EXHIBIT 10.15
EMPLOYMENT AGREEMENT
Agreement made as of May 22, 1998, between CORGENIX MEDICAL CORPORATION,
a Nevada corporation ("Corgenix" or the "Company") and XXXXXXXXX X. XXXX, PH.D
("XX. XXXX").
RECITALS
A. XX. XXXX currently serves as Scientific Director of REAADS Medical
Products, Inc. ("REAADS"), a wholly owned subsidiary of the Company.
B. XX. XXXX possesses intimate and valuable knowledge of the business and
affairs of REAADS and its policies, procedures, methods and personnel.
C. The Company desires to assure XX. XXXX'x continued services not only to
REAADS but also to the Company and the Company's other affiliates (as
defined in paragraph 1(a) below).
D. XX. XXXX is willing to commit herself to serve the Company and its
affiliates on the terms provided herein.
TERMS AND CONDITIONS
In consideration of the preceding premises and of the respective
covenants and agreements of the parties contained herein, and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. EMPLOYMENT. The Company agrees to employ XX. XXXX, and XX. XXXX
agrees to be employed by the Company, for the period beginning as of the date of
this Agreement, and ending upon termination pursuant to paragraph 1(c) hereof
(the "employment period").
(a) SERVICES. During the employment period, XX. XXXX will serve
as Scientific Director of the Company and will have general supervision over,
and responsibility for technical management, and shall perform such duties
relative thereto and discharge such other responsibilities as the Company or the
Board of Directors shall assign to her, from time to time. XX. XXXX shall report
directly to, be accountable to, and be subject to the authority of, the Board.
XX. XXXX will devote her best efforts and her full and exclusive business time
and attention (except for vacation periods and reasonable periods of illness or
other incapacity) to the business of the Company and its affiliates. The Board
of Directors of the Company reserves to itself the right from time to time to
designate the officers of the Company and to assign the duties and
responsibilities of the employees and officers of the Company, including without
limitation, the office, if any, held by XX. XXXX. In this regard, the Board of
Directors may from time to time assign additional duties to XX. XXXX, and may
from time to time assign to other employees or officers of the Company duties to
be discharged by
XX. XXXX. For purposes of this Agreement, the term "affiliates" means any
corporation, partnership, joint venture, trust or unincorporated association
controlled by or under common control with the Company.
(b) SALARY, BONUS AND BENEFITS. During the employment period, the
Company will pay XX. XXXX a base salary at the rate of at least $80,000 per
annum or at such higher rate as the Board designates from time to time.
Following the end of each fiscal year, the Board, in its sole discretion, may
award a bonus to XX. XXXX, as determined by the Board if in its judgment XX.
XXXX has met the goals and objectives approved by the Board for such year. At
the end of each fiscal year of the Company, the Board shall review XX. XXXX'x
salary and make such adjustments as it deems appropriate, taking into account
XX. XXXX'x performance and the performance of the Company. XX. XXXX'x base
salary and bonus, if any, for any partial year will be prorated based upon the
number of days elapsed in such year. In addition to the salary and bonus, if
any, payable to XX. XXXX pursuant to this paragraph, XX. XXXX will be entitled
to the following benefits during the employment period, unless otherwise altered
by the Board:
(i) health insurance and disability insurance of such
coverage as may be reasonably determined by the Board
and term life insurance in an amount equal to three
times XX. XXXX'x base salary (excluding bonuses);
(ii) a maximum of three weeks vacation each year with
salary;
(iii) reimbursement for reasonable business expenses
incurred by XX. XXXX upon submission of documentation
in form reasonably satisfactory to the Company; and
(iv) reasonable moving and relocation expenses if XX. XXXX
is required to relocate by the Board upon submission
of documentation in form reasonably satisfactory to
the Company.
(c) TERMINATION. The employment period will continue until the
first to occur of (i) the third anniversary of the date of this Agreement, (ii)
XX. XXXX'x resignation, death or Disability (as defined below), (iii) a
determination by the Board in its good faith judgment that termination of XX.
XXXX'x employment is in the best interests of the Company under circumstances
which would not constitute termination for Cause (in which XX. XXXX will be
entitled to severance pay as described at paragraph 1(d) below and such
severance benefits shall be XX. XXXX'x only remedy with respect to such
termination), or (iv) the date on which XX. XXXX is terminated by the Board for
Cause (as defined below). For purposes of this Agreement, the term "Cause" means
(i) the commission of an act by XX. XXXX involving fraud, embezzlement or a
felony, (ii) the commission of any act by XX. XXXX constituting financial
dishonesty against the Company or any of its affiliates, (iii) the commission by
XX. XXXX of any other criminal act involving moral
turpitude which (a) brings the Company or any of its affiliates into public
disrepute or disgrace or (b) causes, or in the good faith determination of the
Board of Directors of the Company, could cause material harm to the customer
relations, operations or business prospects of the Company or any of its
affiliates, (iv) the violation by XX. XXXX of any material provision of this
Agreement, (v) the commission by XX. XXXX of any other act which is contrary to
the Company's interests for her personal benefit (and the failure to remedy such
act within 15 days following notification by the Company to XX. XXXX of the
occurrence of such act), (vi) willful disobedience to the lawful directives of
the Company and/or the Board of Directors of the Company, or (vii) failure to
adequately perform, in the good faith judgment of the Board of Directors, the
services, duties and responsibilities assigned to XX. XXXX by the Company and/or
the Board of Directors of the Company, whether or not such failure is
intentional. "Disability" shall mean the inability of XX. XXXX to perform her
normal duties and functions under this Agreement for a continuous period of at
least three months or a recurring illness that is likely to prevent XX. XXXX
from performing her normal duties and functions under this Agreement for more
than four months during any 12-month period as determined in the good faith
opinion by a physician selected by the Board.
(d) SEVERANCE PAY. In the event that XX. XXXX'x employment is
terminated without Cause pursuant to paragraph 1 (c) (iii) above, the Company
will pay to XX. XXXX all amounts due to XX. XXXX as salary pursuant to paragraph
1 (b), and maintain for XX. XXXX the health and disability insurance pursuant to
paragraph 1 (b) (i), through the first to occur of (i) the second anniversary of
the employment termination date or (ii) the third anniversary of the date of
this Agreement (such salary to be paid in monthly installments through such
third anniversary date) provided that XX. XXXX should at all time honor and
comply with the provisions of paragraphs 2,3 and 5 of this Agreement.
2. CONFIDENTIAL INFORMATION. XX. XXXX acknowledges that the
information, observations, data, customer and supplier lists, processes,
formulae, product compositions, manufacturing techniques, standards, protocols,
drawings, research and related data, specifications, know-how and trade secrets
(collectively, "Confidential Information") obtained by her during the course of
her performance under this Agreement concerning the business or affairs of the
Company and its affiliates are the property of the Company and its affiliates.
Therefore, XX. XXXX agrees that she will not disclose to any unauthorized person
or entity (other than in the ordinary course of business) or use for her own
account or the account of a third party any of such Confidential Information
without the prior written consent of the Board, unless and to the extent that
the aforementioned matters (i) become generally known to and available for use
by the public other than as a result of XX. XXXX'x acts or omissions to act or
the wrongful acts or omissions to act of another or (ii) such disclosure is
required by court order or force of law. XX. XXXX agrees to deliver to the
Company at the termination of her employment, or at any other time the Company
may request, all memoranda, notes, plans, records, reports and other documents
(and copies thereof) containing any Confidential Information or relating to the
business of
the Company and its affiliates which she may then possess or have under her
control.
3. DISCLOSURE AND ASSIGNMENT OF INTELLECTUAL PROPERTY.
(a) XX. XXXX agrees that any Intellectual Property (as hereinafter
defined) that she, alone or with others, may conceive, develop, make or perfect,
in whole or in part, during the term of the employment period and for a period
of twelve (12) months after any termination of the employment period, whichever
shall occur later, which relate to the Company's business, or that she alone or
with others, may conceive, develop, make or perfect, in whole or in part, in the
performance of the duties of her employment by the Company, shall be promptly
and fully disclosed in writing by XX. XXXX to the Company. All of the right,
title and interest in and to any Intellectual Property shall be and hereby is
assigned exclusively to the Company or its nominee regardless of whether or not
the conception, development, marketing or perfection of such Intellectual
Property involved the use of the Company's time, facilities or materials and
regardless of where such Intellectual Property may be conceived, made or
perfected, and shall become the sole property of the Company or its nominee. For
purposes hereof, the term "Intellectual Property" shall mean inventions,
discoveries, ideas, concepts, systems, works, trade secrets, know-how,
intellectual property, pharmacological research, pharmacological protocols,
pharmacological documentation, products, processes or improvements or
modifications of current products, processes or designs, or methods of product
development, manufacture, distribution, management or otherwise (whether or not
covered by or able to be covered by a patent or copyright) which relate to the
business of the Company and/or its affiliates.
(b) XX. XXXX agrees to execute and deliver all documents and do all acts
which the Company shall deem necessary or desirable to secure to the Company or
its nominee the entire right, title and interest in and to applications for any
United States and/or Foreign Letters Patent or Certificates of Copyright
registration in the name of or for the benefit of the Company or, in the
discretion of the Company, in XX. XXXX'x name, which patents and copyrights
shall then be assigned by XX. XXXX to the Company. Any document described above
which is prepared and filed pursuant to this paragraph, shall be so prepared and
filed at the Company's expense. XX. XXXX and the Company agree that wherever and
whenever possible, any such document shall be in the name of and executed by the
Company, but if it is necessary for such document to be in the name of and
executed by XX. XXXX and XX. XXXX is unwilling or unable to execute such
document, XX. XXXX hereby irrevocably appoints the President of the Company, or
his successor, as her attorney-in-fact, with authority to execute for her and on
her behalf, any and all assignments, patent or copyright applications, or other
instruments an documents pursuant to this paragraph 3(b).
(c) Company shall have no obligation to use, attempt to protect by
application for Letters Patent or Certificates of Copyright Registration or
promote any of said Intellectual Property; provided, however, that the Company,
in its sole discretion, may reward XX. XXXX for any especially meritorious
contributions in any manner it deems appropriate
or may provide XX. XXXX with full or partial releases as to any subject matter
contributed by XX. XXXX in which the Company is not interested.
(d) XX. XXXX agrees that the covenants made in this paragraph 3 shall be
construed as an agreement independent of any other provision of this Agreement,
and shall survive the termination of this Agreement. Moreover, the existence of
any claim or cause of action of XX. XXXX against the Company, or an affiliate of
the Company, whether or not predicated upon the terms of this Agreement, shall
not constitute a defense to the enforcement of this covenant.
4. OTHER BUSINESSES. During the employment period, XX. XXXX agrees
that she will not, except with the prior written consent of the Board, become
engaged in, render services for, or permit her name to be used in connection
with, any business other than the business of the Company and its affiliates.
5. RESTRICTIONS ON RIGHT TO COMPETE. XX. XXXX agrees that during the
term of the employment period (as defined in paragraph 1 (c)) and until the
first anniversary of the termination of the employment period, she will not,
except with the prior written consent of the Board, directly or indirectly,
either for herself or for any other person, partnership, corporation, joint
venture, business trust, cooperative, limited partnership or other entity,
participate in any enterprise involving the same or similar business or research
and development in which the Company is engaged at any time during XX. XXXX'x
employment or upon termination. For purposes of this Agreement, the term
"participate" includes any direct or indirect interest in any enterprise,
whether as an officer, director, employee, partner, sole proprietor, agent,
representative, independent contractor, consultant, creditor, owner (other than
by ownership of less than one percent of the stock of a publicly-held
corporation whose stock is traded on a national securities exchange or in the
over-the-counter market) or otherwise. The geographical area covered by this
covenant is North America. XX. XXXX agrees that this covenant is reasonable with
respect to its duration, geographical area and scope.
6. NOTICES. Any notice provided for in this Agreement must be in
writing and will be deemed to have been given (i) when personally delivered,
(ii) one business day after being sent by Federal Express or other similar
overnight delivery service or (iii) three business days after being mailed by
first class mail, to the recipient at the address below indicated:
To the Company:
CORGENIX MEDICAL CORPORATION
00000 Xxxxx Xxxxxx
Xxxxxxxxxxx XX 00000
Attention: President
To XX. XXXX:
XXXXXXXXX X. XXXX, PH.D.
0000 Xxxx 00xx Xxx., #000
Xxxxxxxxxxx XX 00000
or such other address or to the attention of such person as the recipient party
shall have specified by prior written notice to the sending party.
7. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
8. BLUE LINING. If any court of competent jurisdiction determines
that any of the restrictive covenants in this Agreement, or any part thereof, is
invalid or unenforceable because of the geographic or temporal scope of such
provision, it is the intention and agreement of the parties that such court
shall have the power to reduce the geographic or temporal scope of such
provision, as the case may be, and, in its reduced form, such provision shall
then be enforceable.
9. COMPLETE AGREEMENT. This Agreement embodies the complete
agreement and understanding among the parties with respect to the subject matter
of this Agreement and supersedes and preempts any prior negotiations,
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
10. COUNTERPARTS. This Agreement may be executed on separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
11. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and by enforceable by XX. XXXX and the Company and their
respective successors and assigns, except that XX. XXXX may not assign any of
her rights or obligations under paragraphs 1,2,3,4 and 5.
12. CHOICE OF LAW. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the internal
law, and not the law of conflicts, of the State of Colorado.
13. REMEDIES. Each of the parties to this Agreement will be entitled
to enforce its rights under this Agreement specifically, to recover damages by
reason of breach of any provision of this Agreement and to exercise all other
rights existing in its favor. The parties hereto agree and acknowledge that
money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party may
in its sole discretion apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.
14. AMENDMENTS AND WAIVERS. Any provision of this Agreement may be
amended or waived only with the prior written consent of the Company and XX.
XXXX.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
CORGENIX MEDICAL CORPORATION
By: /S/ XXXXXXXX X. XXXXXXX
----------------------------------
Its: PRESIDENT
----------------------------------
/S/ XXXXXXXXX XXXX
----------------------------------
XXXXXXXXX X. XXXX, PH.D.
