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EXHIBIT 10.10
INTRACEL CORPORATION
EMPLOYMENT AGREEMENT
This Agreement is made this June 1, 1998, by and between Intracel
Corporation ("Intracel" or "Company"), a Delaware corporation of 0000 X.X.
Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx, and its affiliates and
subsidiaries, including but not limited to the Diagnostics Division of the
Company, and Xxxxxx X. Xxxxxx ("Strong" or "Employee") at 00 Xxxxxx Xxxx,
Xxxxxxxxxx, XX 00000, hereby agrees to enter into an employment agreement based
on the terms below listed:
1. Title: Ms. Strong shall be employed by Intracel in the capacity of
President of the Company's Diagnostic Division. As such, Ms. Strong shall
perform all duties required in accord with said position as demanded.
2. Compensation: Ms. Strong shall be entitled to $160,000 per annum or as may
be amended from time to time. The Employee will be eligible for bonuses at
the discretion of management, such bonuses to be tied to performance goals
to be agreed upon between Employee and the Company.
3. Vacation: Employee will be entitled to three (3) weeks paid vacation per
annum.
4. Other Benefits: Employee shall be entitled to participation in the
Company's Health Plan and 401K plan, as amended from time to time at the
Company's discretion.
5. Performance Review: Employee shall be reviewed by the relevant supervisor
not less than one (1) time per annum.
6. Definitions:
(a) Proprietary Information. As used in this Agreement, "Proprietary
Information" means information which the Company possesses or to
which the Company has rights which has commercial value.
Proprietary Information includes, by way of example and without
limitation, trade secrets, product ideas, designs,
configurations, processes, techniques, formulas, software,
improvements, inventions, data, know-how, copyrightable
materials, marketing plans and strategies, sales and financial
reports and forecasts, and customer lists. Proprietary
Information includes information developed by Employee in the
course of this employment of by Company or otherwise relating to
Inventions which belong to the Company under Section 9 below, as
well as other information to which Employee may have access in
connection with this employment.
(b) Inventions and Developments. As used in this Agreement,
"Inventions and Developments" means any and all inventions,
developments, creative works and
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useful ideas of any description whatsoever, whether or not patentable.
Inventions and Developments include, by way of example and without
limitation, discoveries and improvements which consist of or relate to
any form of Proprietary Information.
(c) Company-Related Inventions and Developments. For purposes of this
Agreement, "Company-Related Inventions and Developments" means all
Inventions and Developments which either (a) relate at the time of
conception or development to the actual or demonstrably anticipated
business of the Company or to its actual or demonstrably anticipated
research and development; (b) result from or relate to any work
performed for the Company, whether or not during normal business hours;
(c) are developed on Company time; or (d) are developed through the use
of the Company's Proprietary Information, equipment and software, or
other facilities or resources.
7. Confidentiality. Employee understands and agrees that this employment
creates a relationship of confidence and trust between Employee and the
Company with respect to (a) all Proprietary information, and (b) the
confidential information of others with which the Company has a business
relationship. The information referred to in clauses (a) and (b) of the
preceding sentence is referred to in this Agreement, collectively, as
"Confidential Information". At all times, both during this employment with
the Company and after its termination, Employee will keep in confidence and
trust all such Confidential Information, and will not use or disclose any
such Confidential Information without the written consent of the Company,
except as may be necessary in the ordinary course of performing Employee's
duties to the Company. The restrictions set forth in this Section 9 will
not apply to information which is generally known to the public or in the
trade, unless such knowledge results from an unauthorized disclosure by
Employee, but this exception will not affect the application of any other
provision of this Agreement to such information in accordance with the
terms of such provision.
8. Documents, records, etc. All documents, records, apparatus, equipment and
other physical property, whether or not pertaining to Proprietary
Information, which are furnished to Employee by the Company or are produced
by Employee in connection with this employment will be and remain the sole
property of the Company. Employee will return to the Company all such
materials and property as and when requested by the Company. In any event,
Employee will return all such materials and property immediately upon
termination of this employment for any reason. Employee will not take in
any form any such material or property or any copies thereof upon such
termination.
9. Ownership of Inventions and Developments. Employee agrees that all
Company-Related Inventions and Developments which Employee conceives or
develops, in whole or in part, either alone or jointly with others, during
the term of this employment with the Company will be the sole property of
the Company. The Company will be the sole owner of all patents, copyrights
and other proprietary rights in and with respect to such Company-Related
Inventions and Developments. To the fullest extent permitted by law, such
Company-Related Inventions and Developments will be deemed works made for
hire. Employee
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hereby transfers and assigns to the Company and proprietary rights which
Employee may have or acquire in any such Company-Related Inventions and
Developments, and Employee waives any moral rights or other special rights
which Employee may have or accrue therein. Employee agrees to execute any
documents and take any actions that may be required to effect and confirm
such transfer and assignment and waiver. The provisions of this Section 9
will apply to all Company-Related Inventions and Developments which are
conceived or developed during the term of this employment with the Company,
whether before or after the date of this Agreement, and whether or not
further development or reduction to practice may take place after
termination of this employment, for which purpose it will be presumed that
any Company-Related Inventions and Developments conceived by Employee which
are reduced to practice within one year after termination of this
employment were conceived during the term of this employment with the
Company unless Employee is able to establish a later conception date by
clear and convincing evidence. The provisions of this Section 9 will not
apply, however, to any Inventions and Developments which may be disclosed
in a separate Schedule attached to this Agreement prior to its acceptance
by the Company, representing Inventions and Developments made by Employee
prior to this Employment by the Company.
10. Disclosure of Inventions and Developments. Employee agrees promptly to
disclose to the Company, or any persons designated by it, all
Company-Related Inventions and Developments which are or may be subject to
the provisions of Section 7.
11. Obtaining and Enforcing Proprietary Rights. Employee agrees to assist the
Company, at the Company's request from time to time and at the Company's
expense, to obtain and enforce patents, copyrights or other proprietary
rights with respect to Company-Related Inventions and Developments in any
and all countries. Employee will execute all documents reasonably necessary
or appropriate for this purpose. This obligation will survive the
termination of this employment, provided that the Company will compensate
Employee at a reasonable rate after such termination for time actually
spent by Employee at the Company's request on such assistance. In the event
that the Company is unable for any reason whatsoever to secure Employee's
signature to any document reasonable necessary or appropriate for any of
the foregoing purposes (including renewals, extensions, continuations,
divisions or continuations in part), Employee hereby irrevocably designates
and appoints the Company and its duly authorized officers and agents as
Employee's agents and attorneys-in-fact to act for Employee and on
Employee's behalf, but only for the purpose of executing and filing any
such document and doing all other lawfully permitted acts to accomplish the
foregoing purposes with the same legal force and effect as if executed by
Employee.
12. Competitive Activities. During the term of this employment with the Company
and for a period of 6 months thereafter, Employee will not, directly or
indirectly, whether as owner, partner, consultant, agent employee,
co-venturer or otherwise engage or participate in any business activity
anywhere in the world which develops, manufactures or markets products or
performs services which are competitive with the products or services of
the Company, or products or services which the Company has under
development or which are the subject of active planning at any time during
the term of this employment. Employee
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understands that the restrictions set forth in this Section 12 are intended
to protect the Company's interest in its Proprietary Information and
established customer relationships and goodwill, and agrees that such
restrictions are reasonable and appropriate for this purpose.
13. Third-Party Agreements and Rights. Employee hereby confirms that
Employee is not bound by the terms of any agreement with any previous
employer or other party which restricts in any way Employee's use or
disclosure of information or Employee's engagement in any business, except
as may be disclosed in a separate Schedule attached to this Agreement prior
to its acceptance by the Company. Employee has delivered to the Company true
and complete copies of any agreements listed on said Schedule. Employee
represents to the Company that Employee's execution of this Agreement,
Employee's employment with the Company and the performance of Employee's
proposed duties for the Company will not violate any obligations Employee
may have to any such previous employer or other party. In Employee's work
for the Company, Employee will not disclose or make use of any information
in violation of any agreements with or rights of any such previous employer
or other party, and Employee will not bring to the premises of the Company
any copies or other tangible embodiments of non-public information belonging
to or obtained from any such previous employment or other party.
14. Injunction. Employee agrees that it would be difficult to measure any
damages caused to the Company which might result from any breach by Employee
of the promises set forth in this Agreement, and that in any event money
damages would be an inadequate remedy for any such breach. Accordingly,
Employee agrees that if Employee breaches, or proposes to breach, any
portion of this Agreement, the Company shall be entitled, in addition to all
other remedies that it may have, to an injunction or other appropriate
equitable relief to restrain any such breach without showing or proving any
actual damage to the Company.
15. No Employment Term. Employee understands that this employment with the
Company is at will. Employee understands that as an at will employee,
Employee may resign from employment with the Company at any time and for any
reason and the Company may terminate this employment at any time and for any
reason. Employee understands that this provisions of this Agreement may only
be modified by a formal written employment contract signed by both Employee
and an authorized representative of the Company's management.
16. Binding Effect. This Agreement will be binding upon Employee and
Employee's heirs, executors, administrators and legal representatives and
will inure to the benefit of the Company, any subsidiary of the Company, and
its and their respective successors and assigns.
17. Severance. When discharged for (a) no cause, (b) the sale or divestiture
of all or substantially all of the Company's Diagnostic Division, or (c) a
change in the control of the Company, then Employee will be entitled to six
months severance at Employee's salary at the time of discharge.
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18. Enforceability. If any portion or provision of this Agreement is to any
extent declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of
such portion or provision in circumstances other than those as to which it
is so declared illegal or unenforceable, will not be affected thereby, and
each portion or provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law. In the event that any provision of
this Agreement is determined by any court of competent jurisdiction to be
enforceable by reason of excessive scope as to court geographic, temporal
or functional coverage, such provision will be deemed to extend only over
the maximum geographic, temporal and functional scope as to which it may
be enforceable.
19. Entire Agreement. This Agreement constitutes the entire agreement between
the Company and Employee with respect to the subject matter hereof, and
supersedes all prior representations and agreements with respect to such
subject matter except previous agreements with explicit bonus provisions.
This Agreement may not be amended, modified or waived except by a written
instrument duly executed by the person against whom enforcement of such
amendment, modification or waiver is sought. The failure of any party to
require the performance of any term or obligation of this Agreement, or
the waiver by any party of any breach of this Agreement, in any particular
case will not prevent any subsequent enforcement of such term or
obligation or to be deemed a waiver of any separate or subsequent breach.
20. Notices. Any notices, requests, demand and other communications provided
for by this Agreement will be sufficient if in writing and delivered in
person or sent by registered or certified mail, postage prepaid, to
Employee at the last address which Employee has filed in writing with the
Company or, in the case of any notice to the Company, at its main offices,
to the attention of its Chief Executive Officer.
21. Governing Law. This is a Washington contract and shall be construed under
and be governed in all respects by the laws of the Commonwealth of
Washington.
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I UNDERSTAND THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. I HAVE READ
IT CAREFULLY AND AM SATISFIED THAT I UNDERSTAND IT COMPLETELY.
/s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Accepted and Agreed to by
Intracel Corporation
By: /s/ XXXXX X. XxXXXXXX
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Name: Xxxxx X. XxXxxxxx
Title: President & Chief Executive Officer
Date: August 6, 1998
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SCHEDULE OF PRIOR INVENTIONS
Employee Name: Xxxxxx X. Xxxxxx
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Date:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Accepted by
Intracel Corporation
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: President & Chief Executive Officer
Date: August 6, 1998
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SCHEDULE OF THIRD-PARTY AGREEMENTS
Employee Name: Xxxxxx X. Xxxxxx
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Date:
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/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Accepted by
Intracel Corporation
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: President & Chief Executive Officer
Date: August 6, 1998
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