Exhibit 10.15
FORM OF EMPLOYMENT AGREEMENT
AGREEMENT made this day of , , between
("Employee") and Lante Corporation and any existing or future assigns or
subsidiaries owned or controlled, directly or indirectly by Lante and for whom
Employee works ("Lante").
In consideration of Employee's employment or continued employment by Lante,
Employee's wages or salary and other employee benefits in compensation of
Employee's services, and the other mutual covenants and agreements contained
herein, and in lieu of any prior agreement, Employee and Lante agree as follows:
1. Employment. Employee agrees to use his best efforts and abilities to
promote the interests of Lante. Lante hereby agrees to employ Employee as
further defined in this Agreement. Except as provided in this Agreement, Lante
agrees to pay Employee's salary, at the rate agreed to from time to time, and to
confer upon Employee Lante's standard health insurance, paid time off (vacation,
sick and personal time), and retirement plan benefits, all as governed by its
"Employee Handbook" and other plan documents, as amended from time to time.
2. Inventions. (a) As used herein, "Inventions" means discoveries,
improvements and ideas (whether or not shown or described in writing or reduced
to practice) and works of authorship, whether or not patentable or
copyrightable, (i) which relate directly to the business of Lante, (ii) which
relate to Lante's actual or demonstrably anticipated research or development,
(iii) which result from any work performed by Employee for Lante, (iv) for which
equipment, supplies, facility or trade secret information of Lante is used, or
(v) which is developed on any Lante time. This section does not apply to any
invention developed by Employee prior to Employee's employment by Lante,
provided that such invention is listed and described in an exhibit attached to
and made part of this Agreement.
(b) With respect to Inventions made, authored or conceived by
Employee, either solely or jointly with others, during Employee's employment,
whether or not during normal working hours and whether or not at Lante's
premises, Employee acknowledges and agrees that all such works are "works made
for hire" and, consequently, that the Company owns all copyright and other
rights thereto. Employee further agrees that it will (i) keep accurate, complete
and timely records of such Inventions, which records shall be Lante's property
and be retained on Lante's premises; (ii) promptly and fully disclose and
describe such Inventions in writing to Lante; (iii) assign, and does hereby
assign, to Lante all of Employee's rights to such Inventions and to patents,
copyrights, and applications therefore with respect to such Inventions; and (iv)
acknowledge and deliver promptly to Lante (without charge to Lante but at the
expense of Lante) such written instruments and do such other acts as may be
necessary in the opinion of Lante to obtain and preserve such property rights
and to vest the entire right and title thereto in Lante.
(c) Employee will cooperate with Lante in the execution of any
documents which effect the assignment of Inventions or rights thereto which may
be required by a Lante clients or other third party, provided that such
requirement is no broader than the requirements of Section 2(b) above.
(d) Pursuant to the provisions of the Illinois Employee Patent Act,
765 ILCS 1060/2, Employee acknowledges receipt of notice that this assignment
does not apply to an invention for which no equipment, supplies, facility, or
trade secret of the Company was used and which was developed entirely on
Employee's own time, unless (a) the invention relates (i) to the business of the
Company, or (ii) to the Company's actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by Employee
for the Company.
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3. Confidential Information. (a) During the term of Employee's employment by
Lante and any time thereafter, except in the course of performing Employee's
employment duties for Lante, Employee will not use, disclose, reveal or report
any Confidential Information of Lante, of Lante's past or current clients, or of
other parties which have disclosed confidential or proprietary information to
Lante. As used herein, "Confidential Information" means information not
generally known that is proprietary to Lante, its clients or other parties,
including but not limited to information about any clients, prospective clients,
sales proposals, employees, processes, operations, products, services,
organization, research, development, accounting, marketing, applications,
selling, servicing, finance, business systems, computer systems, software
systems and techniques. All information disclosed to Employee, or to which
Employee obtains access, whether originated by Employee or by others, which
Employee has reasonable basis to believe to be Confidential Information, or
which is treated by Lante or its clients or other parties as being Confidential
Information, shall be presumed to be Confidential Information.
(b) Employee will cooperate with Lante in the execution of any
personal confidentiality agreement which may be required by a Lante clients or
other third party, provided that such agreement is no broader in its provisions
to the requirements of Section 3(a) above.
4. Nonsolicitation. During the Nonsolicitation Period (defined below) Employee
shall not, without Lante's written consent, directly nor indirectly, by or for
himself or as the agent of another or through others as Employee's agents (i)
solicit or accept any business from any client for whom Lante has performed any
services or issued any proposals in the two (2) year period prior to such
solicitation or acceptance, (ii) request, induce or advise any such client to
withdraw, curtail or cancel its business with Lante or (iii) solicit for
employment, employ, or engage as a consultant any person who had been an
employee of Lante at any time within the six (6) months prior to such
solicitation or engagement.
The "Nonsolicitation Period" immediately follows Employee's termination of
employment, and is based upon the position held by the Employee immediately
prior to such termination:
. For Vice Presidents, Managing Directors, Directors, and Principals the
period is two (2) years following termination of employment;
. For Managers, including Architects, the period is one (1) year following
termination of employment;
. For all other positions the period is six (6) months following
termination of employment.
5. Return of Lante Property. Upon termination of employment, Employee shall
return to Lante all copies of any Confidential Information (whether in paper,
electronic or any other form) as well as all hardware, software, books,
documentation, files, keys, keycards, company credit cards, records, lists and
any other information or property owned by Lante within Employee's possession or
control, including all copies thereof.
6. Injunctive Relief. In the event of a breach or threatened breach of
Sections 2, 3, 4 or 5 by Employee, Lante shall be entitled, without posting of a
bond, to an injunction restraining such breach, an accounting and repayment of
profits, compensation, commission, remuneration or other benefits that Employee,
directly or indirectly, may realize as a result of such violation and to
reimbursement of any attorneys' fees and costs incurred by Lante as a result of
such breach. Nothing herein shall be construed as prohibiting Lante from
pursuing any other remedy available to it for such breach.
7. Term. (a) Employment under this Agreement may be terminable by either Lante
or Employee without cause with a minimum of two (2) weeks prior notice, or may
be terminable by Lante for cause without notice. In the event of termination by
Lante without cause, two (2) weeks of severance pay may be given in lieu of
notice. For purposes of this Agreement, cause means criminal activity,
dishonesty,
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breach of the Employee's fiduciary duties to Lante, breach of this Agreement or
failure to perform to Lante's standards.
(b) Sections 2 through 6 of this Agreement shall survive termination of
employment.
8. General Provisions. This Agreement may be assigned by Lante and shall inure
to the benefit of Lante's successors and assigns. If any term, provision,
covenant or agreement hereof is held by a court to be invalid, void or
unenforceable, the remainder of the terms hereof shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Illinois. This Agreement contains the entire contract between the
parties. All prior agreements between the parties regarding such matters or
Employee's employment are superseded hereby and terminated.
In Witness Whereof, the undersigned have executed this Agreement as of .
EMPLOYEE
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LANTE CORPORATION
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Printed Name
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Title
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SCHEDULE TO EXHIBIT 10.16
We entered into the Form of Employment Agreement:
--dated October 29, 1999 with Xxxxxx Xxxxxxxxxx
--dated June 11, 1998 with Xxxxx Xxxxxxx
--dated November 2, 1998 with Xxxxxxx Xxxx
