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EXHIBIT NUMBER 10.6
EMPLOYMENT AGREEMENT
August 4, 1997
Ms. Xxxx North
00 Xxxxxxxx Xxxxx, X.X.
Xxxxxxx, XX 00000
Dear Xxxx:
I along with the Board of Directors of VSI Enterprises are pleased to offer you
the position of CEO of VSI Enterprises as well as a position on its Board of
Directors. The position also includes responsibilities within VSI's
subsidiaries as depicted on Attachment A.
This offer and subsequent contract is contingent on BellSouth's agreement as
reflected by approval of VSI as a noncompetitive post retirement opportunity
for you.
Your compensation can be flexible depending on your personal financial wishes
but would be based on the below amounts with appropriate mutually agreed upon
equivalents.
1. Base Salary: $160,000 annualized.
2. Initial grant of 150,000 VSI options at the close of business last trade
strike price on the date of contract signature.
3. Three year vesting (1/3 each year at the annual contract date) of 300,000
shares of VSI stock options with the same strike price as item 2.
4. There will be additional incentives granted which will be performance
oriented at the discretion of the Board as part of its annual compensation
review (normally determined in November).
5. Automobile car allowance on a lease basis of the Mercury Marquis or
equivalent category.
VSI has a number of employee benefits, a copy of which I have included for your
information. Should you be terminated except for cause, not including
resignation, after six months you will be afforded six months base salary. I
have also attached a VSI Employment Agreement.
We realize you may wish to continue your BellSouth benefits and are therefore
flexible regarding compensation. We also understand you wish to complete your
"age/service" and other BellSouth-related responsibilities with an employment
date of October 1, 1997. The contract signature date should be no later than
August 4, 1997. As I further indicated to you it is my intent to remain as
Chairman of the Board of Directors for a time (subject to the wishes of the
Board and my successor CEO). After that period I would resign as Chairman in
favor of the successor CEO (subject to Board and shareholder approval).
Xxxx, I am very enthusiastic about working with you as VSI-CEO. The Board of
Directors is unanimous in its opinion you are an ideal match for VSI and its
opportunities and challenges.
Sincerely,
/s/ X.X. Xxxxxxxx, P.E.
Chairman & CEO
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as
of the 4th day of August, 1997 by and between VSI ENTERPRISES, INC., a
Delaware corporation, ("Company") and XXXX NORTH ("Employee"), an
individual.
For and in consideration of the mutual covenants described below, the
parties hereto agree as follows:
1. EMPLOYMENT. The Company agrees to employ or continue to employ Employee,
and Employee agrees to accept and continue such employment, upon the following
terms and conditions.
2. DUTIES. Employee shall assume the responsibilities and perform the duties
specified in the attached organization chart. Such duties may be revised from
time to time at the sole discretion of the Company. Employee agrees to devote
his or her full time and energy to the furtherance of the business of the
Company and shall not during the term hereof work or perform services in any
advisory or other capacity for any individual, firm, company, or corporation
other than for the Company, except as otherwise agreed to by the Company.
3. COMPENSATION. The Company shall pay as compensation for all the services to
be rendered the salary and additional compensation, if any, described in the
transmittal letter (the "Employee Compensation") and as the Employee
Compensation may be determined by the Company in its sole discretion from time
to time. The Company's obligation to pay Employee any Employee Compensation
shall cease upon termination of Employee's employment with the Company.
Employee's annual salary shall be prorated on a daily basis for the years in
which Employee commences and terminates his or her employment relationship with
the Company.
4. TERM AND TERMINATION. This Agreement shall be effective upon execution by
the parties and shall remain in full force and effect thereafter, until
terminated as provided herein. Either party may terminate this Agreement at any
time for any reason, whether for cause or not for cause, by providing written
notice to the other party on or prior to the proposed date of termination. This
Agreement shall terminate immediately upon the death of Employee. Upon
termination of employment for any reason, Employee shall return immediately to
the Company all documents, property, and other records of the Company, and all
copies thereof, within Employee's possession, custody or control, including but
not limited to any materials containing any Trade Secrets or Confidential
Information (as defined below) or any portion thereof.
5. OWNERSHIP. For purposes of this Agreement, "Work Product" shall mean the
data, materials, documentation, computer programs, inventions (whether or not
patentable), and all works of authorship, including all worldwide rights
therein under patent, copyright, trade secret, confidential information, or
other property right, created or developed in whole or in part by Employee,
whether prior to the date of this Agreement or in the future, either (i) while
retained by the Company and that have been or will be paid for by the Company,
or (ii) while employed by the Company (whether developed during work hours or
not). All Work Product shall be considered work made for hire by the Employee
and owned by the Company. If any of the Work Product may not, by operation of
law, be considered work made for hire by Employee for the Company, or if
ownership of all right, title, and interest of the intellectual property rights
therein shall not otherwise vest exclusively in the Company, Employee hereby
assigns to the Company, and upon the future creation thereof automatically
assigns to the Company, without further consideration, the ownership of all
Work Product. The Company shall have the right to obtain and hold in its own
name copyrights, registrations, and any other protection available in the Work
Product. Employee agrees to perform, during or after Employee's employment,
such further acts as may be necessary or desirable to transfer, perfect, and
defend the Company's ownership of the Work Product that are reasonably
requested by the Company.
6. TRADE SECRETS AND CONFIDENTIAL INFORMATION.
(a) The Company may disclose to Employee certain Trade Secrets and
Confidential Information (defined below). Employee acknowledges and agrees that
the Trade Secrets and Confidential Information are the sole and exclusive
property of the Company (or a third party providing such information to the
Company) and that the Company or such third party owns all worldwide rights
therein under patent, copyright, trade secret, confidential information, or
other property right. Employee acknowledges and agrees that the disclosure of
the Trade Secrets and Confidential Information to Employee does not confer upon
Employee any license, interest or rights of any kind in or to the Trade Secrets
or Confidential Information. Employee may use the Trade Secrets and
Confidential Information solely for the benefit of the Company while Employee
is employed or retained by the Company. Except in the performance of services
for the Company, Employee will hold in confidence and not reproduce,
distribute, transmit, reverse engineer, decompile, disassemble, or transfer,
directly or indirectly, in any form, by any means, or for any purpose, the
Trade Secrets or the Confidential Information or any portion thereof. Employee
agrees to return to the Company, upon request by the Company, the Trade Secrets
and Confidential Information and all materials relating thereto.
(b) Employee's obligations under this Agreement with regard to the Trade
Secrets shall remain in effect for as long as such
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information shall remain a trade secret under applicable law. Employee
acknowledges that its obligations with regard to the Confidential Information
shall remain in effect while Employee is employed or retained by the Company
and for three (3) years thereafter. As used herein, "Trade Secrets" means
information of the Company, its licensors, suppliers, customers or prospective
licensors or customers, including, but not limited to, technical or
nontechnical data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data, financial plans,
product plans, or a list of actual or potential customers or suppliers, which
(a) derives economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use; and (b) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.
(c) Employee acknowledges that existing or prospective customers of the
Company may be companies which are publicly traded and subject to various rules
and regulations of the Securities and Exchange Commission. Employee
acknowledges that the Company has a policy that no one associated with the
Company may trade in securities of any customer of the Company based on
material, nonpublic information concerning the customer. Additionally, the
Company expressly forbids the unauthorized disclosure of any nonpublic
information acquired by anyone associated with the Company relating to a
customer of the Company. Employee shall notify the Company prior to trading the
securities of any customer of the Company.
7. CUSTOMER NON-SOLICITATION. Employee agrees that for a period of eighteen
(18) months immediately following termination of Employee's employment with the
Company for any reasons, including, without limitation, voluntary resignation
from employment by Employee ("Non-Solicitation Period"), Employee shall not, on
Employee's own behalf or on behalf of any person, firm, partnership,
association, corporation or business organization, entity or enterprise,
solicit, contact, call upon, communicate with or attempt to communicate with
any customer or prospect of the Company, or any representative of any customer
or prospect of the Company, with a view to sale or providing of any deliverable
or service sold or provided or under development by the Company during the time
of two (2) years immediately preceding cessation of Employee's employment with
the Company, provided that the restrictions set forth in this paragraph shall
apply only to customers or prospects of the Company, or representatives of
customers or prospects of the Company, with which Employee had material contact
during such two (2) year period. The actions prohibited by this paragraph shall
not be engaged in by Employee directly or indirectly, whether as manager,
salesperson, agent, technical support, sales, or service representative, or
otherwise. Employee acknowledges that the Company provides products and
services to small and large customers throughout the United States and
internationally and that a territorial restriction on the non-solicitation
provisions of this paragraph would not adequately protect the legitimate
interests of the Company.
8. EMPLOYEE NON-SOLICITATION. Employee agrees that Employee shall not call
upon, solicit, recruit, or assist others in calling upon, recruiting or
soliciting any person who is or was an employee of the Company within the
Non-Solicitation Period, for the purposes of having such person work in any
other corporation, association, entity, or business engaged in providing video
conferencing or satellite downlink services of the same or similar kind as
offered by the Company.
9. EQUITABLE RELIEF. The parties to this Agreement acknowledge that a breach by
Employee of any of the terms or conditions of this Agreement will result in
irrevocable harm to the Company and that the remedies at law for such breach
may not adequately compensate the Company for damages suffered. Accordingly,
Employee agrees that in the event of such breach, the Company shall be entitled
to injunctive relief or such other equitable remedy as a court of competent
jurisdiction may provide. Nothing contained herein will be construed to limit
the Company's right to any remedies at law, including the recovery of damages
for breach of this Agreement.
10. SEVERABILITY. If any provision or part of any provision of this Agreement
is held invalid or unenforceable by a court of competent jurisdiction, such
holding shall not affect the enforceability of any other provisions or parts
thereof, and all other provisions and parts thereof shall continue in full
force and effect.
11. MISCELLANEOUS. This Agreement shall not be amended or modified except by a
writing executed by both parties. This Agreement shall be binding upon and
inure to the benefit of the Company and its successors and assigns. Due to the
personal nature of this Agreement, Employee shall not have the right to assign
Employee's rights or obligations under this Agreement without the prior written
consent of Company. This Agreement shall be governed by the laws of the State
of Georgia without regard to its rules governing conflicts of law. This
Agreement and the attached Exhibits represent the entire understanding of the
parties concerning the subject matter hereof and supersede all prior
communications, agreements and understandings, whether oral or written,
relating to the subject matter hereof. All communications required or otherwise
provided under this Agreement shall be in writing and shall be deemed given
when delivered to the address provided below such party's signature (as may be
amended by notice from time to time), by hand, by courier or express mail, or
by registered or certified Unites States mail, return receipt requested,
postage prepaid. The transmittal letter and organization chart, attached
hereto, are incorporated herein by this reference.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
affixed their hands and seals effective as of the date first above written.
EMPLOYEE: VSI ENTERPRISES, INC.
/s/ Xxxx North By:/s/ X. X. Xxxxxxxx
--------------------------------- ---------------------------
Signature Chairman & CEO
Date: Date: 8-4-97
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Address:
00 Xxxxxxxx Xxxxx, X.X. 0000 Xxxxxx Xxxxxxx Xxxx
-------------------------- Xxxxxxxx, Xxxxxxx 00000
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Xxxxxxx, XX 00000
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