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EXHIBIT 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is dated as of the 5th day of July,
1996, by and between GARGOYLES, INC., a Washington corporation (the
"Corporation") and XXXXX XXXXXXXX ("Employee"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
1. Employment. Subject to the terms and conditions contained in this Agreement,
the Corporation hereby employs Employee and Employee hereby accepts employment
with the Corporation.
2. Duties And Reporting Relationship. During the Term of Employment, as defined
below, Employee shall be employed in the capacity of Vice President,
International of the Corporation, or in such other office or capacity as the
Corporation shall direct, from time to time, during the term hereof. In such
capacity, Employee shall devote his working time and attention to establishing
and maintaining a European main office for the Corporation, as well as any
necessary regional offices, and may be asked to direct the Corporation's
international operations from the Corporation's US corporate headquarters,
subject to the direct supervision and approval of Xxxxxx Worth, Chief Operating
Officer, and under the direction of the President and the Board of Directors of
the Corporation. Employee acknowledges and agrees that as Vice President,
International the hours which he is required to work will vary considerably and
will sometimes be more than 40 hours per week. Employee further acknowledges and
agrees that such work in excess of 40 hours per week is a regular and normal
part of the responsibilities for which he is compensated, and does not in any
way constitute overtime for which he is entitled to receive additional
compensation. Employee also shall perform such duties as may be specified for
companies which are controlled by or are under common control with the
Corporation, including without limitation H.S.C., a Washington corporation d/b/a
Hobie Polarized Sunglasses, and the kindling company, a California corporation,
which will develop, manufacture and sell sunglasses under the Timberland
trademark.
3. Term. Unless sooner terminated in accordance with this Agreement, the
Employee's term of employment shall become effective on the earlier of (i) the
first Monday following Employee's termination of employment with Bausch & Lomb
Incorporated or (ii) August 1, 1996 and shall continue until the third
anniversary hereof (the "Term of Employment"). Thereafter, the Term of
Employment shall continue on a quarter-to-quarter basis until either party
hereto gives at least ninety (90) days notice to the other of its decision to
end the term hereof. Any notice under this paragraph shall not be considered a
termination pursuant to the other provisions of this Agreement.
4. Base Salary. For all services rendered by Employee under this Agreement, the
Corporation shall pay Employee a Base Salary at an annual rate of
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US$175,000, payable in twice monthly installments in accordance with the
Corporation's usual payroll policies and procedures. Base Salary shall be
adjusted on a no loss/no gain to Employee basis for the effects of foreign tax,
housing, and the cost of goods and services. This Base Salary is subject to
annual increases by the Board of Directors of the Corporation, considering all
factors relevant to such a decision, but shall not be decreased.
5. Benefits.
5.1 Expenses. The Corporation shall reimburse Employee for all
reasonable and necessary business expenses incurred and advanced by him in
carrying out his duties under this Agreement promptly following presentation of
receipts and other supporting information.
5.2 Signing Bonus; Stock Option Grant. On January 1, 1997, the
Corporation shall pay Employee a bonus of US$50,000. Upon the commencement of
employment pursuant to Section 3, the Corporation will grant to Employee a
fully-vested option to purchase 1000 shares of the Corporation's Common Stock
(which number is based on 1,002,670 total shares of Common Stock issued and
outstanding) under the Corporation's 1995 Stock Option Plan (the "Plan"), a copy
of which is attached hereto as Exhibit A, under which Employee will have the
opportunity, in accordance with the terms of the Plan, to purchase such stock at
an exercise price equal to US$88 per share.
5.3 Incentive Bonus. Employee shall be entitled to participate in the
Corporation's 1996 management incentive compensation program for the five-month
period of August 1, 1996 to December 31, 1996. In addition, beginning January 1,
1997, for calendar year 1997 and thereafter during the Term of Employment,
Employee shall be entitled to participate in incentive compensation programs
established by the Corporation for management. Specific objectives and bonus
amounts will be established by the Corporation for Employee prior to 1997. Bonus
amounts established will range between twenty-five and fifty percent of
Employee's base salary.
5.4 Company Incentive Stock Option. Upon the commencement of employment
pursuant to Section 3, Employee will be granted an additional incentive stock
option under the Plan to purchase 3,000 shares of the Corporation's Common Stock
(which number is based on 1,002,670 total shares of Common Stock issued and
outstanding), in three 1000 share blocks, at an exercise price of US$88 per
share, vesting monthly at the rate of twenty percent (20%) per year, provided,
however, that vesting of such shares is also subject to the Corporation
achieving the international sales volume goals described as follows:
Block 1 1000 shares
Block 2 1000 shares
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Block 3 1000 shares
The vested portion of Block 1 shares shall become exercisable once the
Corporation achieves/has achieved $5 million in international sales, or, if this
goal is not met, on August 1, 2001.
The vested portion of Block 2 shares shall become exercisable once the
Corporation achieves/has achieved $10 million in international sales, or, if
this goal is not met, on August 1, 2001.
The vested portion of Block 3 shares shall become exercisable once the
Corporation achieves/has achieved $15 million in international sales, or, if
this goal is not met, on August 1, 2001.
If the Corporation achieves $15 million in international sales in any one
calendar year on or before the third anniversary hereof, and the Corporation
fails to extend Employee's employment past such date, then the 3000 optioned
shares discussed in this subsection 5.4 shall vest and become exercisable in
full on the third anniversary hereof.
Grant of Employee's options as described in subsections 5.2 and 5.4 hereof are
subject to approval by the Corporation's Board of Directors.
5.5 Incremental Bonus. On December 31, 1999, the Corporation shall pay
Employee an additional cash bonus in accordance with the following schedule if
between the effective date of this Agreement and December 31, 1999, the
Corporation has achieved the following international sales goals:
If between the date hereof and December 31, 1999, the Corporation's
international sales for such period total at least $30 million, on December 31,
1999 the Corporation shall pay to Employee a bonus of US$50,000.
If between the date hereof and December 31, 1999, the Corporation's
international sales for such period total at least $38.75 million, on December
31, 1999 the Corporation shall pay to Employee a bonus of US $100,000.
If between the date hereof and December 31, 1999, the Corporation's
international sales for such period total at least $47.5 million, on December
31, 1999 the Corporation shall pay to Employee a bonus of US $200,000.
5.6 Company Benefits. Employee shall be entitled to participate fully
in all the Corporation's employee benefits plans established for full-time
employees of the Corporation, including without limitation all health, medical,
retirement, life and disability insurance plans established by the Corporation
in accordance with the terms of such plans. Employee shall be entitled to
participate in any pension and
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retirement plans, stock option or ownership plans, and other fringe benefit
plans, perquisites and programs as are or may be made available from time to
time to executives or other salaried employees of the Corporation to the extent
eligible under the terms of such plans.
5.7 Vacation; Sick Leave. Employee will be entitled to vacation and
sick leave in accordance with policies of the Corporation, as amended from time
to time, generally applicable to executive employees of the Corporation.
6. Termination.
6.1 Termination for Cause. Except as set forth below, this Agreement
and Employee's employment by the Corporation may only be terminated for Cause.
For purposes of this Agreement, "Cause" shall mean: (i) Employee shall be found
by the Board of Directors of the Corporation to be guilty of fraud or other acts
of willful misconduct in connection with his employment hereunder which have a
material adverse effect on the Corporation (ii) any failure by Employee to
follow the directives of the Corporation's Chief Operating Officer, President,
or other supervisor, or the Board of Directors (iii) conviction of Employee for
commitment of a felony; (iv) any violation of law by Employee which has a
material adverse effect on the Corporation; (v) habitual use of narcotics or
alcohol which impairs Employee's performance of his duties under this Agreement;
(vi) theft or embezzlement by Employee from the Corporation; (vii) a material
breach of Employee's obligations under paragraph 7 hereof; (viii) unexcused
habitual absence from work for reasons unrelated to illness, family crisis or
disability; or (ix) failure of the Corporation to meet at least 75% of the
international sales projected during any one year in accordance with the
following schedule:
Year International Sales
---- -------------------
1997 $5 million
1998 $10 million
1999 $15 million
Employee may not be terminated for Cause unless and until he shall have been
given written notice which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination for Cause pursuant to
this paragraph 6 (the "Termination Notice"). Employee shall be deemed terminated
on the 30th day following his receipt of the Termination Notice (the
"Termination Date") if he shall have failed to cure or correct the circumstances
constituting Cause, or if such circumstances cannot reasonably be cured within a
thirty (30) day period, if Employee shall have failed to actively and diligently
pursue cure of such circumstances.
6.2 Death or Disability.
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(a) This Agreement and the Employee's employment hereunder
shall terminate upon the death of Employee. The date of Employee's death also is
referred to herein as the "Termination Date."
(b) If Employee is Disabled, the Corporation shall have the
right and may elect to terminate the services of the Employee by written notice.
The day after such written notice has been delivered to the Employee is also
referred to herein as the "Termination Date." For purposes of this Agreement,
"Disabled" shall mean that the Employee is unable to perform his duties under
this Agreement as Vice President, International of the Corporation by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last for a period
of not less than 90 days. Determination of whether Employee is Disabled shall be
made in good faith by the Board of Directors of the Corporation on the basis of
medical evidence provided by Employee's physician and, if the parties disagree,
a physician chosen by the Board of Directors.
6.3 Resignation With Good Reason. Should Employee wish to resign from
his position with the Corporation during the Employment Period with Good Reason,
he shall give thirty (30) days written notice to the Corporation specifying the
date as of which his resignation is to become effective. The date specified in
such written notice is also referred to herein as the "Termination Date".
Failure to provide such notice shall entitle the Corporation to fix the
Termination Date as of the last business day on which Employee reported for work
at the principal offices of the Corporation. "Good Reason" shall mean (i)
material breach by the Corporation of its obligations hereunder or; (ii) a
significant adverse change in the nature and scope of Employee's position of
employment.
6.4 Employee's Voluntary Resignation. Should Employee wish to resign
from his position with the Corporation during the Employment Period without Good
Reason (his "Voluntary Resignation"), he shall give thirty (30) days written
notice to the Corporation and specify the date as of which his resignation is to
become effective. The date specified in such written notice is also referred to
herein as the "Termination Date." Failure to provide such notice shall entitle
the Corporation to fix the Termination Date as of the last business day on which
Employee reported for work at the principal offices of the Corporation.
6.5 Compensation and Benefits Upon Termination.
(a) If the employment of the Employee is terminated for Cause
or by his Voluntary Resignation, the Employee shall not be entitled to any
compensation or other benefits hereunder for any period after the Termination
Date.
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(b) If the employment of Employee is terminated other than for
Cause or due to Employee's Voluntary Resignation, Employee shall be entitled to
receive (i) an amount equal to the Base Salary payable for the remaining period
of the Term of Employment, less any amounts received by Employee under
disability insurance policies provided by the Corporation or as compensation or
benefits from employment during such time and (ii) all benefits under employee
benefit plans in which Employee was participating immediately prior to the
Termination Date which would have been available to Employee during the Term of
Employment, provided that Employee's continued participation is permitted under
the terms and provisions of such employee benefit plans. If Employee's
participation in any employee benefit plan is not permitted, the Corporation
shall arrange to provide Employee with benefits substantially similar to those
which Employee otherwise would be entitled to receive.
7. Intellectual Property; Nondisclosure of Confidential Information; Covenant
Not To Compete.
7.1 Definitions.
(a) Confidential Information. For purposes of this Agreement,
Confidential Information shall mean all the Corporation's proprietary
information which derives independent economic value from its secrecy from other
persons, companies, or business entities who could obtain economic value from
its disclosure to them or use by them. Confidential Information also includes,
without limitation, research data, trade or business know-how or business plans,
inventions, devices, patterns, compilations, programs, methods, techniques, or
processes which are disclosed or made available by the Corporation to Employee,
or devised by Employee during his employ by the Corporation. Examples of
Confidential Information include, without limitation: all information
specifically identified as proposed installations, products or product lines,
information systems, or other projects, the Corporations' supplier and customer
lists and all customer information and the Corporation's existing and proposed
business and marketing plans and policies, whether written or oral, and whether
designated individually as Confidential Information or not. Confidential
Information does not include information that: (i) is a matter of public
knowledge at the time Employee first learned of the information; (ii) later
becomes a matter of public knowledge after Employee learns of it, other than
becoming public knowledge by reason of a breach by Employee of the obligations
of confidentiality set out in this Agreement, or (iii) Employee acquired during
previous employment prior to the effective date of this Agreement.
(b) Conflicting Services. For purposes of this Agreement,
Conflicting Services shall mean product development or marketing of any eyewear,
or other products which compete with products then in production and marketing,
or reasonably anticipated to be in production and marketing, by the Corporation
or
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by H.S.C., Inc., or the kindling company, or by any of their respective
exclusive licensees, and shall in addition mean all services of any type which
involve, directly or indirectly, the use or disclosure of Confidential
Information. Conflicting Services specifically do not include: (i) general
product development, marketing and promotional services, (ii) product
development, marketing and promotion of sportswear and sporting goods in
general, and (iii) product development, marketing and promotion of eyewear and
sporting goods (except for product development, marketing and promotion by
methods which include, or make use of, Confidential Information) that are not
competitive with products then in production and marketing, or reasonably
anticipated to be in production and marketing by the Corporation or by Pro-Tec,
Inc., or by any of their respective exclusive licensees.
(c) Conflicting Territories. For purposes of this Agreement,
Conflicting Territories shall mean, severally or together, each of the states of
the United States, and all foreign countries in which the Corporation and H.S.C.
and the kindling company products are now sold or are hereafter sold.
(d) Invention. For purposes of this Agreement, Invention shall
mean all new inventions, discoveries, creations and works of authorship, and any
improvements to existing inventions, whether patentable or not, and all software
relating to any inventions, discoveries or improvements, which Employee
conceives, makes, develops, or reduces to practice, whether alone or with any
other person, company or business entity, (i) while Employee is working for the
Corporation in any capacity under this Agreement which relates to any questions
or problems for which the Corporation has requested Employee's services, (ii)
that are based in any way on Confidential Information received by Employee from
the Corporation or developed or made by Employee during his employ at the
Corporation, or (iii) with the aid of any equipment, supplies, facilities or
employees of the Corporation or on the Corporation's time.
7.2 Non Disclosure of Confidential Information. Employee agrees not to
disclose or to use any Confidential Information, either during or after
employment by the Corporation, except as required by the performance of duties
within the scope of Employee's employment. Employee agrees to apply his best
efforts to otherwise prevent unauthorized disclosure or use of any Confidential
Information, and to immediately inform an officer of the Corporation if any
improper disclosure or use does occur.
7.3 Adherence to Confidentiality. Employee acknowledges his
understanding and recollection that his employment with the Corporation has
always been under terms of the strictest confidentiality which were at least the
equivalent of the confidentiality terms of this Agreement, and acknowledges and
states that at no time during his employment with the Corporation has he
departed in any substantial way from adherence to those terms.
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7.4 Conflicting Services. Although certain provisions of this Agreement
allow Employee to engage in Conflicting Services subject to certain terms and
conditions, Employee's common law and contractual duties to maintain and
preserve the secrecy of the Corporation's Confidential Information continue in
perpetuity unabated and unchanged by those provisions.
7.5 Covenant Not To Compete.
(a) Representation of Employee. Employee represents that, and
the Corporation offers this employment in reliance upon Employee's
representation that, in the event of termination or expiration of Employee's
employment for any cause whatsoever, Employee's experience, education, training
and capabilities are such that he can obtain employment performing activities
which are not Conflicting Services, or which are to be performed outside of
Conflicting Territories, and that the enforcement of this Agreement by way of
injunction will not present Employee from earning a living.
(b) Covenant of Employee; Term. Employee agrees that he will
not directly or indirectly, whether as principal, agent, officer, director,
employee, salesman, or otherwise, alone or in associate with any other person,
firm, corporation or other business corporation, enter into, participate in, or
engage in any Conflicting Services within any Conflicting Territory. Employee
also agrees not to either directly or indirectly solicit for employment or
employ any employee of the Corporation for any party other than the Corporation.
Employee further agrees that he shall not directly or indirectly acquire or own
any shares or other interest in the business of any person, firm, corporation or
other business organization which is engaged in or proposes to become engaged in
any Conflicting Services within any Conflicting Territory (other than for bona
fide non-controlling investment purposes). If Employee's employment with the
Corporation terminates for Cause or because of his Voluntary Resignation, and
provided the Corporation is not in default of its payment and other obligations
to Employee arising under this Agreement, Employee's Covenant Not To Compete
shall be effective for a period of one year from the Termination Date and shall
be effective and enforceable in and throughout all Conflicting Territories. If
Employee is terminated for any reason other than for Cause or because of his
Voluntary Resignation, Employee's Covenant Not To Compete shall be effective for
a period of the remainder of the Term of Employment plus six months from the
Termination Date and shall be effective and enforceable in and throughout all
Conflicting Territories.
(c) Enforcement. Employee agrees that as to the geographic
areas and the time periods set forth above for the purpose of the Covenant Not
To Compete, each Conflicting Territory and each time period are divisible and
separate so that in the event the Covenant Not To Compete is held by a court to
be invalid or unenforceable as to any geographic area or for any time period
described, the Covenant Not To Compete shall remain valid and enforceable in all
remaining
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geographic areas and time periods. Employee agrees that it is his express
intention that, in the event a court reforms this Agreement, the Corporation be
given the broadest protection allowed by law as respects this Agreement and the
Covenant Not To Compete.
7.6 Employee Invention Materials and Invention Disclosure.
(a) Employee shall, at all times of employment and/or
thereafter, immediately and fully disclose to the Corporation all information
regarding each Invention conceived, made, developed, or perfected during
Employee's employment by the Corporation, for the purpose of determining the
Corporation's and Employee's rights to each Invention. Employee's duty of
immediate and complete disclosure under this section continues throughout
Employee's employment with the Corporation. Each Invention which Employee is
required to disclose to the Corporation under this section becomes confidential
information at the moment the Employee's duty to disclose under this section
arises, regardless of whether or not Employee actually discloses the Invention
to the Corporation.
(b) Employee agrees to keep, preserve in good condition and
make available to the Corporation complete and up-to-date records, including
sketches, drawings, notebooks and other documents relating to the Invention,
including documents stored in electronically readable form, and documented
source code where applicable, as well as prototypes, and other evidence of the
reduction to practice of the Invention or the conception and occurrence and
dates of the Invention ("Invention Materials"). Employee acknowledges that all
such Invention Materials are the property of the Corporation.
7.7 Employee Invention Assignment and Continued Employee Assistance.
(a) Employee hereby assigns to the Corporation all of
Employee's rights in each Invention which (i) is developed using the
Corporation's equipment, supplies, facilities, or information supplied by the
Corporation to Employee; or (ii) which relates directly to the business of the
Corporation, or to the Corporation's actual or demonstrably anticipated research
or development; or (iii) which has resulted from any work performed by the
Employee for the Corporation, whether or not on the Corporation's time. See
attached Exhibit B for a description of Employee Inventions which by law are not
subject to the assignment requirement of this section.
(b) Without limiting the generality of the assignment
provisions in the preceding paragraph, all creative works authored by Employee
during Employee's employment with the Corporation, at the request of the
Corporation, are "works for hire" as that term is defined by the federal
Copyright Act, as enacted or hereafter amended. The copyright to such works is
owned exclusively by the Corporation, and Employee has no ownership rights in,
or control over, such works. Employee shall be
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entitled to request and receive authorship credit in such works, and to have it
displayed as is typical in the industry to which the work applies.
7.8 Employee Cooperation. Employee further agrees that Employee will,
at no charge to the Corporation, and at no expense to Employee, during and after
Employee's employment, cooperate with the Corporation in any or all of the
following: (i) prosecution of US and foreign copyright registration applications
for any works of authorship by Employee which the Corporation chooses to file;
(ii) prosecution of US and foreign patent applications, including all
continuation, divisional, continuation-in-part, reissue, reexamination, patent
term extension applications and the like and related petitions, and including
all foreign, regional or international counterparts of such applications for
each assignable Invention and improvements thereon which the Corporation chooses
to file; and (iii) enforcement of any patents or copyright registrations issuing
from such applications, or trade secret rights therein, including executing,
verifying, acknowledging and delivering to the Corporation all such papers, and
performing all such actions, as the Corporation shall from time to time
reasonably request related to such enforcement or prosecution or recordation
actions by the Corporation, such papers including without limitation patent and
copyright registrations applications and assignment documents therefor,
declarations, petitions, and instruments of transfer.
7.9 Corporation's Right to File. In addition, it is understood that the
Corporation shall have the right to file for patents, copyrights, or any other
state or federal statutory intellectual property rights in assignable
Inventions, in Employee's name, or the Corporation's name, or in the name of the
Corporation's nominee, at the Corporation's sole option.
7.10 Warranty of Originality and Preservation of Third Party
Confidences.
(a) Employee undertakes not to disclose to the Corporation or
its other employees any information which Employee is under an obligation to any
third party to keep confidential. Employee represents and warrants that any
information disclosed by Employee to the Corporation is not confidential and/or
proprietary to Employee and/or to any third party.
(b) Employee warrants that, to the best of Employee's
knowledge, all works of authorship or Inventions created by Employee under this
Agreement are original, created by Employee, and will not infringe any trade
secret, patent, copyright, or other proprietary rights of third parties.
Employee represents and warrants that he is under no obligation or restriction,
and further, that Employee will not assume any such obligation or restriction,
which would in any way interfere or be inconsistent with, or present a conflict
of interest concerning, the services furnished by Employee under this Agreement.
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8. Dispute Resolution. Any dispute related to the parties' employment
relationship shall be resolved exclusively through binding arbitration in
Seattle, Washington, under the American Arbitration Association's Commercial
Arbitration Rules (the "Arbitration Rules"), except as otherwise provided
herein. The aggrieved party must deliver to the other party a written notice of
his intention to seek arbitration no later than one hundred eighty (180) days
after the event that first gives rise to the dispute. If such notice is not
delivered within such time period, the aggrieved party's rights shall be
irrevocably waived. The dispute shall be decided by one arbitrator selected by
mutual agreement of the parties, or absent agreement, in accordance with the
Arbitration Rules. The arbitrator's fees and other expenses of the arbitrator
shall be shared equally. The parties shall bear their own respective costs and
attorney's fees. Washington State law shall govern all substantive aspects of
the dispute, and all procedural issues not covered by the Arbitration Rules.
Nothing in this Section 8, however, shall deprive a court of competent
jurisdiction of the authority to apply a temporary restraining order or
preliminary injunction prohibiting a violation of this Agreement prior to any
arbitration proceeding.
9. Enforcement. Employee agrees that damages for breach of his obligations under
or related to paragraph 7 of this Agreement may be difficult to determine and
may be inadequate to remedy the harm that may be caused thereby, and therefore
consents that such obligations may be enforced by injunctive relief and other
appropriate remedies without necessity of bond or other security. Such
injunctive relief shall be in addition to and not in place of any other remedies
available at law or equity. Employee acknowledges that the restraints imposed by
this Agreement are necessary for the protection of the business and goodwill of
the Corporation, are not greater than are necessary to protect said business and
goodwill and that he is capable of gainful employment without breaching this
Agreement. However, should any court or tribunal decline to enforce any
provision of this Agreement as written, the parties hereby agree that this
Agreement shall, to the extent applicable to that circumstance before such
court, be deemed to be modified to restrict Employee's competition with the
Corporation to the maximum extent of time, scope and geography which the courts
shall find enforceable, and such provisions shall be so enforced.
10. Entire Agreement. The provisions contained herein constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede any and all prior agreements, understandings and communications
between the parties, oral or written, with respect to such subject matter.
11. Modification. Any waiver, alteration, amendment or modification of any
provisions of this Agreement shall not be valid unless in writing and signed by
all the parties hereto.
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12. Assignment. This Agreement is personal to Employee and Employee may not
assign any of his rights or delegate any of his duties hereunder.
13. Notices. All notices and other communications called for or required by this
Agreement shall be in writing and shall be addressed to the parties at their
respective addresses stated below or to such other address as a party may
subsequently specify in writing and shall be given by (i) hand delivery, (ii) US
certified or first-class registered mail, return receipt requested and postage
prepaid, (iii) overnight receipted courier, or (iv) telephonically confirmed
facsimile transmission. Notices given in accordance with this paragraph shall be
effective upon receipt or when receipt is refused.
To the Corporation: Gargoyles, Inc.
0000 X. 000xx Xxxxxx
Xxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
To Employee: Xxxxx Xxxxxxxx
Tel:
Fax:
14. Governing Law. This Agreement, including all matters of construction,
validity and performance, shall be governed by and construed and enforced in
accordance with the laws of the state of Washington without regard to its
conflict of law provisions which might otherwise require the application of the
law of any other jurisdiction. The Corporation expressly consents to
jurisdiction of the courts of the State of Washington and to venue in King
County, Washington.
15. Headings. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
this Agreement.
16. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, and as so executed shall constitute one
agreement.
17. Severability. Unless otherwise provided herein, if any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above mentioned.
GARGOYLES, INC.,
a Washington corporation
/s/ XXXXXXX X. XXXXX /s/ XXXXX XXXXXXXX
By:
--------------------------------------- ---------------------------
Xxxxxxx X. Xxxxx, President and CEO Xxxxx Xxxxxxxx
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EXHIBIT A
1995 STOCK OPTION PLAN
15
EXHIBIT B
TO XXXXXXXX-GARGOYLES EMPLOYMENT AGREEMENT
NOTIFICATION TO EMPLOYEE
REGARDING EMPLOYEE INVENTIONS
A Washington state statute, Revised Code of Washington (RCW)
49.44.140(3), requires that all employers who include a provision in an
Employment Agreement requiring assignment of any employee's rights in any
invention must provide the following written notification to employees entering
into the Employment Agreement:
INVENTION ASSIGNMENT PROVISIONS IN EMPLOYMENT AGREEMENTS DO NOT APPLY
TO AN INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE
SECRET INFORMATION OF THE EMPLOYER WAS USED AND WAS DEVELOPED ENTIRELY
ON THE EMPLOYEE'S OWN TIME, UNLESS:
a) THE INVENTION RELATES
i) DIRECTLY TO THE BUSINESS OF THE EMPLOYER; OR
ii) TO THE EMPLOYER'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT; OR
b) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY THE
EMPLOYEE FOR THE EMPLOYER.
I acknowledge that I have read and fully understand this written notification,
and that I have received a separate copy of this notification:
EMPLOYEE:
XXXXX XXXXXXXX
----------------------------------
Date:
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