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EXHIBIT 10.10
UROPLASTY, INC. AND SUBSIDIARIES
Employment Agreement between Uroplasty, Inc. and
Xxxxxx X. Xxxxxx dated December 7, 1999
UROPLASTY, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
effective the 7th day of December, 1999, between Uroplasty, Inc., a Minnesota
corporation, located at 0000 Xxxxxx Xxxxxx X.X., Xxxxxxxxxxx, Xxxxxxxxx, 00000
(hereinafter referred to as the "Company") and Xxxxxx X. Xxxxxx, who resides at
00000 Xxxxxxx Xxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000 (hereinafter referred to
as "Employee").
1. EMPLOYMENT. The Company hereby employs Employee as President and
Chief Executive Officer of the Company and Employee accepts such employment and
agrees to serve the Company with undivided loyalty and to the best of his
ability promote the interests and business of the Company and to devote his full
business time, energy and skill to such employment.
2. DUTIES AND POWERS.
(a) Employee shall report to the Board of Directors of the
("the Board").
(b) Employee shall perform such duties as a President and
Chief Executive Officer would customarily perform and such other duties as may
be assigned to him from time to time by the Board.
3. TERM. The term of this Agreement shall commence on December
7, 1999, and shall continue indefinitely, until such time, if any, that this
Agreement is terminated pursuant to Section 9 herein.
4. BASE SALARY. The Company shall pay to Employee a base salary of
One Hundred Eighty Thousand Two Hundred Dollars ($180,200.00) per year, which
shall be paid in installments payable at least twice per month, and such amount
shall be adjusted at least on an annual basis pursuant to the mutual agreement
of the Company and Employee.
5. FRINGE BENEFITS. During the term of Employee's employment with
the Company, the Company shall provide to Employee the right to participate in
all fringe benefits and perquisite and benefits programs as are made available
to employees or executives of the Company from time to time, including, without
limitation, health-care coverage provided by the Company or a third party under
contract with the Company and three weeks per year paid vacation.
6. REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall reimburse
Employee for the reasonable and necessary expenses incurred in connection with
the performance of his duties in accordance with the policies and procedures of
the Company governing such expenses, upon presentation of appropriate vouchers
for said expenses. Such reimbursable expenses shall include, but not be limited
to, costs associated with travel and temporary living arrangements in counties
where Company subsidiaries are located and the cost of preparation of the
Employee's personal income tax returns.
7. CONFIDENTIALITY AGREEMENT. herewith and in connection with this
Agreement, the parties have also entered into that certain Employee
Confidentiality, Inventions, Non-
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Solicitation and Non-Compete Agreement, which shall supercede any other
agreement entered into previously between the Company and employee having a
similar purpose or effect, such as but not limited to the Employee Patent and
Confidential Information Agreement. Agreements referred to in this Section 7 of
this Agreement shall collectively be referred to herein as the "Confidentiality
Agreements".
8. EMPLOYEE STOCK OPTION AGREEMENT. Contemporaneously herewith
and in connection with this Agreement, the parties hereto have entered into that
certain Employee Stock Option Agreement No. 60.
9. TERMINATION. Employee's employment with the Company may be
terminated by the Company or Employee, with or without cause, upon thirty (30)
days' written notice to the other party. Such employment may also be terminated
immediately by the Company by written notice to Employee for the following
events which would constitute "Cause": (a) Employee is convicted of a felony,
(b) Employee has committed any theft or fraudulent act or has acted dishonestly
with respect to any business of the Company, (c) Employee has engaged in
substance abuse, or (d) Employee has breached any agreement made between
Employee and the Company, including, without limitation, the Confidentiality
Agreements, as defined in Section 7 hereto. In no event shall termination for
Cause be based solely on Employee's employment performance.
10. SEVERANCE PAYMENT. If the Company, its successors or assigns
terminate this Agreement without Cause, the Company, its successors or assigns
shall continue to pay to Employee his monthly base salary for a period equal to
one month following such termination for each full year of employment with the
Company, provided, however, that the Company shall have no obligation to make
such payments if Employee has breached any term or provision of the
Confidentiality Agreement, as defined in Section 7 hereto. In no event shall
post-termination payments payable pursuant to this paragraph be made to Employee
for a period less than four (4) or greater than twelve (12) months.
11. SEVERABILITY. If any provision of this Agreement shall be held by
any court of competent jurisdiction to be illegal, invalid or unenforceable,
such provision shall be construed and enforced as if it had been more narrowly
drawn so as not to be illegal, invalid or unenforceable, and such illegality,
invalidity or unenforceability shall have no effect upon and shall not impair
the enforceability of any other provision of this Agreement.
12. ATTORNEYS' FEES AND COSTS. If any action at law or in equity
is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he or it may be
entitled.
13. WAIVER OF BREACH. Any waiver by either party of compliance with
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any other provision of this Agreement, or of any
subsequent breach by such party of a provision of this Agreement.
14. AMENDMENT. This Agreement may be amended only in writing, signed
by both parties.
15. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties with regard to all matters contained herein. Other
than those agreements referred to in this Agreement, there are no other
agreements, conditions or representations, oral or written, expressed or
implied, with regard thereto. This Agreement supersedes all prior agreements, if
any, relating to the employment of Employee by the Company.
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16. BINDING EFFECT. This Agreement is and shall be binding upon the
heirs, personal, legal representatives, successors and assigns of the parties
hereto; provided, however, Employee may not assign this Agreement.
17. NO THIRD PARTY BENEFICIARIES. Nothing herein expressed or implied
is intended or shall be as conferring upon or giving to any person, firm or
corporation other than the parties hereto any rights or benefits under or by
reason of this Agreement.
18. NOTICES. Any notice to be given under this Agreement by either
Employee or the Company shall be in writing and shall be effective upon personal
delivery or delivery by mail, registered or certified, postage prepaid with
return receipt requested. Mailed notices shall be addressed to the party at the
address set forth at the beginning of this Agreement, but each party may change
its or his address by written notice in accordance with this paragraph. Notice
delivered personally shall be deemed given as of actual receipt and mailed
notices shall be deemed given as of three business days after mailing.
19. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute but one and the same agreement.
20. GOVERNING LAW. This Agreement shall be interpreted and enforced
in accordance with the laws of the of Minnesota, without giving effect to
conflict of law principles contained therein. The venue for any action hereunder
shall be in the State of Minnesota, whether or not such venue is or subsequently
becomes inconvenient, and the parties consent to the jurisdiction of the courts
of the State of Minnesota, County of Hennepin, and the U.S. District Court,
District of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above:
UROPLASTY, INC. EMPLOYEE:
Signature:
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Xxxxxx X. Xxxxxx
Print Name: Date:
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Title: Date:
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