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Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of June 1, 1998 by and between PACE MEDICAL,
INC., a Massachusetts corporation with a usual place of business at 000 Xxxxxx
Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx (the "Company"), and XXXXX X. XXXXXX of
Arlington, Massachusetts (the "Employee").
WHEREAS, the Company wishes to assure itself of the Employee's services in
the capacity and during the periods specified herein; and
WHEREAS, the Employee wishes to enter into an Employment Agreement with the
Company upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do hereby mutually agree as follows:
1. The Company hereby employs the Employee and the Employee hereby accepts
employment by the Company for the period June 1, 1998 through May 31, 2001,
subject to the terms and conditions hereinafter set forth.
2. The Employee will serve the Company as its President and Chief Executive
Officer. Nothing contained herein shall limit the right of the Employee to
engage in personal investments and other activities to the extent they do not
interfere with the Employee's performance under this Agreement. The Company
shall have no interest in any of the benefits generated by any of said
investments or other activities.
3. For the services to be rendered by the Employee under this Agreement,
the Company shall pay to the Employee such rate of salary as shall be fixed,
from time to time, by the Board of Directors of the Company, but in no event
less than One Hundred Twenty-five Thousand Dollars ($125,000.00) per year
payable in equal installments, such installments to be paid monthly or more
frequently. The Employee shall be entitled to such fringe benefits as are
generally made available to employees of the Company and shall be entitled to
reimbursement of all reasonable out-of-pocket expenses actually incurred by him
on behalf of the Company.
4. During the Employee's period of employment, or at any time thereafter,
he will not reveal to any person unless authorized in writing by the Company, or
use against the best interests of the Company any information concerning the
Company's inventions, trade secrets, processes and in general any of its
business affairs of a confidential nature.
5. The Employee will disclose to the Company all inventions, discoveries,
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and improvements which he may make during his employment by the Company, whether
during working hours or at any other time, and he will, on demand, assign to the
Company all of his interests and do any acts which the Company may consider
necessary to secure to it or to its successors or assigns any and all rights
relating to such inventions, discoveries, and improvements, including patents in
the United States and foreign countries.
6. The Employee agrees that so long as he is employed by the Company and
for a period of six months thereafter, he will not in the United States or
Canada, engage in any competitive activities (as hereafter defined) with the
Company, or any successor or assign of the Company, nor will he own or control
an interest (other than as a holder of a non-controlling investment in a company
whose securities are listed on a national stock exchange or quoted in the Nasdaq
National Market) in any entity which engages or will engage in such competitive
activities. As used herein, "competitive activities" shall mean the
manufacturer, sale or service of (a) cardiac pacers or (b) any other product or
product line manufactured by the Company, sales from which other product or
product line constitute 25% or more of the gross revenues of the Company during
its current or any of its preceding two fiscal years. It is expressly covenanted
and agreed that in the event of breach by the Employee of any of the covenants
herein contained damage suffered by the Company will be extremely difficult to
ascertain and the remedy at law for any breach or threatened breach will be by
its nature inadequate; therefore, in the event of breach, in addition to such
other remedies which may be provided by law, the Company (or any successor to
the Company) shall be entitled to injunctive and other appropriate equitable
relief and shall be entitled to the same in any court of competent jurisdiction.
7. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their heirs, successors and assigns including without limitation
any successor who acquires all or substantially all of the assets of the
Company.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the
day and year first above written.
PACE MEDICAL, INC.
By /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx, Vice President
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx - Employee
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