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EXHIBIT 10.19
EMPLOYMENT AGREEMENT WITH
XXXX X. XXXXXXX
This Employment Agreement (the "Agreement") is entered into as of the 1st day of
October, 1995 by and between the VERIDIEN CORPORATION, a Delaware corporation
("Company") whose address is Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx 00000,
and XXXX X. XXXXXXX ("Employee"), whose address is 0000 Xxxxx Xxxxxx Xxxxx, Xxxx
000, Xxxxxxxx, Xxxxxxx 00000.
The following is a recital of facts underlying this Agreement:
A. Employee is currently employed as a sales commission representative and a
director of research and development for the Company under Agreements dated May
22, 1995 and May 1, 1991 (the "Prior Employment Agreements").
B. Company's business includes but is not limited to the manufacture and sale of
proprietary liquid disinfectants and other chemicals, technology and products
for use in the infection control sector of the healthcare industry and other
industries (the "Business").
C. The parties wish to terminate the Prior Employment Agreements, to enter into
this Agreement with a view to providing employment and protecting certain
payments to the Employee by the Company, the proprietary rights, going business
value, and goodwill of the Business.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
a. Term of Employment. Employee shall be employed for an indefinite term,
beginning on the date of this Agreement.
b. Termination of Employment.
(i) Either party may terminate Employee's full-time employment for any reason
upon six months' prior written notice to the other party.
(ii) Company may terminate Employee's full-time employment at any time for
justifiable cause. The term "justifiable cause" shall include any material
breach by Employee of the performance of any of his duties pursuant to this
Agreement, any disclosure by Employee to any person, firm or corporation other
than the Company, its subsidiaries, and its and their directors, officers or
employees of any confidential information or trade secrets of the Company or any
of its subsidiaries, any attempt by Employee directly or indirectly to secure
any personal profit in connection with the Business of the Company or any of its
subsidiaries, any failure by Employee to properly perform his duties in the
conduct of company's Business, any failure by Employee to devote his full
business time to the affairs of the Company and its subsidiaries as set forth in
Section 2 of this Agreement, conviction of any felony, any conduct of Employee
involving willful misconduct, gross negligence, fraud, material breach of
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fiduciary duty or reckless disregard of Employee duties to Company and its
subsidiaries, conviction of a material violation of civil law pertaining to the
Company or its subsidiaries, actions taken in bad faith by Employee against the
company or any subsidiary, or Employee engaging in any business other than the
Business of the Company and its subsidiaries, except as herein provided. Whether
or not "justifiable cause" shall exist shall in each case be determined by a
majority vote of the Board of Directors of the Company acting reasonably in its
sole discretion. "Justifiable Cause" will exclude any sales, whether or not to
the Company, by Employee of inventory consisting of the so-called Fampak kits,
towelettes and 911 diagnostic consoles which Employee owns as of the date of
this Agreement.
c. Duties. Employee will perform research and development functions, at the
request of the Company will train Company salespeople in the performance and
function of Company products and provide such other services as the Company
requests. Employee's research and development responsibilities will be
supervised by the Management Committee of XXXX, Inc., ("XXXX"), a wholly owned
subsidiary of Veridien or by the Board of Directors of XXXX. Employee's training
duties will be supervised and directed by a designee of the Company's Board of
Directors, initially the CEO of Company.
2. Full Time and Attention. Employee will devote not less than a majority of his
business time, attention, and energies during each month during the term of the
Agreement to the performance of his duties as set forth in Section 1 above.
3. Compensation.
a. As compensation for the services to be rendered by Employee hereunder,
including all services as a member of any management committee of the Company or
any subsidiary of Company, the Company agrees to pay or cause to be paid to
Employee an annual salary of Thirty-Six Thousand Dollars ($36,000), payable in
monthly installments of Three Thousand Dollars ($3,000) on the last day of each
month. In addition, Company shall pay Employee on the sixtieth day following the
end of each fiscal quarter commencing with the fiscal quarter ending December
31, 1995 6% of New Product Gross Margins of XXXX and if applicable the Company
(to the extent it is a vendor of New Products) in excess of six Hundred Thousand
Dollars ($600,000) in any fiscal year, up to a maximum of Three Hundred Thousand
Dollars ($300,000) per New Product. "New Product Gross Margins" shall mean
realized "Net Sales" of "New Products" as shown on XXXX'x or the Company's (if
Company is the vendor) quarterly financial statements. "Net Sales" shall mean
the gross sales proceeds received by XXXX or Company during the applicable
period for sales of "New Products", less discounts, returns, setoffs and the
like. "New Products" shall mean all products listed on Exhibit A attached
hereto, plus such other products developed with the direct assistance of Xxxxxxx
by XXXX or Company after the date of this Agreement as determined by the XXXX
Management Committee from time to time and as are added to Exhibit A by Company
and Employee. Any product arising from the "Technology" as defined in the letter
agreement dated as of October 19, 1995 between Company and Employee with respect
to the Sterix Cabinetry technology and other matters related to the Sterix
Cabinetry technology shall not be included as a New Product in determining
compensation herein. "Reimbursement Agreement" shall mean that Reimbursement
Agreement dated as of February 26, 1996 entered into between XXXX Medical
Developments Inc. and Employee.
b. In any event, the aggregate compensation received by Employee under this
Agreement and under the note (the "Note") issued pursuant to the Repayment
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Agreement dated as of October 19, 1995, between Company and Employee shall be
limited as provided in this Section 3.b. If for any fiscal year Employee
receives payments (including payments for New Product Gross Margins for that
year but paid after the end of that fiscal year) in excess of six percent (6%)
of New Product Gross Margins as defined in Section 3.a., less the sum of (i)
$36,000 (Employees' annual salary under this Agreement) and (ii) the amount paid
to Employee in monthly installments, but excluding any sales percentage payments
on the Repayment Note, then Employee may elect to have this excess either
credited against compensation payable in that fiscal year under this Employment
Agreement or as a reduction of principal under the Note (to the extent principal
thereunder remains unpaid); however, if Employee fails to make such election,
the excess shall reduce the principal under the Note and, if the Note has been
paid in full, shall reduce compensation otherwise payable under this Employment
Agreement.
4. Benefits. Employee shall be provided employee benefits (including fringe
benefits, vacation, pension and profit sharing plan participation and life,
health accident and disability insurance) on the same basis as those benefits
are made available to senior executives of Company.
5. Employment as Consultant Upon Termination of Agreement. During the three year
period following the termination of Employee's employment for any reasons except
justifiable cause or death, the Employee shall have the duty of advising and
consulting on a part-time basis with the officers of the Company and its
subsidiaries with respect to the affairs of the Company and its subsidiaries in
response to requests for such advisory and consultative services by the Board of
Directors or officers of the Company or of its subsidiaries or by the Management
Committee of XXXX, subject to the condition that (1) such services shall be
performed within the United States of America, (2) Employee shall not be
required to devote more than one day per week to such services, (3) Employee
shall not be required to perform such services during usual vacation periods and
reasonable periods of illness or other incapacitation. Company shall pay to
Employee and Employee shall accept from Company, for Employee's advisory and
consultative services as provided in this Agreement, compensation at the rate of
$1,000 per month, payable monthly at the end of the month. Company may at its
option terminate Employee's consulting and advisory services, without any
obligation to provide compensation after the date of termination.
6. Payments to Employee Upon Termination of this Agreement.
a. If Employee is terminated from his employment under this Agreement for
justifiable cause, Employee will not be entitled to any compensation payments of
any kind under this Agreement, but such termination shall not affect any
payments to which Employee may be entitled pursuant to other agreements with
Company or XXXX.
b. If this Agreement is terminated for any other reason upon six months' notice
by either party (the "Notice Period"), during the Notice Period, Employee shall
cease to receive the $3,000 monthly salary, but shall continue to receive 6% of
New Product Gross Margins as set out in Section 3 above. If such termination
takes place before October 1, 1997, then in addition to the 6% of New Product
Gross margin during the Notice Period, Employee shall be entitled to 2% of New
Product Gross Margins for a period of three years commencing on the date of
termination, but subject to a maximum payment of $300,000 per product.
7. Covenant Not To Compete.
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a. Covenant. The Employee covenants and agrees that, (i) at no time during his
employment as an employee or as a consultant under this Agreement or (ii) during
the two year period thereafter Employee will not:
(1) directly or indirectly (i) engage (other than on behalf of the Company, at
the Company's request), in the design, development, engineering, testing,
manufacture, sale, marketing, or commercializing, of any disinfectant or
chemical used in the infection control sector of the healthcare industry or in
the infection control sector of any other industry, or any related or
complementary area (the "Restricted Business") or (ii) in any way compete with
the Restricted Business of the Company within the State of Florida or any other
state, country or territory or other geographic area where products of the
Company have been licensed, distributed, serviced or provided by the Company;
(2) directly or indirectly engage (other than on behalf of the Company, at the
Company's request) in or compete with the Restricted Business, by, for example,
selling products or services to, calling on, soliciting, taking away or
accepting as a client or customer, or attempting to sell products or services
to, call on, solicit take away or accept as a client or customer, either on
behalf of Employee or of any other person or entity, any person or entity with
whom Company is doing or has done any business, or that is on a list of
prospective clients or customers of the Company;
(3) directly or indirectly (i) engage (other than on behalf of the Company, at
the Company's request), in the design, development, engineering, testing,
manufacture, sale, marketing, or commercializing, of any product currently being
developed by the Company or any of its subsidiaries or being considered (i.e.
business plans or discussion papers of the Company at the time of departure) for
development by the Company or any of its subsidiaries;
(4) directly or indirectly induce employees of the Company or its affiliates to
engage in any activity hereby prohibited to the Employee or induce employees of
the Company to terminate their employment with the Company;
(5) directly or indirectly hire, solicit, or take away, or attempt to hire,
solicit or take away, either on behalf of the Employee or any other person, any
person that is or becomes, an employee of or consultant to the Company;
(6) directly or indirectly become employed by, furnish consulting services to,
or enter into or attempt to enter into, either alone or with any other person,
any business in any way competing with the Restricted Business; or
(7) directly or indirectly assist any other person or entity to take any of the
actions described in this Section.
b. Definition of "Directly or Indirectly". For the purposes of this Agreement,
the words "directly or indirectly", as they modify the terms "compete" or
"engage" shall include without limitation: (i) participating as an employee,
owner, officer, director, partner, limited partner, joint venturer, creditor,
investor (other than as a holder of less than three percent if Employee and his
Affiliates are passive investors or less than one percent of the outstanding
capital stock which capital stock is actively traded on a major national
securities exchange registered with the Securities and Exchange Commission and
other than as disclosed to Company in writing and approved specifically by
company in writing after the date of this Agreement), consultant, advisor,
agent, sales representative, or other participant to any person or entity that
in any way competes as defined above with the business of
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the Company; and (ii) using, or communicating to any such person or entity which
in any way competes, any Confidential Information (as defined in Section 8.a.),
including without limitation the name or address or any other information
concerning any past, present, or prospective client or customer of the Company,
or any proprietary information regarding any product or ongoing research and
development project of the Company.
c. Permitted Activities. Subject to Section 7.a. above, Employee, on his own
time, at his own expense, and using his own materials and supplies, may complete
the development of those non-medical residential home use products listed and
described on Exhibit B attached hereto. The list of products on Exhibit B may be
expanded from time to time by the prior written content of Company and Employee.
Employee agrees to give Company a right of first refusal to acquire, after
completion of the product's development, each such product and its underlying
technology, prior to any offer to any other person or entity, and Employee
agrees that any sale to any such third party will be on terms and conditions
more favorable to Employee as seller than those offered by Company.
d. Required Disclosure. In the event that (a) the Employee (i) leaves the employ
of the Company for any reason other than death, or (ii) the Agreement is
terminated for any reason, and (b) the Employee either directly or through an
engagement by any person or entity (the "Engaging Entity") whether as an
officer, director, proprietor, employee, partner, investor (other than as a
holder of less than three percent of the outstanding capital stock which capital
stock is actively traded on a major national securities exchange registered with
the Securities and Exchange Commission), consultant, advisor, agent, sales
representative or other participant, sells, distributes, licenses, services,
designs, engineers, develops, tests, manufactures, markets, or provides any kind
of advice with respect to (collectively, "Sells") products to any other person
or entity which is at that time or has been within the three years preceding the
giving of Notice as defined below a customer of the Company ("Customer"), the
Employee unconditionally agrees during the period set forth at the beginning of
Section 7.a. to provide a written statement (the "Notice") to the Company at
least 30 days prior to any engagement if the Engaging Entity then sells products
to a Customer, or 30 days prior to the Engaging Entity or the Employee entering
into an agreement that Sells (or in the future will do so) products to any
Customer. The Notice shall provide sufficient details so that the Company can
make a determination whether the Employee is complying with the obligations
contained in this Agreement. The Company may communicate with the Engaging
Entity if it has reason to believe that the proposed activity may violate the
terms of this Agreement.
8. Confidentiality.
a. Definition of Confidential Information. The Employee acknowledges that the
Company's trade secrets, information, data, or other non-public information
relating to customers, research and development programs, technology, costs,
marketing, sales activities, promotion, credit and financial data, manufacturing
processes, financing methods, plans, or the business or affairs of Company
generally (the "Confidential Information") are valuable, special and unique
assets of the Business, access to and knowledge of which have been gained by
virtue of Employee's position and involvement with the Company.
Confidential Information excludes that information exclusively relating to the
products listed on Exhibit B.
The following data and information, even though it may be designated as
Confidential Information and furnished to the Employee, shall be excluded from
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the definition of Confidential Information and not governed by this Agreement:
(a) any data and information which was in the public domain prior to the receipt
of the same by the Employee or which subsequently becomes part of the public
domain through no wrongful act or failure to act of the Employee or other person
with a duty of confidentiality, or wrongful act or failure to act of which the
Employee has actual knowledge, and (b) any data and information which was in the
possession of the Employee (and not subject to any obligation of
confidentiality) prior to receipt of the same from the Company or other person
with a duty of confidentiality, was not acquired directly or indirectly from the
Company or other person with a duty of confidentiality or was not developed
while in the Company's employ.
b. Non-Disclosure. The Employee unconditionally agrees that any Confidential
Information that may be furnished to the Employee or which the Employee
otherwise obtains will be kept strictly confidential and shall not be duplicated
or used in any manner for the benefit of the Employee or to the detriment of the
Company, except to the extent, if any, that it is necessary to use such
Confidential Information in order to perform the duties assigned to the Employee
by the Company. The Employee further agrees, both during and after the period of
the Employment Agreement, not to disclose or make any Confidential Information
available to any other person, group or entity for any purpose or reason
whatsoever, and he will not make use of any Confidential Information for his own
purposes or for the benefit of any person, group or entity (except the Company,
at the Company's request) under any circumstances. Upon termination of the
Employee's full time employment with the Company, the Employee agrees to return
promptly to the Company all software and copies thereof, reports, memoranda,
notes, work sheets, drawings and all other written, pictorial or electronically,
magnetically or otherwise stored material containing any of the Confidential
Information held or obtained by or furnished to the Employee, and to represent
to the company in writing that all such Confidential Information has been
returned to the Company. The Employee agrees that his obligations as set forth
herein with respect to the Confidential Information shall extend to such
comparable information belonging to customers and suppliers of the Company which
may have been disclosed to the Employee in connection with her status as an
employee of the Company or Seller.
c. Required Disclosure. In the event that the Employee becomes legally compelled
to disclose any of the Confidential Information, the Employee agrees to provide
the Company with prompt notice so that the Company may seek a protective order
or other appropriate remedy and/or waive compliance with the provisions of this
Agreement. In the event that such protective order or other remedy is not
obtained, or that the Company waives compliance with the provisions of this
Agreement, the Employee agrees that he will furnish only that portion of the
Confidential Information which is legally required and that the Employee will
cooperate with the Company counsel to obtain a protective order or other
reliable assurance that confidential treatment will be accorded such
Confidential Information.
9. Interpretation. It is expressly understood and agreed that, although the
Employee and the Company consider the restrictions contained in Sections 7 and 8
above reasonable for the purpose of preserving for the Company the Confidential
Information, going business value, proprietary rights and goodwill of the
Company, if a final judicial determination is made by a court having
jurisdiction that the time, scope or territory or any other restrictions
contained in Sections 7 or 8 is an unenforceable restriction against the
Employee, the provisions of Sections 7 or 8 shall not be rendered void, but
shall be deemed amended to apply as to such maximum time, scope and territory
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and to such other extent as such court may judicially determine to be
reasonable. Alternatively, if the court referred to in the preceding sentence
finds that any restriction contained in Sections 7 or 8 is unenforceable, and
such restriction cannot be amended so as to make it enforceable, such finding
shall not affect the enforceability of any of the other restrictions contained
therein.
10. Employee's Inventions.
a. Assignment to the Company. The Employee agrees to disclose fully and promptly
to the Company the existence of, and assign to the Company, all of his right,
title and interest in and to, all products, discoveries, designs, creations,
productions and marketing techniques, scientific or technical developments,
product concepts, inventions and improvements (collectively, the "Inventions"),
whether or not such Inventions are patentable or copyrightable, which are made,
conceived, or reduced to practice by Employee (either alone or with others)
during the period of his employment as an employee or consultant pursuant to
this Agreement, at the Company or elsewhere, and which are based upon
Confidential Information or which are related in any way to the Business of the
Company or the research and development of the Company or which directly or
indirectly result from the tasks assigned to the Employee by the Company, except
the term Inventions excludes the products listed on Exhibit B (but these
excluded products remain subject to the Company's right of first refusal set
forth in Section 6(c) of this Agreement). The foregoing disclosure and
assignment shall be made by the Employee without compensation in addition to the
Employee's compensation, except when a new product is designated as provided in
the penultimate sentence of Section 3.a. The Employee further agrees not to
disclose any such Invention to any party other than Company without the prior
written permission of the Company. The Inventions assigned to the Company
specifically include are not limited to the Sterix Cabinetry technology and
related products (including but not limited to Vira-Scrub, Vira-Lube and
Sterihol), the Spill Clean Up Kit, the Air Disinfectant and Injector, the Power
Needle, the Safety Shear, the Power Respirator*, the Toxic Water Disposal Unit,
and the Ultra Sound Power. In addition, Xxxxxxx hereby grants to Company and its
subsidiaries, affiliates, successors and assigns a worldwide royalty-free
license to use the FAM-PAK and ONGUARD tradenames and trademarks. Employee
agrees to change the name of the company, Fam-Pak Corp., a Delaware corporation,
within sixty days of the date of this Agreement, to assign the use of that
corporate name to the Company and never directly or indirectly, through
Affiliates or otherwise, use in whole or in conjunction with other words the
name FAM-PAK or derivatives thereof, and Veridien agrees to pay Employee up to
$500 upon receipt of appropriate documentation of actual costs incurred in
changing the name of the above-referenced corporation; it is the intention of
the parties to give to the Company the exclusive right to use the "FAM-PAK"
name, and the parties agree to take such additional actions at the Company's
expense as may be reasonably necessary to achieve this intention.
b. Cooperation. Both during and after the period of the Employment Agreement,
the Employee agrees to execute such documents and take such other actions at the
Company's expense as the company may reasonably request to enable the Company or
its nominee to (i) apply for patent, registered design, trademark, copyright,
mask work, or similar protection in the United States, Canada and elsewhere for
any Invention and (ii) be vested with such patent, registered design or similar
protection in the United States, Canada and elsewhere for any Invention. Company
agrees to pay Employee for his document and reasonable out-of-pocket expenses
arising under this Section 10(b).
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c. Prior Inventions. The Employee has attached to this Agreement as Exhibit C a
complete list of all Inventions, if any, owned by the Employee (either alone or
with others) that were conceived prior to the commencement of the Employment
Agreement and that are in any way related to the Company's Business or other
research and development of the Company, other than those purchased by and
assigned to the Company, or, if there are no such Inventions, the Employee has
indicated "none" on Exhibit C. The Company agrees that the Inventions on Exhibit
C shall not be subject to this Agreement. The Employee represents to the Company
that he has not made, conceived, or reduced to practice any Inventions related
to the Company's Business or other research and development of the Company other
than those set forth on Exhibit C, which have not been purchased by and/or
assigned to the Company, and the Employee understands that the Inventions listed
an Exhibit C are the only Inventions related to the Company's Business or other
research and development of the Company that are not subject to this Agreement.
11. Revocation of Prior Employment Agreements. Employee expressly agrees that
this Agreement supersedes and revokes any and all prior agreements, contracts,
or understandings between Employee and the Company, including but not limited to
the agreements listed on Exhibit D attached to this Agreement, but this
Agreement shall not in any way affect, supersede or terminate any of the
agreements set forth on Exhibit E.
* exceptions noted in the Reimbursement Agreement.
12. Release of all Claims Against Company. Employee expressly agrees that, as a
condition to entering into this Agreement and any other agreements and contracts
entered into in writing on or after October 1, 1995, with the exception of the
Notes entered into by Employee and Company under the Reimbursement Agreement and
Repayment Agreement, Employee will release any and all liens, claims, or rights
of any kind that Employee has filed or asserted against Company or any of its
subsidiaries or any of their property or assets. Except for any rights the
Employee may have resulting from suits which are in process predating October 1,
1995.
13. Representations of Employee. Employee represents that (i) he is familiar
with the covenants not to compete and not to solicit set forth in this
Agreement, (ii) he is fully aware of his obligations hereunder, including,
without limitation, the length of time, scope and geographic coverage of these
covenants, (iii) he finds that length of time, scope, and geographic coverage of
these covenants to be reasonable, (iv) he is receiving specific, bargained-for
consideration for his covenants not to compete and not to solicit, and (v) he
has been advised by independent counsel of his choice.
14. Miscellaneous.
a. Benefit and Assignability. This Agreement shall be binding upon the Employee
and his estate, heirs, executors, and legal representatives, and shall inure to
the benefit of and be enforceable by the Company and its successors and assigns.
The Employee may not assign his rights or obligations under this Agreement, but
in the event of Employee's death, his estate shall be entitled to any continuing
benefits hereunder. The Company may assign its rights under this Agreement to
any affiliate or successor.
b. Entire Agreement. This Agreement sets forth the entire understanding of the
parties hereto relating to the subject matter hereof and supersedes all
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prior agreements and understandings between the parties relating to the subject
matter hereof.
c. Notices. Any notice, report, or other communication required or permitted to
be given hereunder shall be in writing and shall be deemed given on the date of
delivery, if delivered personally or by messenger, or five clays after mailing,
if mailed first-class mail, postage prepaid, to the addresses set forth at the
beginning of this Agreement or to such other address as a party provides to the
other.
d. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida (without giving effect to its
principles of conflicts of law).
e. Severability. If any provision of this Agreement, or the application of such
provision to any person or set of circumstances shall be determined to be
invalid, unlawful or unenforceable to any extent at any time after the date
hereof, the remainder of this Agreement, and the application at such provision
to persons or circumstances other than those as to which it is determined to be
invalid, unlawful or unenforceable, shall not be affected and shall continue to
be enforceable to the fullest extent permitted by law.
f. Amendments. This Agreement may not be modified or amended except in a writing
signed by each of the parties hereto.
g. Effective Date. This Agreement shall become effective on the date set forth
at the beginning of this Agreement.
h. Attorneys' Fees. In the event of any legal action or proceeding to enforce or
interpret the provisions hereof, the prevailing party shall be entitled to
reasonable attorneys' fees, whether or not the proceeding results in a final
judgment.
i. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.
j. Effect of Headings. The section headings herein are for convenience only and
shall not affect the construction or interpretation of this Agreement.
k. Delays or Omissions. No delay or omission to exercise any right, power or,
remedy accruing to either party upon any breach or default of the other party
hereto shall impair any such right, power or remedy of such non-defaulting
party, nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver, single breach or default be deemed a waiver of
any other breach or default theretofore or thereafter occurring.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
VERIDIEN CORPORATION
By:
Its:
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Witness:
Xxxx X. Xxxxxxx
Exhibit A
Employment Agreement Between
Veridien Corporation and Xxxx X. Xxxxxxx
NEW PRODUCTS
Hand Soap Dispenser
Ultra Sound Adapter
911 Diagnostic Console/Kit - subject to agreement
Air Treatment Solution/Disinfectant
Air Treatment Injector
Septi Shear
Power Syringe Retractor
Portable Resuscitator - subject to Reimbursement Agreement
Toxic Waste Disposal System
Spill Clean Up Kit
Biomedical Waste Grinder - in concept now, no development
Exhibit B
Employment Agreement Between
Veridien Corporation and Xxxx X. Xxxxxxx
PERMITTED NON-COMPANY PROJECTS
Any and all inventions not directly related to infection control.
See also Exhibit C.
Exhibit C
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Employment Agreement Between
Veridien Corporation and Xxxx X. Xxxxxxx
PRIOR INVENTIONS
Water System
Entry System
Garbage/Trash/Disposal/Recycle
Hair Care Console
Rain Forest/Shower
Fan Technology related to Exhaust
Drain System
Bolo Snare
Wheelchair Guide
HVAC Control Temp/Air
Nat. activated Cover Lights
Computerized Wardrobe
Temperature Controlled Shower
Indoor Handy Control System
Service Reels (Outdoor Water Air)
Pool Autochair System
Security Systems (Premises)
Driver Training Device
Exhibit D
Employment Agreement Between
Veridien Corporation and Xxxx X. Xxxxxxx
TERMINATED AGREEMENTS
Employment Agreement dated as of May 1, 1991 by and between Viral Control
Technology, Inc. and Xxxx X. Xxxxxxx.
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Sales Employment Agreement made and entered into on May 22, 1995 by and between
Veridien Corporation and Xxxx X. Xxxxxxx.
Exhibit E
Employment Agreement Between
Veridien Corporation and Xxxx X. Xxxxxxx
CONTINUING AGREEMENTS
Repayment Agreement dated as of October 19, 1995 between the Company and the
Employee and the note issued thereunder.
Reimbursement Agreement dated as of February 26, 1996 between Xxxx Medical
Developments Inc. and the Employee and the notes issued thereunder. Complete
with letter dated March 8, 1996.
Lease dated as of October __, 1995 between Employee and his spouse as Landlord
and the Company.
Letter Agreement dated as of October 19, 1995 between the Company and the
Employee with respect to Sterihol/Sterix Cabinetry technology.
Letter dated as of October 19, 1995 from the Employee addressed to the Company
concerning obligations of Company.
Letter agreement dated February 28, 1996 between Employer and a subsidiary of
the Company concerning the Sterix Cabinetry technology.
911 Inventory Purchase Agreement.
Fam-Pak Purchase Agreement.
XXXX X. XXXXXXX
0000 Xxxxxxxx Xx. Xxxx.
Xxxxxxxx, Xxxxxxx 00000
October 19, 0000
Xxxxxxxx Xxxxxxxxxxx
Xxxxx 000, Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
This letter confirms that, other than the obligations set forth in the
Employment Agreement between you and me, the Repayment Agreement between you and
me and the note contemplated therein, the Reimbursement Agreement between XXXX,
Inc. and me and the notes contemplated therein, the Lease between XXXX, Inc. as
tenant and my wife and me as Landlord, and the letter agreement with respect to
the Sterix Cabinetry technology between you and me, each dated as of the date
hereof and attached hereto, and obligations which arise from my ownership of
Common Stock of Veridien Corporation ("Veridien"), there are no liabilities,
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claims, advances, indebtedness, compensation, bonuses, benefits, incentives,
royalties, fees, rent, reimbursement obligations, expenses, payments or any
other obligations of any kind or nature (fixed or contingent, direct or
indirect, liquidated or unliquidated) of Veridien or any of its subsidiaries or
affiliates owed, owing or to be owed or paid in the future or otherwise existing
to me or any of my relatives or affiliates or to any other person to whom I or
any such relative or affiliate has assigned, transferred or otherwise disposed
of any such obligations. Save and except for any claims that may arise from
existing legal suits.
I understand that Dunvegan Mortgage Corporation is relying upon this letter in
agreeing to provide a loan facility to Veridien.
Sincerely yours,
Xxxx X. Xxxxxxx
