EXHIBIT 10.13
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is dated as of November __,
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1996 and is entered into by and between Isonics Corporation, a California
corporation (formerly known as A&R Materials, Inc.) ("Employer"), and Xxxxx
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Rubizhevsky ("Officer").
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1. Employment; Duties. Subject to the terms and conditions of this
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Agreement, during the term of this Agreement Officer agrees to be employed by
and to serve Employer as its Senior Vice President, and during the term of this
Agreement Employer agrees to employ Officer in such capacity. Officer shall
devote substantially all of his business time, energy, and skill to the affairs
of Corporation to perform the duties of such positions. Notwithstanding the
foregoing, Officer may devote reasonable amounts of time for educational,
charitable, or professional activities if those activities do not interfere
significantly with the services required under this Agreement.
2. Term of Employment; Termination.
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2.1 Definitions. For purposes of this Agreement, the following terms
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shall have the following meanings:
(a) "Termination For Cause" shall mean termination by Employer
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of Officer's employment by Employer by reason of any of the following:
(i) Officer's conviction for commission of a felony;
(ii) Any gross negligence or willful misconduct in the
performance of Officer's duties which results in material
detriment to the business, assets, properties, prospects,
financial condition or operations of Employer (the "Business");
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(iii) Officer's intentional failure or a refusal to comply
in any material respect with the lawful policies, standards or
regulations of Employer or directives of the Board of Directors
of Employer, which failure or refusal results in material
detriment to the Business; or
(iv) Officer's material breach of the Proprietary
Information and Invention Assignment Agreement entered into
between Officer and Employer which results in material detriment
to the Business.
(b) "Termination Other Than For Cause" shall mean termination by
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Employer of Officer's employment (other than in a Termination For Cause, or a
termination by reason of Officer's death or disability) and shall, without
limitation, include termination of Officer's employment by reason of the failure
of Employer to renew the term of this Agreement at any time after the Contract
Period Expiration Date, as described in Section 2.2 below.
(c) "Voluntary Termination" shall mean termination by Officer of
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Officer's employment other than (i) Constructive Termination or (ii) termination
by reason of Officer's death or disability as described in Sections 2.5 and 2.6.
(d) "Constructive Termination" shall mean (i) termination by
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Officer of Officer's employment (other than in a Voluntary Termination) by
reason of material breach of this Agreement by Employer, which has not been
cured (if the breach is capable of being cured) within ten (10) days after the
date that Officer delivers a notice of such breach to Employer, such
constructive termination to be effective upon notice from Officer to Employer of
such constructive termination, or, if the breach is capable of being cured, ten
(10) days after delivery of such notice if the breach has not been cured, or
(ii) termination by Officer of Officer's employment (other than in a Voluntary
Termination) for Good Reason.
(e) "Change in Control" shall mean any of the following events:
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(i) as a result of or in connection with any cash tender
offer, merger, or other business combination, sale of assets, sale or transfer
of Employer's stock or other equity securities, or contested election, or
combination of the foregoing, the persons who were directors of Employer just
before such event shall cease to constitute a majority of the directors; or
(ii) the closing of (A) a merger, consolidation or
reorganization of Employer with or into another corporation in which the holders
of Employer's common stock immediately before such merger, consolidation or
reorganization do not, immediately following such merger, consolidation or
reorganization, hold as a group on a fully diluted basis both the ability to
elect at least a majority of the directors of the surviving corporation (or its
parent) and at least a majority in value of the surviving corporation's (or its
parent's) outstanding equity securities, or (B) a sale or other disposition of
all or substantially all of the assets of Employer, unless Employer owns 50% or
more of the outstanding voting securities or other equity interests of the
transferee at the time of the transfer.
(f) "Good Reason" means, with respect to Officer, that Employer
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has, without his written consent (and except For Cause):
(i) employed Officer in a position other than Senior Vice
President of Employer or has materially reduced the nature and scope of the
Officer's duties and responsibilities with Employer as they existed immediately
before the Change in Control; or
(ii) reduced Officer's base salary from that provided for
in this Agreement; or
(iii) required Officer to be relocated to anywhere other
than within 59 miles of Edgewater, New Jersey ("Edgewater") or, if Officer's
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then-present location is other than Edgewater, then to a location more than 50
miles from such then-present location (except for required travel on Employer's
business to an extent substantially consistent with Officer's then-present
business travel obligations).
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2.2 Basic Term. The term of employment of Officer by Employer
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pursuant to this Agreement shall be for the period (the "Contract Period")
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commencing on November __, 1996 and ending on November __, 2000 (such ending
date referred to as the "Contract Period Expiration Date"), unless the term of
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this Agreement is sooner terminated pursuant to the provisions hereof. The term
of employment of Officer by Employer pursuant to this Agreement shall be renewed
automatically after the Contract Period Expiration Date for successive one year
renewal terms unless either party gives notice of non-renewal to the other party
not less than thirty (30) days prior to the expiration of the then current term.
(The term of Officer's employment by Employer pursuant to this Agreement will
sometimes be referred to as the "Term.")
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2.3 Basic Consequences of Termination. Upon a Termination for Cause,
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Termination Other Than For Cause, Termination by Reason by Disability,
Termination by Reason of Death, Voluntary Termination, or Constructive
Termination, all as described in this Section 2, Employer immediately shall pay
to Officer all accrued salary, bonus compensation to the extent earned
(provided, however, that nothing in this Agreement shall be construed as
establishing any right to any bonus compensation or any pro rata or accrual
rights to bonus compensation for partial years of employment), vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
Employer in which Officer is a participant to the full extent of Officer's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by Officer in connection with Officer's duties hereunder, all
to the date of termination.
2.4 Termination for Cause. Employer may effect a Termination For
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Cause at any time during the term of this Agreement by written notice to
Officer. Upon Termination For Cause, Officer shall be entitled to receive the
compensation described in Section 2.3 above, but Officer shall not be paid any
other compensation or reimbursement of any kind, including without limitation,
severance compensation.
2.5 Termination Other Than For Cause. Notwithstanding anything else
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in this Agreement, Employer may effect a Termination Other Than For Cause at any
time during the term of this Agreement, such termination to be effective upon
delivery of written notice to Officer. Upon Termination Other Than For Cause,
Officer shall be entitled to receive the compensation described in Section 2.3
above, and all severance compensation provided in Section 4.1 upon a Termination
Other Than For Cause, but Officer shall not be paid any other compensation or
reimbursement of any kind.
2.6 Termination by Reason of Disability. If during the term of this
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Agreement, Officer, in the reasonable judgment of the Board of Directors of
Employer (with Officer not participating in such decision, if Officer is a
director of Employer), has failed to perform Officer's duties under this
Agreement on account of illness or physical or mental incapacity, and such
illness or incapacity continues for a period of more than three (3) months,
Employer shall have the right to terminate Officer's employment hereunder by
written notice to Officer. Upon Termination by Reason of Disability, Officer
shall be entitled to receive the
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compensation described in Section 2.3 above, but no other compensation or
reimbursement of any kind, including without limitation, severance compensation.
2.7 Termination by Reason of Death. In the event of Officer's death
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during the term of this Agreement, Officer's employment shall be deemed to have
terminated as of the date on which his death occurred. Upon a Termination by
Reason of Death, Officer shall be entitled to receive the compensation described
in Section 2.3 above, but no other compensation or reimbursement of any kind,
including without limitation, severance compensation.
2.8 Voluntary Termination. Notwithstanding anything else in this
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Agreement, Officer may effect a Voluntary Termination at any time during the
term of this Agreement, such termination to be effective upon delivery of
written notice to Employer. In the event of a Voluntary Termination, Officer
shall be entitled to receive the compensation described in Section 2.3 above,
but no other compensation or reimbursement of any kind, including without
limitation, severance compensation.
2.9 Constructive Termination. Officer may effect a Constructive
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Termination at any time during the term of this Agreement, such termination to
be effective upon delivery of written notice to Employer (subject to the cure
period described in Section 2.1(d). In the event of a Constructive Termination,
Officer shall be entitled to receive the compensation described in Section 2.3
above, and all severance compensation provided in Section 4.1 upon a
Constructive Termination, but no other compensation or reimbursement of any
kind.
2.10 No Severance Compensation Upon Other Termination. In the event
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of a Voluntary Termination, Termination For Cause, termination by reason of
Officer's disability, or termination by reason of Officer's death, Officer or
Officer's estate shall not be entitled by virtue of this Agreement to receive
any severance compensation.
2.11 Parachute Payments. Notwithstanding anything else in this
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Agreement, Officer may elect in his sole discretion not to have any portion of
any payment be paid or not to have the vesting of any options accelerated in
order to avoid any "excess parachute payment" under Section 280(G) of the
Internal Revenue Code or any successor provision.
3. Salary, Benefits and Bonus Compensation.
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3.1 Base Compensation. In consideration of the services to be
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rendered by Officer to Employer under this Agreement, Employer shall pay Officer
a salary of at least $180,000 per year, payable semi-monthly or otherwise
pursuant to Employer's normal payroll procedures. Employer shall review annually
Officer's compensation in accordance with Employer's established administrative
practices for adjusting salaries for similarly situated employees; provided,
however, that nothing in this Section shall impose any obligation on Employer to
increase Officer's base compensation; and provided further, that Employee's
salary shall not be reduced during the term of this Agreement to an amount less
than $180,000 per year.
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3.2 Benefits. Officer shall be entitled to a minimum of four weeks of
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paid vacation leave per annum. Officer shall be entitled to carry over and/or
accrue a maximum of two weeks of unused vacation in any year for use in the
following year. To the extent not used or accrued as set forth in the preceding
sentence, unused vacation shall not carry over or accrue into any following year
and shall be forfeited without compensation. As Officer becomes eligible
therefor, Officer shall have the right to participate in and receive officer
benefits including, without limitation, health insurance benefits and life
insurance benefits pursuant to the terms of all present and future benefit plans
specified in Employer's policies (as such policies may be amended from time to
time) and generally made available to similarly situated officers of Employer.
The amount and extent of benefits to which Officer is entitled shall be governed
by the specific benefit plan, as amended. Except as otherwise provided in this
Agreement, nothing contained in this Agreement shall prevent Employer from
changing or eliminating any benefit(s) during the Contract Period as Employer,
in its sole discretion, may deem necessary or desirable; provided, however, any
such changes or eliminations of benefits shall be applicable to all similarly
situated officers. All compensation and comparable payments to be paid to
Officer pursuant to this Agreement shall be less withholdings required by law.
3.3 Incentive Compensation. Officer shall be eligible to receive
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incentive compensation up to 50% of Officer's annual prevailing salary in the
year to which such award relates, as approved from time to time by the Employer
on the terms and conditions and subject to the limitations of the Employer's
Executive Compensation Plan, as the same may be amended by Employer in its
discretion from time to time.
3.4 Expenses. Employer shall reimburse Officer for reasonable out-of-
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town travel and other business expenses incurred by Officer in the performance
of Officer's duties, in accordance with Employer's policies, as such policies
may be amended from time to time in Employer's sole discretion.
3.5 Bonuses and Loans. Employer and Officer acknowledge that before
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the date of this Agreement, Officer exercised a previously-granted stock option
(the "Option") to acquire 750,000 shares (the "Exercised Shares") of Employer's
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Common Stock, and that in connection with exercise of the Option, Employer
loaned to Officer a principal amount of $165,000, constituting a purchase price
for the Exercised Shares, such loan evidenced by a promissory note (the
"Exercise Note") given by Officer to Employer. The Exercise Note bears interest,
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payable annually, at a rate equal to the minimum applicable federal rate. In
addition, Employer acknowledges that by virtue of exercise of the Option,
Officer will incur federal and state income tax liability, and may incur
alternative minimum tax ("AMT") liability. Employer agrees to loan to Officer an
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amount equal to the federal and state income tax and AMT liability paid by
Officer as a result of Officer's exercise of the Option. Such loan shall be made
after the amount of such tax liability is determined, but before Officer pays
such amounts to applicable federal and state tax authorities. Such loan shall be
evidenced by a promissory note (the "Tax Note"). The Tax Note shall have a term
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of five years, shall be unsecured, and shall bear interest, payable annually, at
the minimum applicable federal rate. In addition, Employer acknowledges that as
a result of exercise of the Option, Officer was obligated to deliver to the
Company an amount equal to the amount required to be withheld by Employer under
applicable federal and state withholding laws, and that Employer has loaned to
Officer an amount equal to the amount
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required to be delivered by Officer to Employer as a result of such withholding
obligations. The promissory note evidencing such loan (the "Withholding Note")
has a term of five years, is unsecured, and bears interest, payable annually, at
the minimum applicable federal rate. Employer shall pay to Officer, as bonus
compensation, an amount equal to the amount of interest payments that Officer
pays to Employer pursuant to the Exercise Note, Tax Note and Withholding Note,
such bonus payments to be paid on or before the date on which Officer makes each
such interest payments to Employer.
4. Severance Compensation.
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4.1 Termination Other Than For Cause or Termination Upon a Change in
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Control. If Officer's employment is terminated in a Termination Other Than For
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Cause, then Employer shall continue to pay Officer an amount equal to his base
salary under Section 3 of this Agreement, less applicable withholding taxes,
payable on the Company's normal payroll dates, in the following amounts:
(a) If the Termination Other Than For Cause occurs before 18
months from the Contract Period Expiration Date, then 18 months of
base salary;
(b) If the Termination Other Than For Cause occurs within 18
months before expiration of the Contract Period Expiration Date, then
a number of months of base salary equal to the remaining number of
months between the date of termination and the Contract Period
Expiration Date, but no less than six (6) months of base salary; and
(c) If the Termination Other Than For Cause occurs after the
Contract Period Expiration Date, then six (6) months of base salary.
If Officer secures other employment during the period that payments
pursuant to this Section are payable, the Company will be entitled to set off,
dollar for dollar, whatever is earned in such employment against the amount owed
to Officer hereunder. During the period that severance compensation is payable
hereunder, Officer shall notify Employer of any such employment and any such
other earnings. In addition, Officer shall have the option, at Officer's own
expense, to extend the health insurance coverage that was provided by Employer
to Officer as an Employee of Employer immediately before the date of
termination, for a period of eighteen (18) months from the date of termination
pursuant to the terms and conditions of COBRA. Officer shall have sixty (60)
days from the date of termination to notify Employer in writing of Officer's
election to so continue Officer's health insurance coverage. Should Officer so
elect, Employer shall reimburse Officer for the cost of the premiums under such
health insurance plans under COBRA for a period of six (6) months after the
termination date. After such time, until eighteen (18) months from the date of
termination, Officer may, if Officer so elects, participate in Employer's health
insurance plans to the extent permitted by COBRA and the terms of such plans,
but any such participation shall be at Officer's sole expense.
4.2 Accelerated Exercisability of Options. (i) If Officer's
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employment is terminated in a Termination Other Than For Cause, or (ii) upon a
Change in Control, all options
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granted to Officer shall vest and be fully exercisable as of the date of such
termination, for the period of time after such termination that is specified in
the applicable option agreements relating to such options, and all rights of
repurchase in favor of Employer with respect to such shares shall terminate in
their entirety. Officer may, in his sole discretion, waive the provisions of the
preceding sentence at any time (including, without limitation, if Officer
believes that application of the preceding sentence would jeopardize pooling of
interests treatment of a transaction constituting a Change in Control), so that
the exercisability of such options, and Employer's rights of repurchase with
respect to shares issued or issuable upon exercise of such options, remain
unchanged.
4.3 Termination Obligations.
(a) Officer agrees that all of Employer's property (including,
without limitation, all Employer's equipment, tangible items containing Employer
Proprietary Information (as described below), documents, books, records,
reports, notes, contracts, lists, computer disks (and other computer-generated
files and data), and copies thereof, created on any medium) furnished to,
obtained by, or prepared by Officer in the course of or incident to Officer's
employment shall be returned promptly to Employer upon termination of Officer's
employment. Nothing contained or implied in this Section shall apply to or
affect any Officer Intellectual Property (as defined below).
(b) The parties' respective representations, warranties, and
obligations contained in this Agreement shall survive the termination of
Officer's employment.
(c) Following any termination of the Officer's employment,
Officer shall fully cooperate with Employer in reasonable respects in all
matters relating to Officer's continuing obligations under this Agreement.
(d) Termination of Officer's employment with Employer during the
Contract Period by Employer for "Cause" shall not affect or impair the rights or
remedies against Officer.
5. Employer Proprietary Information.
5.1 Defined. "Employer Confidential Information" is all information,
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ideas, and concepts in whatever form, tangible or intangible, pertaining in any
manner to the business of Employer, or any person or entity that directly or
indirectly controls, is controlled by, or is under common control with, Employer
(an "affiliate") or the respective officers, clients, customers, suppliers,
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consultants, or business associates of Employer or any affiliate of Employer,
which information, idea(s), or concept(s) have been, or shall have been,
produced by any officer or employee of, or consultant to, Employer in the course
of his or her employment or otherwise produced or acquired by or on behalf of
Employer, that is not generally known outside of Employer's organization or is
so known only through improper means. Without limiting the foregoing
definition, Employer Proprietary Information shall include, but not be limited
to, the following, to the extent confidential or proprietary to Employer: (i)
confidential or proprietary formulas, manufacturing processes, teaching and
development techniques, processes, trade
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secrets, computer programs, electronic codes, inventions, improvements, and
research projects; (ii) information about costs, profits, markets, or sales, and
lists of vendors, suppliers, customers, or clients; (iii) business, marketing,
and strategic plans; and (iv) officer personnel files and compensation
information.
5.2 General Restrictions on Use. While employed by Employer, Officer
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shall use and disclose Employer Confidential Information only for the benefit of
Employer and as is necessary to carry out Officer's responsibilities under this
Agreement. Following termination of Officer's employment with Employer, Officer
shall not use or disclose any Employer Confidential Information, except as
expressly authorized in writing by Employer. The restrictions contained above
in this Section shall be inapplicable to any Employer Confidential Information
to the extent that such information: (i) is or becomes publicly known through
no wrongful act of Officer; (ii) is rightfully received by Officer from a third
party without breach of any obligation to Employer; (iii) is approved for
release by written authorization of Employer; (iv) is distributed or made
available to others by Employer without restriction as to use or disclosure.
Officer shall have no right or license, express, implied or by estoppel, under
any trademark, copyright patent or other intellectual property right now or
hereafter owned or controlled by Employer.
5.3 Prior Actions and Knowledge. As of the date of this Agreement,
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Officer represents and warrants that from the time of Officer's first employment
with Employer to the date of this Agreement, Officer has held in confidence all
Employer Confidential Information and has not disclosed any Employer
Confidential Information, directly or indirectly, to anyone outside of Employer,
or used, copied, published, or summarized any Employer Confidential Information,
except in the proper conduct of Employer's business.
5.4 Third-Party Information. Officer acknowledges that Employer has
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received, and in the future will receive, from third parties such parties'
confidential information subject to a duty on Employer's part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. Officer agrees that Officer owes Employer and such third parties,
while employed by Employer and thereafter, a duty to hold all such confidential
information in confidence and not to disclose or use it, except as necessary to
perform Officer's obligations hereunder and as is consistent with Employer's
agreements with such third parties.
6. Competitive Activity.
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6.1 Acknowledgment. Officer acknowledges that the pursuit of other
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employment after the term of this Agreement could involve the use or disclosure
of Employer Confidential Information in breach of Section 5 but that proof of
such a breach would be extremely difficult.
6.2 Prohibited Activity. To forestall the above-described
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disclosure, use, and breach, Officer agrees that (i) during Officer's employment
by Employer and for a period of twelve (12) months after the date of termination
of Officer's employment with Employer, Officer shall not, directly or
indirectly, (A) divert or attempt to divert from Employer (or any affiliate of
Employer) any business of any kind in which it is engaged, including, without
limitation, the
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solicitation of or interference with any of its customers or suppliers; or (B)
employ, solicit for employment, or recommend for employment any person employed
by Employer (or any affiliate of Employer); and (ii) during Officer's employment
by Employer, for a period of 12 months after a Termination for Cause and for the
period after the date of termination of Officer's employment with Employer (in
any termination other than a Termination For Cause) that Officer is entitled to
receive severance payments from Employer, engage in any business activity that
is competitive with the actual or actively anticipated business of Employer in
any state in the United States or in any foreign country where Employer conducts
its business, unless the action allegedly in contravention of this subsection
was done without the use in any way of Employer Proprietary Information.
7. Miscellaneous.
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7.1 Notices. Any notice permitted and required to be given pursuant
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to this Agreement shall be in writing and shall be deemed given (i) upon
delivery by hand, (ii) three (3) business days after deposit in the United
States mail, postage prepaid, certified or registered, return receipt requested,
and addressed to Employer or to Officer at the corresponding address below,
(iii) one business day after deposit for overnight delivery with a national
courier service, or (iv) one business day after transmission by telecopier with
confirmation of receipt. Notice of any change of address of either party shall
be effective only when given in accordance with this Section.
Employer's Notice Address:
Isonics Corporation
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attn: Secretary
Officer's Notice Address:
Xx. Xxxxx Xxxxxxxxxxx
6Grand Xxxx Xxx
Xxxxxxxxx, XX 00000
7.2. Action by Employer. All actions required or permitted to be taken
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under this Agreement by Employer including, without limitation, exercise of
discretion, consents, waivers, and amendments to this Agreement shall be made
and authorized only with approval of the Board of Directors.
7.3 Integration. This Agreement is intended to be the final, complete,
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and exclusive statement of the terms of Officer's employment by Employer. This
Agreement may not be contradicted by evidence of any prior or contemporaneous
statements or agreements. To the extent that the practices, policies, or
procedures of Employer, now or in the future, apply to Officer and are
inconsistent with the terms of this Agreement, the provisions of this Agreement
shall control.
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7.4 Amendments; Waivers. This Agreement may not be modified, amended, or
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terminated except by an instrument in writing signed by Officer and signed by an
officer of Employer specifically authorized by the Board of Directors to execute
such instrument. No failure to exercise, and no delay in exercising, any right,
remedy, or power under this Agreement shall operate as a waiver thereof, and no
single or partial exercise of any right, remedy, or power under this Agreement
shall preclude any other or further exercise thereof or the exercise of any
other right, remedy, or power provided herein or at law or in equity.
7.5 Assignment; Successors and Assigns. Officer agrees that Officer will
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not assign, sell, transfer, delegate, or otherwise dispose of, whether
voluntarily or involuntarily, or by operation of law, any rights or obligations
under this Agreement. Any such purported assignment, transfer, or delegation
shall be null and void. Nothing in this Agreement shall prevent the
consolidation of Employer with, or its merger into, any other entity, or the
sale by Employer of all or substantially all of its assets, or the assignment by
Employer of any rights or obligations under this Agreement; provided, however,
no assignment by Employer shall release or discharge Employer from any of its
obligations under this Agreement. Subject to the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and permitted assigns and
shall not benefit any person or entity other than those specifically enumerated
in this Agreement.
7.6 Severability. If any provision of this Agreement, or its application
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to any person, place, or circumstance, is held by a court of competent
jurisdiction to be invalid, unenforceable, or void, such provision shall be
enforced to the greatest extent permitted by law and the remainder of this
Agreement and such provision as applied to other persons, places, and
circumstances shall remain in full force and effect.
7.7 Attorneys' Fees. In any legal action, or proceeding brought to
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enforce the terms of this Agreement, the prevailing party in such legal action
or proceeding shall be entitled to recover its reasonable attorneys' fees and
costs from the other party.
7.8 Injunctive Relief. If either party breaches or threatens to breach
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any of his or its respective obligations under Sections 4, 5, or 6 of this
Agreement, the parties acknowledge that the damage or imminent damage would be
irreparable and extremely difficult to estimate, making any remedy at law or for
damages inadequate. Accordingly, in such circumstances a party shall be entitled
to injunctive relief against the other party in the event of any such breach or
threatened breach in addition to any other relief (including damages) available
under this Agreement or at law.
7.9 Governing Law; Consent to Jurisdiction. This Agreement shall be
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governed by and construed in accordance with the laws of the State of California
applicable to contracts entered into and wholly to be performed within the State
of California by California residents. The parties hereby submit to the
exclusive jurisdiction and venue of the state and federal courts located in San
Jose, California for purposes of any legal action. Service upon either party in
any such action may be made by first class mail, certified or registered, in the
manner provided for delivery of notices in this Agreement.
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7.10 Counterparts. This Agreement may be executed in one or more
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counterparts, all of which taken together shall constitute one and the same
Agreement.
7.11 Officer Acknowledgment. Officer acknowledges that Officer has had the
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opportunity to consult legal counsel with respect to this agreement, that
Officer has read and understands this Agreement, that Officer is fully aware of
its legal effect, and that Officer has entered into this Agreement freely and
voluntarily and based on Officer's own judgment and not on any representations
or promises other than those contained in this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
EMPLOYER OFFICER
ISONICS CORPORATION
__________________________________
Xxxxx Xxxxxxxxxxx
By: _____________________________
Title:_____________________________
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