall be paid by the Company to the Employee in the next fiscal year
that the Company generates sufficient operating income to pay all of its
obligations and the deficiency amount, as determined in the good faith judgment
of the Company's Board of Directors. Operating Income shall mean the Company's
income before depreciation, interest and taxes. This base salary will be
reviewed quarterly by the senior management team.
5.2 Bonus. The Employee will be entitled to receive a bonus
each calendar year during the Employment Period in accordance with the
achievement of certain profitability levels as more fully set forth on Schedule
1 attached hereto. The timing of such bonus payments shall be determined by the
Board of Directors of the Company, in its sole discretion.
5.3 Stock Options Upon execution of this agreement, the
Employee will be granted 10,000 non-qualified stock options with a 3 year
vesting period.
6. Other Benefits
6.1 Additional Compensation and Benefits. The Employee shall
be entitled to four weeks of vacation in each fiscal year and health insurance
consistent with the health insurance provided
by the Company to other similarly-situated employees of the Company. The
Employee will be entitled to such additional compensation, bonuses or benefits
as the Company's Board of Directors, in its sole discretion, may decide.
6.2 Expenses. The Company will, upon substantiation thereof,
reimburse the Employee for all reasonable expenses of types authorized by the
Treasurer of the Company in the ordinary course of business and incurred by the
Employee in connection with the Company's business affairs. The Employee must
regularly submit, for approval to the Treasurer of the Company, a statement of
these expenses and will comply with such other accounting and reporting
requirements as the Company may from time to time establish.
6.3 Board Representation The Employee shall be entitled to a
seat on IS Robotics' Board of Directors as long as the Employee maintains
greater than a 10% equity position in the company on a fully diluted basis.
6.4 Severance Period If the Company terminates the Employee
for reasons other than cause, then for purposes of this section, the "severance
period" is the period of time beginning when the Employee is terminated and
ending at the latest of the following times:
(a) 6 months
(b) The expiration of the non-compete clause of
this agreement.
6.5 Severance Pay The Employee is entitled to continuing pay
at a level equal to his average base salary over the past 2 years for the
duration of the severance period.
7. Termination
7.1 By the Company. The Company may terminate the Employee's
employment with the Company (a) upon the expiration of the Employment Period in
accordance with the terms of this Agreement, (b) at any time without notice for
"cause", as defined below, (c) at any time upon 60 days' advance notice, as
specified in Section 3 above, or (d) upon the death of the Employee.
7.2 By the Employee. The Employee may terminate his employment
with the Company at any time upon 60 days' advance notice, in accordance with
Section 3 above.
7.3 Cause. For the purposes of this Section, "cause"
means:
(a) engaging in any crime or offense involving
money or other property of the Company, or
(b) failure or refusal to perform specific
directives of the Company's Board of
Directors consistent with the Employee's
duties, or
(c) conviction of a felony, or
(d) failure to adhere to written Company
policies, or
(e) A material breach of this Agreement
7.4 Amounts Payable Upon Termination. Upon termination of the
Employee's employment with the Company in accordance with Section 8.1, all
moneys owed the Employee will become immediately payable, and all compensation
and benefits under this Agreement with the exception of severance pay will
cease, effective the date of termination.
8. Additional Terms
8.1 Non-Competition. During the term of this Agreement and for
a period of two (2) years after the termination of this Agreement, the Employee
shall not, without the Company's prior written consent, which shall not be
unreasonably withheld, directly or indirectly:
(a) as an individual proprietor, partner, stockholder,
officer, employee, consultant, director, joint venturer, investor, lender, or in
any other capacity whatsoever (other than as a holder of not more than 1% of the
total outstanding stock of a publicly held company), engage in the business of
developing, producing, marketing or selling similar products or services in the
Robotics Industry, as such term is defined in Exhibit A attached hereto and
made a part hereof;
(b) recruit, solicit or induce, or attempt to induce, any
employee, consultant or agent of the Company to terminate their employment with,
or otherwise cease their relationship with, the Company after the Employee's
departure; or
(c) solicit, divert or take away, or attempt to divert
or take away, the business or patronage of any of the clients, customers or
accounts, or prospective clients, customers or accounts, of the Company which
were contacted, solicited or served by the Employee during the term of this
Agreement.
8.2 Confidentiality and Nondisclosure. In consideration and as
a condition of my employment, or continuing employment, by IS Robotics and/or by
companies which it owns, controls, or is affiliated with, or their successors in
business (the "Company"), and the compensation paid therefore:
(a) I agree to keep confidential, except as the Company may
otherwise consent in writing, and not to disclose, or make any use of except for
the benefit of the Company, at any time either during or subsequent to my
employment, any trade secrets, confidential information, knowledge, data, or
other information of the Company relating to products, processes, know-how,
designs, customer lists, business plans, marketing plans and strategies, and
pricing strategies or any subject matter pertaining to any business of the
Company or any of its clients, licensees or affiliates, which I may produce,
obtain or otherwise acquire during the course of my employment, except as herein
provided. I further agree not to deliver, reproduce or in any way allow any such
trade secrets, confidential information, knowledge, data or other information,
or any documentation relating thereto, to be delivered or used by any third
parties without specific direction or consent of a duly authorized
representative of the Company.
(b) Return of Confidential Material. In the event of my
termination of employment with the Company for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings and data of any nature pertaining to any invention or confidential
information of the Company or to my employment, and I will not take with me any
description containing or pertaining to any confidential information, knowledge
or data of the Company which I may produce or obtain during the course of my
employment. In the event of the termination of my employment, I agree to sign
and deliver the "Termination Certification" attached hereto as Exhibit A.
(c) Maintenance of Records. I agree to keep and maintain
adequate and current written records of all sales and customer transactions,
which records shall be available to and remain the sole property of the Company
at all times.
8.3 Remedies. The Employee acknowledges that any breach of the
provisions of this Section 8 shall result in serious and
irreparable injury to the Company for which the Company cannot be adequately
compensated by monetary damages alone. The Employee agrees, therefore, that, in
addition to any other remedy it may have, the Company shall be entitled to
enforce the specific performance of this Agreement by the Employee and to seek
both temporary and permanent injunctive relief (to the extent permitted by law)
without the necessity of proving actual damages.
8.4 Survival of Obligations. The obligations of the Employee
under this Section 8 will survive the termination of this Agreement.
9. Notices
All notices under this Agreement must be in writing and must
be delivered by hand or mailed by certified or registered mail, postage prepaid,
return receipt requested, to the parties as follows:
IF TO THE COMPANY: IS Robotics
Twin City Officer Center
00 XxXxxxx Xxxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
Attention: President
WITH A COPY TO: Xxxxxxx Xxxxxx & Green, P.C.
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, Esq.
IF TO THE EMPLOYEE: To the address set forth below the
signature of the Employee;
or to such other address as is specified in a notice complying with this Section
10. Any such notice is deemed given on the date delivered by hand or three days
after the date of mailing.
10. Miscellaneous
10.1 Modification. This Agreement constitutes the entire
Agreement between the parties with regard to the subject matter hereof,
superseding all prior understandings and agreements, whether written or oral.
This Agreement may not be amended or revised except by a writing signed by the
parties.
10.2 Successors and Assigns. This Agreement is binding upon
and inures to the benefit of both parties and their respective successors and
assigns, including any corporation with
which or into which the Company may be merged or which may succeed to its assets
or business, although the obligations of the Employee are personal and may be
performed only by him.
10.3 Captions. Captions have been inserted in this Agreement
solely for convenience of reference, and in no way define, limit or affect the
scope or substance of any provision of this Agreement.
10.4 Severability. The provisions of this Agreement are
severable, and invalidity of any provision does not affect the validity of any
other provision. In the event that any court of competent jurisdiction
determines that any provision of this Agreement or the application thereof is
unenforceable because of its duration or scope, the parties agree that the court
in making such determination will have the power to reduce the duration and
scope of such provision to the extent necessary to make it enforceable, and that
the Agreement in its reduced form is valid and enforceable to the full extent
permitted by law.
10.5 Governing Law. This Agreement is to be construed under
and governed by the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
IS Robotics
By: /s/ XXXXX X. ANGLE
________________________
Xxxxx X. Angle
CEO
EMPLOYEE
/s/ XXXXX XXXXXXX
___________________________
Xxxxx Xxxxxxx
Address:
