Exhibit 10.25
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this 23rd day of
January 23, 1996 by and between UroMed Corporation, a Massachusetts corporation
with a principal place of business at 00 X Xxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000
("UroMed") and Xxxx X. Xxxx an individual residing at 000 Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Employee").
1. AT WILL EMPLOYMENT. Commencing on February 5, 1996, Employee shall
become a full time "at-will-employee" of UroMed with the title of Managing
Director of Female Healthcare Programs. In addition to complying with the terms
and conditions hereof and the performance of the Employee job responsibilities
set forth on Exhibit A annexed hereto and made a part hereof, Employee shall
conduct him or herself in accordance with such policies, rules and regulations
as may be adopted by UroMed from time to time.
2. COMPENSATION. Employee's gross semi-monthly compensation shall be
$5,208.33. Employee shall be paid on the 15th day and the last day of each
calendar month for the current month's employment. Pay shall be adjusted pro
rata for any partial week of employment and standard employer deductions shall
be made from each payment. Employee's gross semi-monthly compensation shall be
subjected to annual review and adjustment.
3. BONUSES, EQUITY PARTICIPATION, AND BENEFITS. Employee shall be eligible
for (i) annual bonuses under such applicable bonus program(s) as UroMed's Board
of Directors may adopt from time to time, if any; (ii) participation in such
applicable employee stock option plans as may be adopted by UroMed's Board of
Directors from time to time, if any, (provided that Employee shall exercise
his/her shareholder voting rights by executing and delivering a proxy entitling
Xxxx Xxxxx to vote such shares); and (iii) participation in such applicable
employee benefit plans as UroMed's Board of Directors may adopt from time to
time, if any. Employee will be eligible for 20,000 shares (options) with 20%
vested after one (1) year of service; the balance monthly.
4. TERM. As an at-will employee, Employee understands that this Agreement
and the employment hereunder may be terminated by either party hereto at any
time with or without cause. If not terminated, this Agreement shall govern the
terms of Employee's employment for a period of five (5) years at which time the
parties may enter into a written renewal hereof. Said five (5) year limitation
shall not affect the covenants herein that are intended to survive the
Employee's employment hereunder. Annual salary adjustments pursuant to Section 2
above shall not affect the other terms and conditions hereof, nor shall it
necessitate any written modifications hereof.
5. ASSIGNMENT OF RIGHTS TO PROPRIETARY INFORMATION AND INVENTIONS.
Employee recognizes that UroMed possesses or will possess information which has
commercial value in UroMed's business ("Proprietary Information") including
without limitation, information created, discovered or developed directly or
indirectly by Employee in connection with Employee's services hereunder or made
known to Employee during his or her employment. Employee acknowledges that such
Proprietary Information shall include, without limitation, inventions, product
improvements, financial, technical or sales strategies, forecasts, product
ideas, formulas, processes, copyrightable and/or patentable materials and/or
concepts, schematics, techniques, market research and /or customer lists which
Employee may create or be exposed to from time to time. Employee expressly
agrees that all Proprietary Information and rights thereto shall be and remain
the sole and exclusive property of UroMed, and Employee hereby without further
consideration, unconditionally, exclusively and irrevocably assigns to UroMed,
royalty free, all of his or her right, title and interest in such Proprietary
Information. Notwithstanding the foregoing, Employee shall execute and deliver
such confirmatory instruments of this assignment as UroMed may request
including, without limitation, applications for patent and/or copyright
registration. Employee agrees that the foregoing assignments are a material term
of employment by UroMed and that his or her compensation includes sufficient
consideration therefor. Upon the termination or expiration of Employee's
employment with UroMed, Employee shall immediately deliver to the President of
UroMed all files, notes, lists, rolodex cards, credit cards, computer disks,
recordings, print-outs, and drawings (including, without limitation, any
materials reflecting or containing Proprietary Information) which are under the
control or in the possession of Employee and relate to the operation and
business of UroMed; Employee may retain property which he can validate as his
own brought in to the company. Employee shall not be entitled to retain any
duplicates of the foregoing, and acknowledges that failure to comply with these
requirements will constitute criminal theft.
6. CONFIDENTIALITY. At all time during the operative term of this
Agreement and thereafter (including periods after the termination or expiration
of Employee's employment with UroMed) Employee shall keep in strictest
confidence and trust all Proprietary Information and will not use, discuss or
disclose any Proprietary Information without the prior written consent of UroMed
except when done in the course of employment, exclusively with other UroMed
employees. Further excepted from the foregoing shall be Proprietary Information
that (i) can be clearly demonstrated to have been in the public domain prior to
the date hereof or which comes into the public domain during the operation
hereof through no fault of Employee; and (ii) can be demonstrated to have been
developed independently by Employee prior to any involvement with UroMed.
Employee agrees that his or her compensation hereunder includes sufficient
consideration for the foregoing covenants.
7. NON-COMPETITION.
A. Employee agrees that throughout his or her employment with UroMed and
for a period of three (3) years after the expiration or termination of such
employment, Employee will not directly (as owner, partner, principal in any
entity or otherwise) or indirectly (as an employee, agent, contractor, advisor,
beneficiary or otherwise) encase in, or participate in any entity that engages
in any activity involving the development,
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manufacturing or marketing of any product or service which might (i) compete
with a UroMed product, product concept, service or service concept; or (ii)
utilize any proprietary technology being developed by UroMed unless approved in
writing by UroMed. Employee acknowledges that UroMed's business is global in
nature and therefore agrees that the foregoing restrictions apply world-wide.
B. For a period of three (3) years after the expiration or termination of
Employee's employment with UroMed, Employee shall provide UroMed with written
notice (i); of any change of Employee's residential address; and (ii) stating
the name, address and nature of each subsequent employment activity. Any such
notice of subsequent employment or business activity shall include Employee's
certification that such employment or activity does not violate the provisions
of this Agreement.
C. For a period of three (3) years after the expiration or termination of
Employee's employment with UroMed, Employee agrees not to seek to persuade any
UroMed employee. consultant, director, officer or advisory board member to
discontinue association with UroMed or become involved directly or indirectly in
any endeavor that might compete with UroMed's business.
D. Employee represents and warrants for UroMed's reliance that the
foregoing covenants in Paragraphs A-C shall not unduly impair Employee's ability
to obtain gainful employment in Employee's field subsequent to Employee's
employment by UroMed. Employee further agrees that his or her compensation
hereunder includes sufficient consideration for the restrictions imposed by the
foregoing covenants.
8. INVENTIONS AFTER EMPLOYMENT. Employee agrees that he or she shall
notify in writing of any technology, invention, discovery, concept, and/or idea
whether patentable, copyrightable or neither developed by Employee within three
(3) years after the expiration or termination of his or her employment by UroMed
which relates to UroMed's fields of interest or business operations
("Inventions"). UroMed is hereby irrevocably granted the option to take an
unconditional, exclusive, irrevocable, royalty-free assignment of such
Invention(s) upon written notice mailed to Employee within thirty (30) days
after UroMed's receipt of Employee's initial notice. If UroMed duly exercises
such option, Employee shall execute and deliver such instruments of assignment
therefor as UroMed may deem necessary or advisable including, without
limitations, applications for patent and/or copyright registration. Although
Employee agrees that the compensation provided herein shall be sufficient
consideration for the foregoing covenants to assign, Employee and UroMed agree
that in consideration for Employee's execution of assignment instruments
subsequent to employment by UroMed, Employee shall be paid $1,000.00 upon
delivery to UroMed thereof.
9. EMPLOYEE REPRESENTATIONS. Employee represents and warrants for UroMed's
reliance that (i) this Agreement does not conflict with any other agreement,
promise and/or commitment undertaken by Employee which could prohibit or impair
the performance of Employee's obligations hereunder; (ii) Employee has not and
shall not disclose to UroMed, its officers, directors, employees or agents any
proprietary information of another individual or company prohibiting such
disclosure-, (iii) Employee's compliance with the confidentiality,
non-competition and other provisions of this Agreement will not
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materially impair Employee's ability to earn a living outside of UroMed's
employment in his field; and (iv) all information on Employee's education, past
work experience and other qualifications presented to UroMed are accurate.
complete and not misleading.
10. MISCELLANEOUS.
A. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
B. Employee hereby consents to submit to the jurisdiction of the courts in
the place where UroMed's principal place of business is located at the time any
action is brought and agrees to accept service of process by registered mail or
the equivalent delivered to his or her last known address.
C. Employee agrees that any breach of Section 3, 5, 6, 7, or 8 will result
in irreparable damage to Employer and therefore consents that in addition to
recovery of provable damages and attorney's fees UroMed will be entitled to
enjoin any such breach in any competent court.
D. If any provision in this Agreement is found unenforceable, it shall not
affect any other provisions hereof. If any provisions in this Agreement is
determined to be excessively broad or overreaching, it shall be construed by
limiting it so as to be enforceable to the extent compatible with applicable
law.
E. This Agreement shall bind and inure to the benefit of UroMed and any
successor of UroMed by reorganization, merger, consolidation, liquidation, sale
or other assignee of UroMed's business or assets but shall otherwise be and
remain unenforceable.
F. The waiver by any party of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.
G. Employee acknowledges that this Agreement constitutes the complete
agreement between the parties and all offer letters, negotiations and other
agreements are subsumed and extinguished hereby. Except for salary adjustment
and UroMed's promulgation of employee rules and regulations from time to time,
no modification or amendment hereof shall be valid or enforceable unless it is
in writing and executed and delivered by the parties.
H. Employee agrees to indemnify and hold UroMed's officers, directors,
shareholders, agents and employees personally harmless from and against any and
all suits or causes of action Employee may ever have against UroMed.
I. Any cause of action or matter in dispute hereunder or otherwise
relating to Employee's relationship with UroMed, whether or not arising during
there term of this Agreement, is hereby waived unless judicial proceedings are
initiated by the complaining party within one (1) year from the later of the
accrual of the cause of action or the date on which the cause of action should
reasonably have been discovered. EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS
THAT HE OR IT MAY HAVE TO
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HAVE ANY DISPUTE (WHETHER OR NOT ARISING DURING THE TERM OF THIS AGREEMENT)
HEREUNDER OR OTHERWISE RELATING TO EMPLOYEE'S RELATIONSHIP WITH UROMED TRIED
BEFORE OR DETERMINED BY A JURY.
J. In the event of any suit relating to this Agreement or Employee's
employment hereunder as to which the Employee is the losing party, the Employee
shall pay all costs (including court costs and attorneys' fees) incurred by the
UroMed and its employees, directors, and shareholders with respect to such suit.
If the suit is settled or otherwise determined for a fixed dollar payment and
the suit involves a fixed dollar amount of damages sought, then the Employee
shall be deemed to be the losing party if the amount paid in settlement or
otherwise is 50% or less of the amount sought. If the Employee does recover
fifty percent (50%) or more of the amount sought or no specific dollar amount is
sought, the determination of who prevailed shall be made, in the absence of
agreement, by applicable court proceedings.
IN WITNESS WHEREOF the parties hereto have affixed their hands and seals
upon two (2) counterpart originals hereof as of the date and year first written
above.
EMPLOYEE UROMED CORPORATION
/s/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxx its President, hereunto
duly authorized, acting
in such capacity, and not
individually
addendum 1/25/96: If Employee is to be terminated without cause within the first
two (2) years of at-will service, Employee will be given 60 days advance notice
of this termination.
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