EMPLOYMENT AGREEMENT
Exhibit 10.1
This Employment Agreement (the “Agreement”) is made and entered into by and between
Xxxxxxx X. Xxxx (the “Executive”) and DigitalGlobe, Inc., a Delaware corporation (the “Company”),
effective as of February 22, 2011 (the “Effective Date”).
A. The Company wishes to hire Executive as a member of the Company’s executive and management
team in the capacity of President and Chief Executive Officer.
B. The Company’s Board of Directors (the “Board,” which term also includes any committee of
the Board when used herein) believes that it is in the best interests of the Company and its
stockholders to enter into an Employment Agreement with Executive to set forth the terms and
conditions of Executive’s employment and to provide for severance benefits in the event Executive’s
employment is terminated without Cause (as defined below) or Executive resigns his employment for
Good Reason (as defined below) in order to avoid distraction of Executive due to uncertainty about
his future role with the Company.
C. To accomplish the foregoing objectives, the Board has directed the Company, upon execution
of this Agreement by Executive, to agree to the terms provided in this Agreement.
D. Certain capitalized terms used in the Agreement are defined in Section 5 below.
In consideration of the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and Company
agree as follows:
1. Employment Term. Unless otherwise terminated in accordance with Section 4,
below, Executive’s employment under this Agreement shall commence on April 5, 2011 (or such other
date as mutually agreed by Executive and the Company) (the “Start Date”) and continue for a period
of 36 months (the “Initial Term”). Thereafter, the Initial Term shall be automatically extended on
an annual basis for an additional one-year period, unless the Company or Executive provides the
other party hereto with not less than 180 days’ prior written notice that the Term will not be so
extended. The Initial Term, as it may be extended, is referred to herein as the “Term.”
Notwithstanding the foregoing, the then-current Term is subject to termination as provided in
Section 4 hereof.
2. Duties.
(a) During the Term, Executive will serve as the President and Chief Executive
Officer of the Company or in such other capacity as may be mutually agreeable from time to time by
the Board and Executive, and will have such responsibilities, duties and authority as are customary
for someone of that position.
(b) Executive shall also perform such other duties during the Term as are reasonably
and legally assigned to Executive by the Board and that are consistent with the position in which
he is employed.
(c) The Company will provide the Executive with appropriate office space, facilities
and support personnel.
(d) During the Term, Executive shall use his good faith reasonable best efforts to
perform the duties properly assigned to him hereunder, shall devote substantially all of his
business time, attention and effort to the affairs of the Company and shall use his reasonable best
efforts to promote the interests of the Company. Executive may serve on civic or charitable boards
or committees and manage personal investments; provided that such activities do not individually or
in the aggregate significantly interfere with the performance of his duties under this Agreement. If the Board consents to such service, Executive may serve on one for-profit
corporate board; provided that such service does not individually, or together with other
activities described in this Section 2, unreasonably interfere with the performance of his duties
under this Agreement.
-1-
3. Compensation, Benefits and Perquisites.
(a) Base Salary. Beginning as of the Start Date, Executive will be paid an
annual base salary (the “Base Salary”) in respect of his services hereunder during the
Term, prorated for partial years of employment. The initial Base Salary shall be at an annual rate
of $550,000. The Base Salary will be paid in equal periodic installments according to the
Company’s customary payroll practices. During the Term, the then applicable Base Salary shall be
reviewed by the Board at least annually and may be increased, but shall not be reduced at any time
without Executive’s prior written consent.
(b) Bonus. In addition to the Base Salary, Executive shall be entitled to
receive an annual bonus (the “Bonus”) (if earned) for each calendar year during the Term
for which services are performed under this Agreement. The performance criteria for any particular
calendar year shall be established by the Board no later than 90 days after the commencement of
such calendar year (or, in the first calendar year of employment, within 90 days after Executive’s
commencement of employment) and prompt notice thereof provided to Executive. Executive’s Bonus for
a calendar year shall equal 85% of his annualized Base Salary (“Target Bonus”) for that
year if target levels of performance for that year (as established by the Board when the
performance criteria for that year are established) are achieved, with greater or lesser amounts
(including zero) paid for performance above and below target (such greater and lesser amounts to be
determined by a formula established by the Board for that year when it established the targets and
performance criteria for that year). The Bonus shall be prorated for 2011. Performance criteria
shall include such criteria as reasonably determined by the Board, which may (but need not) include
stock price, operating earnings, revenue, new product growth, operational improvements, individual
goals, and/or such other metrics as the Board shall determine. Any Bonus for a calendar year shall
be subject to Executive’s continued employment with the Company through the end of the calendar
year in which it is earned and shall be paid after the conclusion of the calendar year in
accordance with the Company’s regular bonus payment policies in the year following the year with
respect to which the Bonus relates, and in any case not later than two and one half (2-1/2) months
following the end of the year with respect to which a Bonus is earned.
(c) Initial Equity Award Grant. On February 23, 2011, Executive shall be
granted equity awards with a fair value of $2,500,000. Such fair value shall be determined based
on the financial accounting valuation of such awards.
(i) Fifty percent (50%) of such award shall consist of nonqualified stock
options (the “Initial Option Grant”) to purchase the Company’s common stock pursuant to the
Company’s equity incentive plan, and shall subject to the terms of such plan and the
standard form of award agreement under such plan. The exercise price of the options granted
pursuant to the Initial Option Grant shall be the fair market value of the Company’s common
stock on the date of grant. Twenty-five percent (25%) of the Initial Option Grant shall
vest and become exercisable on the day prior to the first anniversary of the Start Date, and
the remaining seventy-five percent (75%) of the Initial Option Grant shall vest and become
exercisable in equal increments on the day prior to the second, third and fourth
anniversaries of the Start Date, subject in each case to Executive’s continued employment
with the Company through such date; provided, however, that if Executive’s employment
hereunder terminates due to his death or Disability, the Initial Option Grant shall fully
vest and become exercisable.
(ii) Fifty percent (50%) of such award shall consist of shares of restricted
common stock of the Company (the “Initial Restricted Stock Grant”) pursuant to the Company’s
equity incentive plan, and shall be subject to the terms of such plan and the standard form
of award agreement under such plan. Twenty-five percent (25%) of the Initial Restricted
Stock Grant shall vest on the day prior to the first anniversary of the Start Date, and the
remaining seventy-five percent (75%) of the Initial Restricted Stock Grant shall vest in
equal increments on the day prior to the second, third and fourth anniversaries of the Start
Date, subject in each case to Executive’s continued employment with the Company through such
date; provided, however, that if Executive’s employment hereunder terminates due to his death
or Disability, the Initial Restricted Stock Grant shall fully vest.
-2-
(d) Annual Long-Term Incentives. Executive shall be eligible for annual
stock option and/or other equity incentive grants based on the achievement of such individual and
Company-related performance criteria as determined by the Board. Performance criteria shall
include such criteria as determined by the Board, which may (but need not) include stock price,
operating earnings, revenue, new product growth, operational improvements, individual goals, and/or
such other metrics as the Board shall determine. The target annual incentive grant shall be equity
awards with a fair value (as determined by the Board in good faith) of $1,300,000 with greater
amounts up to $1,950,000 or lesser amounts (including zero), awarded for performance above or below
target (such greater or lesser amounts to be determined by a formula established by the Board for
that year when it establishes targets and performance criteria for that year). The annual
incentive grant for 2011 shall be prorated for the partial year of employment. The vesting and
other terms of such equity incentive grants shall be determined by the Board at the time of grant,
provided that such grants shall vest on a pro rata basis in the event of Executive’s death or
Disability as specified in the applicable award agreement.
(e) Benefits. While Executive remains in the employ of the Company,
Executive shall be entitled to participate in and shall receive rights and benefits under those
employee benefits plans that the Company provides for its executive employees generally (provided
that in no event shall this Agreement affect the Company’s right to amend or terminate any benefit
plan). With regard to Paid Time Off (PTO), Executive shall be entitled to the rights and benefits
under the Company’s Paid Time Off (PTO) Policy, but in any event, not less than four (4) weeks per
calendar year. PTO time is considered earned wages.
(f) Indemnification. To the fullest extent permitted by law and the
Company’s certificate of incorporation and bylaws, the Company hereby indemnifies Executive and
holds him harmless from the Effective Date, through the Term, and after the period of Executive’s
employment hereunder, from and against all loss, costs, damages, and expenses including, without
limitation, legal expenses of counsel (which expenses the Company will, to the extent so permitted,
advance to Executive as the same are incurred) arising out of or in connection with the fact that
Executive are or was a director, officer, attorney, employee, or agent of the Company or serving in
such capacity for another corporation at the request of the Company. This indemnification is in
addition to that provided in the Company’s certificate of incorporation and bylaws.
(g) D&O Insurance. The Company shall cover Executive under directors and
officers liability insurance from the Effective Date, through the Term, and, while potential
liability exists, after the period of Executive’s employment hereunder, on the most favorable terms
as provided to any other director or executive officer of the Company.
(h) Expenses. All reasonable and necessary expenses incurred by Executive
in the course of the performance of Executive’s duties to the Company shall be reimbursed in
accordance with the Company’s then current travel and expense policies. In addition, the Company
shall promptly reimburse Executive (or directly pay at Executive’s request) legal fees of up to
$15,000 incurred by Executive in connection with the negotiation and drafting of this Agreement.
4. Termination of Employment.
(a) For Cause, Disability, Death or Resignation Without Good Reason; Termination
by Executive at the End of the Term. Executive may terminate his employment at any time, for
any reason, upon 30 days prior notice to Company or upon nonextension of the Term pursuant to
Section 1; provided that the Company may in its sole discretion, elect to waive all or any part of
any notice period. If the Executive’s employment is terminated during the Term by the Company for
Cause, if Executive voluntarily terminates employment with the Company other than for Good Reason
at any time, or if Executive’s employment terminates due to death or Disability, the Company shall
pay to the Executive (or, if applicable, his estate) in a lump sum (i) any unpaid portion of
Executive’s accrued Base Salary and accrued Paid Time Off; (ii) any amounts payable to Executive
pursuant to the terms of any pension or welfare benefit plan, and (iii) any expense reimbursements
payable pursuant to the Company’s reimbursement policy (the “Accrued Obligations”). Except as otherwise provided
herein, any unvested equity grants shall be forfeited as of the date of termination, and any vested
equity awards shall be treated as specified in the applicable equity plan and award agreement.
-3-
(b) Termination Without Cause or Resignation For Good Reason in Absence of
Change in Control. Company may terminate Executive’s employment at any time without Cause upon
30 days prior written notice to Executive. Upon Executive’s involuntary termination of employment
by the Company without Cause outside of a Change in Control Period (as defined in subsection (c)
below), or Executive’s resignation for Good Reason outside of a Change in Control Period, the Term
shall end and, in addition to the Accrued Obligations, Executive shall be entitled to receive a
lump sum severance payment in an amount equal to (x) two (2) times (y) the sum of (i) Executive’s
then in effect Base Salary, plus (ii) Executive’s Bonus Amount (defined below). Except as
otherwise provided herein, any unvested equity grants shall be forfeited as of the date of
termination, and any vested equity awards shall be treated as specified in the applicable equity
plan and award agreement. For the avoidance of doubt, the nonextension of the Term by the Company
pursuant to Section 1 shall not be treated as a termination without Cause under this Section 4(b).
(c) Termination Without Cause, Non-Renewal or Resignation For Good Reason Prior
to, Upon or Following a Change in Control. Upon Executive’s termination of employment by the
Company without Cause within six months prior to, upon, or within 24 months following a Change in
Control (“Change in Control Period”), Executive’s termination of employment by nonextension of the
Term by the Company pursuant to Section 1 during a Change in Control Period, or Executive’s
Resignation for Good Reason during a Change in Control Period, the Term shall end and, in addition
to the Accrued Obligations, Executive shall be entitled to receive a lump sum severance payment in
an amount equal to (x) two times (y) the sum of (i) Executive’s then in effect Base Salary, plus
(ii) Executive’s Bonus Amount (defined below). In addition, any unvested equity awards that were
granted prior to the Change in Control Period shall fully vest (and, for stock options, become
exercisable) and otherwise shall be treated as specified in the applicable equity plan and award
agreement. For the avoidance of doubt, the nonextension of the Term by the Company pursuant to
Section 1 during the Change in Control Period shall be treated as a termination without Cause
hereunder. Notwithstanding anything to the contrary in this Section 4(c), if Executive’s employment
is terminated during the period that is six months prior to a Change in Control, and such
termination is in anticipation of such Change in Control or not related to Executive’s
unsatisfactory performance and not as a result of Cause, Executive will become entitled to all
payments and accelerated equity award vesting and exercisability pursuant to this Section 4(c) upon
the Change in Control (offset by any payments made pursuant to Section 4(b) or 4(d), as
applicable).
(d) Nonrenewal by Company. If the Company provides notice to Executive
pursuant to Section 1 that the Term will not be extended, the Term shall end on the scheduled date
and, in addition to the Accrued Obligations, Executive shall be entitled to receive a lump sum
severance payment in an amount equal to 1.85 multiplied by Executive’s then in effect Base Salary.
Any unvested equity grants shall be forfeited as of the date of termination, and any vested equity
awards shall be treated as specified in the applicable equity plan and award agreement.
(e) Failure to Obtain TS/SCI Clearance. Notwithstanding Sections 4(a)
through 4(c), if Executive does not obtain a TS/SCI clearance prior to April 5, 2012, the Company
may, in its sole discretion, terminate Executive’s employment hereunder after April 5, 2012. In
such event, the Term shall end and, in addition to the Accrued Obligations, Executive shall be
entitled to receive a lump sum severance payment in an amount equal to the sum of (i) three months
of Executive’s then in effect Base Salary, plus (ii) the product of (A) 85% of Executive’s then in
effect Base Salary and (B) a fraction, the numerator of which is 90 and the denominator of which
is 365, plus (iii) the product of (A) 85% of Executive’s then in effect Base Salary and (B) a
fraction, the numerator of which is the number of days Executive is employed by the Company in the
year of termination and the denominator of which is 365. For the avoidance of doubt, there will be
no award under Section 3(d) for such year. Any unvested equity grants shall be forfeited as of the
date of termination, and any vested equity awards shall be treated as specified in the applicable
equity plan and award agreement.
-4-
(f) Welfare Benefits. Executive’s eligibility to participate in the
Company’s medical, dental, and vision benefit plans and other insured welfare benefits (such as
life, accident, and disability coverage) will terminate upon Executive’s termination of employment according to the terms of the relevant
benefit plan. Executive may elect to participate in medical, dental, and vision benefits provided
through an outside vendor, in conjunction with continued insurance coverage available to Executive
under the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at COBRA rates
for up to eighteen (18) months. In the event Executive is entitled to severance payment benefits
pursuant to Section 4(b), 4(c) or 4(d) above, the Company shall continue to provide all welfare
benefits provided to Executive immediately before such termination (including, without limitation,
health and life insurance, but excluding disability insurance) for a period following Executive’s
termination of employment equal to the period with respect to which Executive’s Base Salary is paid
as severance, at the Company’s sole cost; provided, however, that to the extent Executive becomes
re-employed and eligible for benefits with another employer prior to the expiration of such period,
Executive will elect such benefits and promptly notify the Company so that the Company will have no
further obligation to provide benefits under this subsection (f) unless, and then only to the
extent that, the benefits that are being provided by the Company are more favorable than such
benefits provided by the other company. Any medical, dental and vision continuation coverage
provided pursuant hereto shall be deemed “alternative coverage” for purposes of COBRA.
(g) Release of Claims. The payment and provision of any and all severance
benefits pursuant to Sections 4(b), (c), (d) and (e) above shall be conditioned upon and subject to
execution of a Release of Claims by Executive at the time of termination of employment in the form
attached to this Agreement as Exhibit A. All lump-sum payments due pursuant to this Agreement
shall be payable on the 30th day following the date of termination (or on the next
business day, if the 30th day is a weekend day or a holiday). The payment of the
Accrued Obligations is not subject to Executive’s execution of a Release of Claims.
5. Definition of Terms. The following terms referred to in this Agreement
shall have the following meanings:
(a) Bonus Amount. “Bonus Amount” shall mean the average of actual annual
bonuses payable under Section 3(b) to Executive with respect to the two fiscal years immediately
preceding the year which the Executive’s employment terminates; provided, however, that (i) any
such fiscal year in which the Executive was not employed by the Company shall be disregarded, and
(ii) if one of the fiscal years taken into account is 2011, the actual bonus paid with respect to
such year shall be annualized for purposes of determining the Bonus Amount. Notwithstanding the
foregoing, in the event Section 4(c) applies the Bonus Amount shall be the Executive’s Target Bonus
under Section 3(b).
(b) Change in Control. “Change in Control” shall mean the occurrence of any
of the following events:
(i) Any person (other than persons who are employees of the Company at any
time more than one year before a transaction) becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 50% or more of the combined voting
power of the Company’s then outstanding equity securities. In applying the preceding
sentence, (A) securities acquired directly from the Company or its affiliates, or from an
underwriter pursuant to a public offering, by or for the person shall not be taken into
account, and (B) an agreement to vote securities shall be disregarded unless its ultimate
purpose is to cause what would otherwise be Change in Control, as reasonably determined by
the Board;
(ii) The Company consummates a merger, or consolidation of the Company with
any other corporation unless: (a) the voting securities of the Company outstanding
immediately before the merger or consolidation would continue to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity)
at least 50% of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; and (b) no
person (other than persons who are employees at any time more than one year before a
transaction) becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of the Company’s then
outstanding securities;
-5-
(iii) The stockholders of the Company approve an agreement for the sale or
disposition by the Company of all, or substantially all, of the Company’s assets; or
(iv) The stockholders of the Company approve a plan or proposal for
liquidation or dissolution of the Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of the Company immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.
(c) Cause. “Cause” shall mean:
(i) conviction of a felony or a crime involving fraud or moral turpitude; or
(ii) theft, material act of dishonesty or fraud, intentional falsification of
any employment or Company records, or commission of any criminal act which significantly
impairs Executive’s ability to perform appropriate employment duties for the Company; or
(iii) intentional or reckless conduct or gross negligence materially harmful
to the Company or the successor to the Company after a Change in Control , including
violation of a non-competition or confidentiality agreement; or
(iv) Executive’s loss of TS/SCI clearance as a result of Executive’s
misconduct; or
(v) willful failure to follow lawful instructions of the person or body to which
Executive reports; or
(vi) gross negligence or willful misconduct in the performance of Executive’s
assigned duties. Cause shall not include mere unsatisfactory performance in the
achievement of Executive’s job objectives.
(d) Disability. “Disability” means a physical or mental illness, injury, or
condition that prevents Executive from performing substantially all of Executive’s duties
associated with Executive’s position or title with the Company for at least 90 days in a 12-month
period.
(e) Resignation for Good Reason. Resignation for “Good Reason” shall mean,
without the express written consent of Executive, the occurrence of one of the following arising on
or after the Effective Date, as determined in a manner consistent with Treasury Regulation Section
1.409A-1(n)(2)(ii):
(i) a material reduction or change in Executive’s title or job duties,
responsibilities and requirements inconsistent with Executive’s position with the Company
and Executive’s prior duties, responsibilities and requirements, including in connection
with an assignment permitted by Section 10(j);
(ii) following a Change in Control, a material reduction or change in the
authority, duties or responsibilities of the supervisor to whom Executive is required to
report, including a requirement that Executive report to a corporate officer or employee
instead of reporting directly to the board of directors of the ultimate parent entity;
-6-
(iii) any reduction of Executive’s then in effect Base Salary or Executive’s
Target Bonus as set forth in Section 3(b);
(iv) Executive’s refusal to relocate to a facility or location more than
thirty (30) miles from the Company’s current corporate headquarters; or
(v) any material breach of this Agreement by Company.
In the case of Executive’s allegation of Good Reason, (i) Executive shall provide written
notice to the Company of the event alleged to constitute Good Reason within 30 days after the
initial occurrence of such event, and (ii) the Company shall have the opportunity to remedy the
alleged Good Reason event within 30 days from receipt of notice of such allegation (the “Cure
Period”). If not remedied within the Cure Period, Executive may submit a written notice of
termination, provided that the notice of termination must be given no later than 90 days after the
expiration of the Cure Period; otherwise, Executive is deemed to have accepted such event, or the
Company’s remedy of such event, that may have given rise to the existence of Good Reason; provided,
however, such acceptance shall be limited to the occurrence of such event and shall not waive
Executive’s right to claim Good Reason with respect to future similar events.
6. Golden Parachute Limitation. Notwithstanding any other provision of this
Agreement, in the event that it shall be determined that the aggregate payments or distributions by
the Company to or for the benefit of Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute
“excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated
thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by
Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest
or penalties with respect to such excise tax (the total excise tax, together with any interest and
penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall
be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no
portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking
into account the applicable Federal, state or local income and employment taxes and the Excise Tax,
results in the receipt by Executive, on an after-tax basis, of the greatest amount of benefits,
notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the
event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be
reduced such that the reduction of compensation to be provided to Executive as a result of this
Section 6 is minimized. In applying this principle, the reduction shall be made in a manner
consistent with the requirements of Section 409A and where two economically equivalent amounts are
subject to reduction but payable at different times, such amounts shall be reduced on a pro rata
basis (but not below zero). All calculations required pursuant to this Section 6 shall be
performed in good faith by nationally recognized registered public accountants or tax counsel
selected by the Company.
7. Successors. Any successor to the Company (whether direct or indirect and
whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and/or assets shall assume the obligations under this
Agreement and agree expressly to perform the obligations under this Agreement in the same manner
and to the same extent as the Company would be required to perform such obligations in the absence
of a succession. The terms of this Agreement and all of Executive’s rights hereunder shall inure
to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.
8. Notice. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when personally delivered
or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid.
Mailed notices to Executive shall be addressed to Executive at the home address which Executive
most recently communicated to the Company in writing. In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be directed to the
attention of its General Counsel.
-7-
9. Proprietary Information, Invention and Non-Competition Agreement.
Executive acknowledges and agrees that the provision of benefits hereunder by the Company is
subject to Executive’s compliance with the Company’s Proprietary Information, Invention and
Non-Competition Agreement attached hereto as Exhibit B, and that no benefits shall be provided
hereunder in the event Executive violates such Agreement.
10. Miscellaneous Provisions.
(a) No Duty to Mitigate. Executive shall not be required to mitigate the
amount of any benefit contemplated by this Agreement (whether by seeking new employment or in any
other manner), nor, except as otherwise provided in this Agreement (including without limitation,
Sections 4(b), (c) and (d)), shall any such benefit be reduced by any earnings or benefits that
Executive may receive from any other source.
(b) Waiver. No provision of this Agreement shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by
Executive and by an officer of the Company (other than Executive) expressly authorized by the Board
to sign said waiver. No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered a waiver of any
other condition or provision or of the same condition or provision at another time.
(c) Entire Agreement. This Agreement constitutes the entire understanding
between the parties with respect to the matters addressed herein, superseding all negotiations,
prior discussions and agreements, written or oral, concerning Executive’s employment arrangements.
(d) Non-Duplication of Benefits. Any severance benefits payable under the
terms of this Agreement will be offset and not augmented by other compensation or benefits of the
same or similar type payable under any other severance-related arrangement. It is intended that
this Agreement not duplicate benefits Executive is entitled to under the Company’s regular
severance policy, any related policies, or any other contracts, agreements or arrangements between
Executive and the Company.
(e) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of Colorado without
reference to conflict of laws provisions.
(f) Severability. If any term or provision of this Agreement or the
application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of
such invalidity or unenforceability without invalidating or rendering unenforceable the remaining
terms and provisions of this Agreement or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or unenforceable, and a suitable and
equitable term or provision shall be substituted therefor to carry out, insofar as may be valid and
enforceable, the intent and purpose of the invalid or unenforceable term or provision.
(g) Jurisdiction, Venue and Waiver of Jury Trial. EXECUTIVE AND THE COMPANY
AGREE THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT, ITS
VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF EXECUTIVE AND THE COMPANY, THEIR SUCCESSORS AND
ASSIGNS, SHALL BE INITIATED AND PROSECUTED AS TO ALL PARTIES AND THEIR HEIRS, SUCCESSORS AND
ASSIGNS IN DENVER, COLORADO. EXECUTIVE AND THE COMPANY EACH CONSENTS TO AND SUBMITS TO THE
EXERCISE OF JURISDICTION OVER HIM OR ITS PERSON BY ANY COURT SITUATED IN DENVER, COLORADO, HAVING
JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO EXECUTIVE AND
THE COMPANY AT THEIR ADDRESSES SET FORTH ABOVE AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
FIVE (5) BUSINESS DAYS AFTER SUCH PROCESS SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE
PREPAID. EACH PARTY WAIVES TRIAL BY JURY, ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND
ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.
-8-
(h) No Assignment of Benefits. The rights of any person to payments or
benefits under this Agreement shall not be made subject to option or assignment, either by
voluntary or involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditor’s process, and any action in violation of
this subsection (h) shall be void.
(i) Employment Taxes. Any payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.
(j) Assignment by Company. The Company may assign its rights under this
Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another
affiliate of the Company or to the Company; provided, however, that no assignment shall be made if
the net worth of the assignee is less than the net worth of the Company at the time of assignment.
In the case of any such assignment, the term “Company” when used in a section of this Agreement
shall mean the corporation that actually employs Executive.
(k) Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute one and the same
instrument.
(l) Executive Representations. Executive represents and warrants that his
entering into this Agreement, and his performance of services for the Company hereunder, will not
violate any covenant or agreement to which Executive is a party.
11. Application of Section 409A. This Agreement is intended to comply with
Code Section 409A and the Treasury Regulations promulgated thereunder (“Section 409A”) and shall be
construed accordingly. It is the intention of the parties that payments or benefits payable under
this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A.
To the extent such potential payments or benefits are or could become subject to Section 409A, the
Parties shall cooperate to amend this Agreement with the goal of giving Executive the economic
benefits described herein in a manner that does not result in such tax or interest being imposed.
Notwithstanding anything in this Agreement to the contrary, the following provisions shall apply.
For purposes of this Agreement, whenever and to the extent that it would be necessary to
comply with the requirements of Section 409A, Executive’s employment will be treated as terminating
when and only when Executive experiences a Separation from Service. For purposes of this
Agreement, the term “Separation from Service” means when Executive dies, retires or otherwise has a
termination of employment from the Company that constitutes a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h).
If a payment that could be made under this Agreement would be subject to additional taxes and
interest under Section 409A, the Company in its sole discretion may accelerate some or all of a
payment otherwise payable under the Agreement to the time at which such amount is includible in the
income of Executive, provided that such acceleration shall only be permitted to the extent
permitted under Treasury Regulation Section 1.409A-3(j)(4)(vii) and the amount of such acceleration
does not exceed the amount permitted under Treasury Regulation Section 1.409A-3(j)(vii).
No payment to be made under this Agreement shall be made at a time earlier than that provided
for in this Agreement unless such payment is (i) an acceleration of payment permitted to be made
under Treasury Regulation Section 1.409A-3(j)(4) or (ii) a payment that would otherwise not be
subject to additional taxes and interest under Section 409A. Each payment of benefits pursuant to
Sections 5 or 6 shall be a separate payment to the maximum extent permitted by Section 409A.
-9-
The portion of any payment under this Agreement that would constitute a “short-term deferral”
within the meaning of Treasury Regulation Section 1.409A-1(b)(4),would meet the requirements for
separation pay due to involuntary separation from service under Treasury Regulation Section
1.409A-1(b)(9)(iii), or would otherwise be exempt from Section 409A shall be treated as a
separately identified and determinable amount for purposes of Section 409A.
In the event that the Company becomes subject to the sanctions imposed pursuant to Section
2716 of the Public Health Service Act by reason of this Agreement, the parties shall cooperate to
amend this Agreement with the goal of giving Executive the economic benefits described herein in a
manner that does not result in such sanctions being imposed.
Notwithstanding any other provision in this Agreement, if (i) Executive is a “specified
employee” on the date of the Executives “separation from service” within the meaning of Code
Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i), and (ii) as a result of such separation from
service the Executive would receive any payment that, absent the application of this paragraph,
would be subject to the interest and additional tax imposed pursuant to Code Section 409A(a) as a
result of the application of Code Section 409A(a)(2)(B)(i), then such payment shall be made on the
date that is the earliest of: (A) the first day following the day that is 6 months after the
Executive’s separation from service, (B) the Executive’s date of death, or (C) such other date on
which such payment will not be subject to such interest and additional tax.
-10-
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.
|
DIGITALGLOBE, INC. |
XXXXXXX X. XXXX | |||
| By: | ||||
| Name: | Executive Signature | |||
| Title: | Chief Financial Officer | |||
-11-
Exhibit A
RELEASE OF CLAIMS
This Release of Claims is entered into by and between DigitalGlobe, Inc., a Colorado
corporation (the “Company”), and Xxxxxxx X. Xxxx (“Executive”). It is entered into pursuant to the
terms of an Employment Agreement (the “Agreement”) between Executive and Company dated , 2011 and in order to resolve amicably all matters between Executive
and the Company concerning the Agreement and Executive’s termination of employment with the Company
and benefits payable to Executive under the terms of the Agreement.
1. Termination of Employment. Executive’s employment with the Company has been
terminated as a result of a Change in Control, an involuntary termination without Cause or a
voluntary resignation for Good Reason, as defined in the Agreement, by which Executive became
eligible for benefits upon termination of employment.
2. Severance Pay. On the 30th day following the date of
termination (or on the next business day, if the 30th day is a weekend day or a
holiday), the Company agrees to pay to Executive as a payment of all monetary amounts due to
Executive under the terms of the Agreement the lump sum of $ , less customary employee
withholdings. Executive is also eligible for certain other continuation of benefits under the
terms of the Agreement. Executive acknowledges that Executive has no entitlement to said benefits
except according to the terms of the Agreement, which includes a requirement that Executive execute
this Release of Claims.
3. Sole Entitlement. Executive acknowledges and agrees that no other monies
or benefits are owing to Executive except as set forth in the Agreement.
4. Return of Property and Documents. Executive states that Executive has
returned to the Company all property and documents of the Company which were in Executive’s
possession or control, including without limitation access cards, Company-provided credit cards,
computer equipment and software.
5. Confidentiality and Nondisparagement Agreement. Executive agrees to
abide by the terms of any confidentiality, nondisparagement, nonsolicitation, and non-competition
agreement(s) that Executive previously executed in connection with his employment with the Company.
Executive agrees not to make any communications or engage in any conduct that is or can reasonably
be construed to be disparaging of the Company, its officers, directors, employees, agents,
stockholders, products or services. The Company agrees not to make any communications or engage in
any conduct that is or can reasonably be construed to be disparaging of Executive.
6. Release. Executive (for herself, his agents, heirs, successors, assigns,
executors and/or administrators) does hereby and forever release and discharge the Company and its
past and present parent, subsidiary and affiliated corporations, divisions or other related
entities, as well as the successors, shareholders, officers, directors, heirs, predecessors,
assigns, agents, employees, attorneys and representatives of each of them, past or present
(hereinafter the “Releasees”) from any and all causes of action, actions, judgments, liens, debts,
contracts, indebtedness, damages, losses, claims, liabilities, rights, interests and demands of
whatsoever kind or character, known or unknown, suspected to exist or not suspected to exist,
anticipated or not anticipated, whether or not heretofore brought before any state or federal court
or before any state or federal agency or other governmental entity, which Executive has or may have
against any released person or entity by reason of any and all acts, omissions, events or facts
occurring or existing prior to the date hereof, including, without limitation, all claims
attributable to the employment of Executive, all claims attributable to the termination of that
employment, and all claims arising under any federal, state or other governmental statute,
regulation or ordinance or common law, such as, for example and without limitation, Title VII of
the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act which prohibits discrimination on the basis of age over 40, and wrongful termination
claims, excepting only those obligations expressly recited to be performed hereunder and any
rights to indemnification, advancement of expenses, or insurance to which Executive is
entitled under the Agreement, the Company’s Certificate of Incorporation, Bylaws or otherwise.
-1-
In light of the intention of Executive (for herself, his agents, heirs, successors,
assigns, executors and/or administrators) that this release extend to any and all claims of
whatsoever kind or character, known or unknown, Executive expressly waives any and all rights
granted by California Civil Code Section 1542 or any other analogous federal or state law or
regulation. Section 1542 reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent
Executive from filing a charge with, or participating in any proceeding or investigation by, the
Equal Employment Opportunity Commission or affiliated state agency. However, Executive
acknowledges that, in accordance with this Release, he has no right to recover any monies on behalf
of herself, his agents, heirs, successors, assigns, executors and/or administrators in connection
with, or as a result of, such charge, investigation, or proceeding.
7. No Actions Pending. Executive agrees that he has not filed, nor will he file
in the future, any claims, actions or lawsuits against any of the Releases relating to Executive’s
employment with the Company, or the termination thereof, except as contemplated hereby.
8. No Admissions. Nothing contained herein shall be construed as an
admission of wrongdoing or liability by either party hereto.
9. Entire Agreement; Miscellaneous. This Agreement constitutes a single
integrated contract expressing the entire agreement of the parties with respect to the subject
matter specifically addressed herein and supersedes all prior and contemporaneous oral and written
agreements and discussions with respect to the subject matter hereof. There are no other
agreements, written or oral, express or implied, between the parties hereto, concerning the subject
matter hereof, except as set forth herein. This Agreement may be amended or modified only by an
agreement in writing, and it shall be interpreted and enforced according to the laws of the State
of Colorado. Should any of the provisions of the Agreement be determined to be invalid by a court
of competent jurisdiction, it is agreed that this shall not affect the enforceability of the other
provisions herein.
10. Waiting Period and Right of Revocation. EXECUTIVE ACKNOWLEDGES THAT
EXECUTIVE IS AWARE AND IS HEREBY ADVISED THAT EXECUTIVE HAS THE RIGHT TO CONSIDER THIS AGREEMENT
FOR TWENTY-ONE DAYS BEFORE SIGNING IT, ALTHOUGH EXECUTIVE IS NOT REQUIRED TO WAIT THE ENTIRE
TWENTY-ONE DAY PERIOD; AND THAT IF EXECUTIVE SIGNS THIS AGREEMENT PRIOR TO THE EXPIRATION OF
TWENTY-ONE DAYS, EXECUTIVE IS WAIVING THIS RIGHT FREELY AND VOLUNTARILY. EXECUTIVE ALSO
ACKNOWLEDGES THAT EXECUTIVE IS AWARE AND IS HEREBY ADVISED OF EXECUTIVE’S RIGHT TO REVOKE THIS
AGREEMENT FOR A PERIOD OF SEVEN DAYS FOLLOWING THE SIGNING OF THIS AGREEMENT AND THAT IT SHALL NOT
BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. TO REVOKE THIS AGREEMENT,
EXECUTIVE MUST NOTIFY THE COMPANY IN WRITING WITHIN SEVEN DAYS OF SIGNING IT.
11. Attorney Advice. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS AWARE OF
EXECUTIVE’S RIGHT TO CONSULT AN ATTORNEY, THAT EXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN
ATTORNEY, AND THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR
TO SIGNING THIS AGREEMENT.
12. Understanding of Agreement. Executive states that Executive has
carefully read this Agreement, that Executive fully understands its final and binding effect, that
the only promises made to Executive to sign this Agreement are those stated above, and that
Executive is signing this Agreement voluntarily.
-2-
| Dated: | ||||
| Xxxxxxx X. Xxxx | ||||
| DIGITALGLOBE, INC. |
||||
| Dated: | By: | |||
| Name: | ||||
| Title: | ||||
-3-
Exhibit B
Executive Proprietary Information, Invention
and Non-Competition Agreement
and Non-Competition Agreement
| Executive name (Please type or print) Xxxxxxx X. Xxxx |
Company location |
I acknowledge that, during my employment with DigitalGlobe Inc. or by any of its subsidiaries,
including any business entity of DigitalGlobe or any of its subsidiaries (such corporation, its
successors and the subsidiaries of such corporation or of its successors being hereinafter
individually and collectively called “DigitalGlobe” or “the Company”), I shall be in a position of
confidence and trust, and shall have access to various data, technical developments and
improvements, processes, tools, customer data and relationships, business plans, customer lists,
marketing programs, price lists, salary and human resource information and other trade secrets
and/or confidential information relating to the business of DigitalGlobe. I further recognize
that, in providing highly specialized services for a wide variety of customers within an
increasingly competitive global market, DigitalGlobe has a proprietary interest in all trade secret
and other confidential information that I may acquire during the course of my employment which, if
disclosed to competitors, would cause DigitalGlobe to suffer immediate and substantial injury. In
addition, I acknowledge that I am a member of DigitalGlobe’s executive and management staff. Thus,
I recognize that it is in DigitalGlobe’s legitimate business interest to restrict my use of such
trade secrets and confidential or proprietary information for any purpose other than the discharge
of my employment duties at DigitalGlobe, and accordingly enter into this Proprietary Information,
Invention and Non-Competition Agreement (herein “Agreement”).
Therefore, in consideration of my employment (it being understood that this Agreement does not
itself give me rights to employment or continued employment) by DigitalGlobe, I agree as follows:
1. I will not directly or indirectly during or after the term of my employment:
| (a) | transfer or allow to be transferred, any information that is classified for
purposes of national security, to any person, firm or organization not authorized to
receive it; or |
||
| (b) | transfer, or allow to be transferred, any of the Company’s proprietary data or
information, whether relating to products, equipment, inventions, ideas, designs,
processes, research, software, customers, personnel, or otherwise, and including,
without limitation, any of the Company’s manufacturing, technical or scientific
know-how, methodologies, customers’ data, marketing programs, suppliers, pricing or
bidding strategies, bids or proposals submitted or contemplated, customer contracts,
and salary and human resource information or practices, to any person, firm or
organization not authorized by the Company to receive it, or to use any of such
proprietary data or information other than for the sole benefit of the Company; or |
||
| (c) | transfer, or allow to be transferred, any drawing, sketch, layout, formula,
specification, report, written manufacturing, technical, or business information or the
like owned by the Company, or any copy thereof, to any person, firm or organization not
authorized by the Company to receive it; or |
||
| (d) | transfer, or allow to be transferred, any information that is not generally
known outside the Company or that is designated by the Company as “Confidential” or
“Restricted Confidential” or is similarly designated, to any person, firm or
organization not authorized by the Company to receive it, or to use any of such
designated information other than for the sole benefit of the Company; or |
||
-4-
| (e) | transfer, or allow to be transferred, any information not generally publicly
known that is designated by a third party as “limited”, “private”, “confidential”,
“proprietary” or is similarly designated, that the Company is contractually or otherwise obligated to protect from
unauthorized disclosure, to any person, firm or organization not authorized by the
Company to receive it, or use any such third party information other than for the
benefit of the Company for purposes authorized by the Company; or |
||
| (f) | transfer, or allow to be transferred, any information pertaining to technology
that has been deemed to be “controlled technology” as defined by the United States
Department of Commerce, Bureau of Export Administration (BXA). |
2. I will keep myself informed of the Company’s policies and procedures for safeguarding
Company-controlled property, including all proprietary data and information, and will strictly
comply therewith at all times. I will not, except when authorized by the Company, remove any
Company-controlled property from Company premises. I will return to the Company, immediately upon
termination of my employment or upon my transfer within the Company, all Company-controlled
property in my possession or control.
3. I will grant and do hereby grant to the Company the sole and exclusive ownership of (including
the sole and exclusive right to reproduce, use or disclose for any purpose) any and all reports,
articles, books, recordings, audio-visual works, drawings, blueprints, data, software, firmware,
writings and technical information and copyrights in the foregoing made or prepared by me alone or
with others during the term of my employment, whether or not made or prepared in the course of my
employment, that relate to the Company’s business or to apparatus, compositions of matter or
methods pertaining to the Company’s business. I acknowledge that all such materials are the
property of the Company within the scope of paragraph 1(b) and 1(c) above.
4. I will assign, and do hereby assign, to the Company or to its nominee, all my right, title and
interest in each invention made or conceived during the term of my employment by me alone, or with
others without further consideration. During or after the term of my employment, I will execute,
acknowledge and deliver such assignments, affidavits, and other instruments prepared by the Company
or its nominee, and do such other things as will assist the Company, or its nominee to obtain
patents on such invention in any and all countries, all without further consideration, other than
reimbursement of my expenses. I acknowledge that the expenses for which I might request
reimbursement from the Company be limited to mailing charges and notary fees and other such
expenses authorized in writing in advance by the Company, or its nominee.
5. There are excluded from the operation of paragraph 4:
| (a) | all patents issued in my name, alone or with others, prior to the date of my
first employment by the Company; and inventions for which no equipment, supplies,
facility or trade secret information of the Company was used and which were developed
entirely on my own time, and: |
| (1) | do not relate directly to the business of the Company or to the
Company’s actual or demonstrably anticipated research or development |
||
| (2) | which do not result from any work performed by me for the
Company; and |
| (b) | the inventions that are listed in the Appendix of this Agreement. |
6. To the extent permitted by applicable state law, I agree that I shall not, during my employment
at DigitalGlobe and for a period of one (1) year after the termination of my employment at
DigitalGlobe, directly or indirectly:
| (a) | recruit, solicit, attempt to persuade, or assist in the recruitment or
solicitation of, any employee of the Company who was an employee, officer or agent of
the Company during the three month period immediately preceding the date of termination
of my employment, for the purpose of employing him or obtaining his services or
otherwise causing him to leave his employment with the Company; |
-5-
| (b) | solicit or divert to any competing business any customer or prospective
customer to which I had contact during the eighteen (18) months prior to leaving
DigitalGlobe unless previously approved by DigitalGlobe in writing; or |
||
| (c) | become employed by or perform professional services of the type I provided
while employed by DigitalGlobe, for any competitor of DigitalGlobe in its direct
business lines, including, but not limited to, satellite and aerial imagery operations,
product distribution, mapping and other value added services, by directly or indirectly
taking any of the following actions: |
| (1) | owning, managing, operating, joining, controlling or providing
services to any entity, regardless of entity form or location, that engages in
or is seeking to engage in the current or planned business activities of the
Company; |
||
| (2) | serving as an employee, agent, consultant, officer, or director
of any such entity; or |
||
| (3) | inducing or attempting to induce any customer, supplier, or
business relation of the Company to cease doing business with the Company, or
in any other way interfering with the relationship between any customer,
supplier or business relation and the Company. |
If, after termination of my employment with the Company, I violate the covenants contained in this
paragraph, then the duration of the covenant shall be extended from the date I resume compliance
with the covenant, reduced by the number of days following my termination that I was not in
violation of the covenant.
7. If the period of time or the area specified in Paragraph 6 should be adjudged unreasonable in
any proceeding, then the period of time shall be reduced by such numbers of months or the area
reduced by the elimination of such portion thereof or both so that such restrictions may be
enforced in such area and for such time as are adjudged to be reasonable.
8. I acknowledge that the restrictions contained in this Agreement, in view of the global nature of
the Company’s business, are reasonable and necessary in order to protect the legitimate interests
of DigitalGlobe, and that any violation thereof would result in irreparable injuries to
DigitalGlobe. In the event of any violation of any of these restrictions, I acknowledge that
DigitalGlobe shall be entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of all earnings,
profits, and other benefits arising from such violation, which rights shall be cumulative and in
addition to any other rights or remedies to which DigitalGlobe may be entitled.
9. This Agreement constitutes the entire Agreement between the parties in connection with the
subject matter hereof, supersedes any and all prior agreements or understandings between the
parties, and may only be changed by agreement in writing between the parties.
10. This Agreement shall be governed by, and construed in accordance with, the law of the State of
Colorado without regard to its conflict of laws principles.
11. This Agreement will be binding upon and inure to the benefit of the Company, its successors and
assigns. This Agreement may be assigned in whole or in part by the Company to a successor to all
or substantially all of the business or assets of the Company or the sub-portion of the business or
assets of the Company that relate to Executive’s duties; or to any subdivision or part of the
company; or to any entity which is a subsidiary or affiliate of the Company. I acknowledge that my
obligations under this Agreement are binding upon my heirs, assigns and legal representatives.
I HAVE READ AND I UNDERSTAND THIS AGREEMENT AND
ACKNOWLEDGE RECEIPT OF A COPY THEREOF:
| (Executive’s signature) | (Date) | (Witness) | ||
-6-
APPENDIX
| Xxxxxxx X. Xxxx | ||
| Executive name (Please type or print) | Company location |
List of unpatented inventions owned or controlled by me on the date of entering these services
including documents which disclose same. (A disclosure of the inventions themselves is not called
for; what is wanted is an identification of the source documents, such as patent applications, or
drawings, identified by number, title and/or date.) This information should appear on the back of
all copies of this Agreement.
NONE
-7-
