EXECUTIVE EMPLOYMENT AGREEMENT FOR DR. LUKAS BRAUNSCHWEILER Amended as of January 30, 2008
Exhibit 10.13
Amended as of January 30, 2008
This Executive Employment Agreement (this “Agreement”) was originally
entered into by and between ▇▇. ▇▇▇▇▇ Braunschweiler (hereinafter “Executive”) and Dionex (Europe)
Management AG (hereinafter, the “Company”), as of the Effective Date (defined below). Section 4(c)
of this Agreement is amended as of January 30, 2008 to comply with certain provisions of the Swiss
Pension Insurance Act. In consideration of the mutual promises made herein, the Company and
Executive agree as follows:
1. Employment By The Company. The Company hereby employs Executive, and Executive
hereby accepts employment with the Company, upon the terms and conditions set forth in this
Agreement, such employment to commence as of November 1, 2006 (the “Effective Date”). On the
Effective Date, Executive will be employed as the Company’s Chief Executive Officer (“CEO”).
2. Responsibilities. As CEO, Executive shall perform the functions and
responsibilities provided for that position in accordance with the terms and conditions of this
Agreement, the articles of association of the Company, applicable law, and the instructions and
directives of the Board of Directors of the Company (the “AG Board”). Executive shall report to
the AG Board. The primary duties and responsibilities applicable to Executive include, but are not
limited to: (a) continuing to act as, and to perform the duties of, President and Chief Executive
Officer of Dionex Corporation (“Dionex”), which is the parent company of the Company, including but
not limited to performing such duties pursuant to a Services Agreement between the Company and
Dionex; (b) overall management of Dionex, including implementation of the Dionex business plan and
policy as determined by the Board of Directors of Dionex (the “Dionex Board”); (c) overall
management of the Company, including implementation of the Company’s business plan and policy as
determined by the AG Board; (d) regular reporting to the AG Board and to the Dionex Board with
regard to the course of business and management issues of significance; (e) other activities as
requested or directed by the AG Board or the Dionex Board from time to time; and (f) other services
within the course and scope of his duties for Dionex on behalf of any subsidiary or affiliate of
Dionex or the Company (collectively, and together with Dionex and the Company, the “Dionex Group”).
3. Working Time; Office Location. Executive shall devote the whole of his
professional time, attention and energies to the performance of his duties and responsibilities
described in Section 2 above, except for vacation periods and periods of illness or other
incapacity permitted by the Company’s general employment policies, or as otherwise permitted by
this Agreement. Executive shall use his best efforts in performing said duties and
responsibilities. Executive’s primary office location will be in the Company’s corporate
headquarters currently located in Olten, Switzerland, and Executive will also spend time as
required by his duties and responsibilities to Dionex in Dionex’s corporate headquarters in
Sunnyvale, California.
4. Compensation And Benefits.
(a) Base Salary. The Company will pay Executive a base salary in the annualized amount of CHF
525’000, payable in twelve identical installments at the end of each calendar month, and subject to
the Company’s obligations under Section 4(c) below. Such compensation is subject to change from
time to time in the AG Board’s discretion. Executive’s base salary compensates him for the entire
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working time necessary for performing the duties and responsibilities described in Section 2
above. Executive acknowledges that he will not be eligible to receive additional compensation or
overtime for hours exceeding the regular weekly working hours or for additional time for weekend,
holiday or vacation work.
(b) Management Incentive Bonus Plan. Executive shall be eligible to receive an annual bonus
pursuant to the terms and conditions of the Management Incentive Bonus Plan of Dionex (the “MIB
Plan”), which bonus, if earned, shall be payable within two months after the end of Dionex’s fiscal
year, so long as both (i) Executive’s employment has not been terminated (by the Company or
Executive) for any reason prior to the time payment is scheduled to be made, and (ii) the Company
did not release Executive from his obligations under Sections 2 and 3 of this Agreement prior to
June 1 of the fiscal year with respect to which the bonus would be payable following receipt of
notice from Executive of termination of his employment pursuant to Section 5(a) of this Agreement.
Such bonus payment(s), if any, represent special payments as provided for in Article 322d of the
Swiss Code of Obligations (the “CO”). The amount of any bonus shall be determined by the AG Board
(excluding Executive, if he is a member of the AG Board at the relevant time), at the direction and
in the discretion of the Compensation Committee of the Dionex Board, consistent with the terms and
formulas set out in the MIB Plan and any additional performance criteria for Dionex and Executive.
(c) Replacement of Profit Sharing Payments and other Benefits. Under his former employment
with Dionex, Executive received profit sharing payments under the Dionex Employee Profit Sharing
Plan in which the North American employees of Dionex participate, Dionex’s matching contribution to
Executive’s 401(k) account, and certain medical benefits. Executive understands and agrees that
under this Agreement, he will not receive those payments or benefits. Instead, the Company shall
(i) with respect to Executive’s base salary, pay one hundred percent (100%) of Executive’s portion
of the mandatory contribution to the AVH/IV/ALV pillar of social security in Switzerland, in
addition to the Company’s mandatory portion, plus the amounts required by law for accident
insurance (UVG) and sick leave (Krankentaggeld), and (ii) make a contribution to Executive’s
Swisscanto pension fund account maintained by the Company, on a quarterly basis, at an annual rate
of CHF 73’829.70.
(d) Social Security Insurance. Executive acknowledges that he has been informed of the
existing social security protection and the apportionment of premiums, as described further in
Section 4(c) above. Executive agrees to such protection and apportionment of premiums and
acknowledges his right to inspect the relevant insurance documentation.
(e) Absences Due to Illness or Injury.
(i) Executive shall immediately inform the Company if he is unable to work and he shall
further inform the Company of the estimated duration of and the reasons for his inability to work.
Executive shall, upon the Company’s request, but in any event no later than after the third
calendar day of the beginning of any inability to work due to illness or injury, provide the
Company with a medical certificate confirming his inability to work and the estimated duration of
such inability. If the inability to work lasts longer than indicated in the medical certificate,
Executive shall submit a new medical certificate. The Company shall be entitled to request at any
time that Executive undertake a medical examination with a medical examiner named by the Company
and at the Company’s cost, and Executive shall be required to undertake such medical examination.
(ii) If Executive is unable to perform the duties of his position due to illness, injury,
required performance of a legal duty or a public office, or for any another cause through no fault
of his own, he shall be entitled to continued payment of his base salary then in effect in
accordance with
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the following schedule (“▇▇▇▇▇▇ ▇▇▇▇▇”), provided that, for the purposes of this Section
4(e)(ii) only, Executive’s hire date shall be considered to be August 5, 2002 (the “Dionex Hire
Date”): (a) for up to three (3) months during the fifth through ninth years after the Dionex Hire
Date; (b) for up to four (4) months during the tenth through fourteenth years after the Dionex Hire
Date; (c) for up to five (5) months during the fifteenth through nineteenth years after the Dionex
Hire Date; and (d) for up to six (6) months during the twentieth through twenty-fifth years after
the Dionex Hire Date.
(f) Vacation. Executive shall accrue vacation at an annual rate of twenty (20) days per year.
Executive shall schedule his vacation consistent with his duties and the Company’s needs, and with
the advance approval of the Board. Executive may carry over any unused vacation days to the
following calendar year in accordance with Company policy.
(g) Business Expenses. The Company shall reimburse Executive for all reasonable business
expenses, including expenses incurred for travel on Company business or the business of such other
entity in the Dionex Group, in accordance with the then-applicable policies and procedures of the
Company. To be eligible for reimbursement, Executive must submit business expense reimbursement
requests on a timely basis, which includes supporting documentation (including receipts) reasonably
satisfactory to the Company.
(h) Dionex Change in Control Severance Benefit Plan. Executive will continue to be eligible
to receive benefits, if any become due, under the terms and conditions of the Dionex Change in
Control Severance Benefit Plan in effect as of October 5, 2001 (the “Severance Benefit Plan”), to
the extent permitted under the terms of the Severance Benefit Plan; provided, however that Dionex
retains the discretion to alter, amend or terminate the Severance Benefit Plan in accordance with
its terms. In the event that Executive is ineligible for benefits under the then-effective
Severance Benefit Plan only due to his employment by the Company rather than employment by Dionex,
the Company agrees to provide him benefits equivalent to those that would be provided under the
Severance Benefit Plan in the event the other terms and conditions for receipt of benefits under
the Severance Benefit Plan otherwise are met.
(i) Dionex Equity Grants. This Agreement does not alter or affect any equity grants provided
to Executive by Dionex. To the extent consistent with and permitted by the operative equity
incentive plans and Executive’s equity grant agreements, Executive’s employment with the Company
will be considered continuous service for the purposes of such equity incentive plans and
Executive’s equity grants.
(j) Indemnification. During the term of this Agreement, Dionex will continue to maintain
insurance coverage applicable to Executive against directors’ and officers’ liability arising out
of his activities under this Agreement, at a coverage level that is customary in the industry. In
addition, Executive will be entitled to indemnification pursuant to the terms of Dionex’s bylaws,
as in effect from time to time (the “Dionex Bylaws”). Except to the extent covered by the
afore-mentioned insurance protection, neither the Company nor the Dionex Group shall have any
obligation to indemnify Executive if he becomes liable as a director or officer for intentional
misconduct or gross negligence or due to conduct contrary to instructions of the Company or the
Dionex Group. Nothing herein shall limit the indemnification rights Executive might have under the
Dionex Bylaws or the Delaware General Corporation Law.
5. Term; Termination.
(a) Term of Employment. This Agreement is effective as of the Effective Date, which shall also
be the date that Executive commences employment with the Company. Executive’s employment under
this Agreement shall continue for an indefinite period of time; provided, however, that
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it can be terminated: (i) for Cause (defined below) at any time by the Company upon written
notice to Executive; and (ii) by the Company without Cause, or by Executive for any reason, upon
six (6) months written notice to the other party; provided, however, that any termination under
this Section 5(a)(ii) can be effective only on or after the one year anniversary of the Effective
Date. In the event of a termination without Cause by the Company, or termination by Executive,
during the termination notice period, the Company may, but is not required to, release, without
obligation, Executive from his obligations under Sections 2 and 3 of this Agreement and will
continue to provide Executive’s base salary if Executive elects to engage in other employment or
business activities during the notice period so long as such other employment or business
activities do not violate Section 7 of this Agreement (Noncompetition and Nonsolicitation
Obligations) and if the Company releases him from his obligations under Sections 2 and 3 of this
Agreement. There is no probation period of employment. For purposes of this Agreement, the
parties agree that Cause for termination of Executive’s employment shall include the following: (i)
fraud or conviction (including a no contest or guilty plea) of criminal acts committed by
Executive; (ii) Executive’s material breach of any provision of any written agreement with the
Company, including but not limited to this Agreement or the Proprietary Information Agreement (as
defined below); (iii) Executive’s material failure to perform Executive’s job duties as determined
by the Board in its reasonable judgment, and after notice of such failure has been given to
Executive by the Board and Executive has had a fifteen (15) business-day period within which to
cure such failure (provided that, notice by the Board is required only if the material failure is
reasonably capable of cure); or (iv) a material violation of any Company policy or procedure.
(b) Post-Termination Consulting Relationship. In the event that Executive’s employment is
terminated without Cause by the Company, Executive will be obliged, at the Company’s option, to
serve on behalf of the Company as a consultant for a period of up to six (6) months from the
termination date. During such consulting period, Executive shall be required to comply with the
noncompetition and nonsolicitation provisions set forth in Section 7 below, and the sole
compensation that Executive will be entitled to receive during such period will be a monthly
consulting fee equal to his base monthly salary in effect as of the termination of his employment.
In the event that Executive materially breaches any provision of Section 7, the Company shall have
the option to terminate the consulting period without advance notice, in which case the Company’s
obligation to continue to pay consulting fees to Executive will cease. Additional terms of the
consulting relationship will be subject to mutual agreement of the parties, to be negotiated and
agreed at the time of Executive’s termination.
6. Outside Activities.
(a) Non-Company Activities. Except for any activities authorized in writing in advance by the
AG Board and the Dionex Board and activities as a passive investor, Executive will not during his
employment by the Company undertake or engage in any other employment, occupation or business
enterprise, including but not limited to activities as an advisor, member of a board of directors,
holder of a public office or member of a professional association.
(b) No Adverse Interests. During his employment, Executive agrees not to acquire, assume or
participate in, directly or indirectly, any position, investment or interest known by him to be
adverse or antagonistic to the Company or the Dionex Group, or their business or prospects,
financial or otherwise, except as permitted by Section 6(a) or 6(c) herein.
(c) Noncompetition During Employment. During the term of his employment by the Company,
except at the request of the AG Board or the Dionex Board, Executive will not directly or
indirectly, whether as an officer, director, stockholder, partner, proprietor, associate,
representative, consultant, employee, or in any capacity whatsoever, engage in, become financially
interested in, be employed by or have any business connection with any other person, corporation,
firm, partnership or
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other entity whatsoever that competes directly with the Company or any other entity of the
Dionex Group, anywhere in the world, in any line of business engaged in (or planned to be engaged
in) by the Company or any other entity of the Dionex Group; provided, however, that Executive may
own, as a passive investor, securities of any competing public corporation, so long as his direct
and indirect holdings in any one such corporation shall not in the aggregate constitute more than
one percent (1%) of the voting securities of such corporation, and any ownership interest in a
competitor is disclosed in writing to the AG Board and the Dionex Board.
7. Noncompetition and Nonsolicitation Obligations.
(a) Due to the fact that Executive’s position with the Company will entail access to the
Company’s and Dionex’s clientele and to the manufacturing and business secrets of the Company and
the Dionex Group, he undertakes, during the term of this Agreement and the period in which
Executive provides consulting services as described in Section 5(b) above, to refrain from any
activity in all countries in which the Company or any entity of the Dionex Group is active that
competes with the business of the Company and/or the Dionex Group, including, without limitation,
in the field of chromatography and extraction systems used to separate, isolate, and identify the
components of chemical mixtures, and he further agrees not to solicit employees or consultants of
the Company or any other entity in the Dionex Group for his own business or the business of any
third parties.
(b) In particular, Executive undertakes: (i) not to participate, directly or indirectly,
financially or otherwise, in any enterprise that develops, manufactures, offers, or distributes
products, or provides services similar to those of the Company and/or the Dionex Group or that
otherwise competes with the business of the Company and/or the Dionex Group; (ii) not to be active,
fully or partially, for such an enterprise, be it as an employee, representative, adviser or
otherwise; (iii) not to directly or indirectly establish such an enterprise; and (iv) not to
directly or indirectly solicit or employ other employees of the Company or the Dionex Group or in
any other way enter into an agreement with such employees for the benefit of himself or a third
party.
(c) The Company may at any time waive, in whole or as to any entity or entities of the Dionex
Group any or division, business unit or product line thereof, its claim against Executive to comply
with the obligations not to compete and/or not to solicit. Once the Company waives the said claim
it is no longer obliged to pay any compensation to Executive and any post-termination consulting
period will then cease.
(d) In case Executive wants to assert that his obligation not to compete is unreasonable
because it unduly hinders his economic prospects, he must present the Company in writing the
reasons for his allegation and at the same time provide documentation showing his unsuccessful
efforts to secure new employment. In such a case, the Company will inform Executive within thirty
(30) days whether it will uphold the existing obligation not to compete or whether it will agree to
a modification of the obligation not to compete.
8. Compliance With Company’s General Employment Policies. Executive’s employment
relationship will be governed by the general employment policies, practices and procedures of the
Company and Dionex, and Executive agrees to abide by all such policies, practices and procedures,
as they from time to time are adopted or modified by the Company or Dionex at its sole discretion.
9. Intellectual Property Rights.
(a) All inventions and designs that Executive, solely or jointly with others, makes or
contributes to while performing his tasks and activities as an employee of the Company and
fulfilling his
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duties under this Agreement, as well as all creations, data, findings, works,
computer-programs, marks, methods, documents and any other results of Executive’s performance under
this Agreement (the “Results”), belong exclusively to the Company and/or the Dionex Group
regardless of whether or not the Results are protected under applicable laws and regulations. To
the extent that the Company is not entitled to the rights to Results on the basis of Article 332
paragraph 1 of the CO, Executive assigns and transfers any rights to and in connection with such
Results to the Company and/or the Dionex Group. Each of the Company and/or the Dionex Group is
free to modify and use such Results at its own discretion.
(b) Each of the Company and any entity in the Dionex Group is entitled to acquire from
Executive all inventions and designs that Executive, solely or jointly with others, makes or
contributes to in the course of performing his tasks and activities as an employee of the Company
and/or an officer of Dionex, whether on behalf of the Company and/or the Dionex Group, but which
were not made in fulfillment of his duties under this Agreement (the “Occasional Inventions”). As
soon as Executive makes or contributes to any Occasional Invention he shall inform the Company in
writing. The Company and/or the Dionex Group must then notify Executive within six (6) months if
any such entity intends to acquire the respective Occasional Invention. If the Company and/or the
Dionex Group acquires any Occasional Inventions, Executive will be entitled to an appropriate
compensation in accordance with the principles set out in Article 332 paragraph 4 of the CO.
(c) During and after the term of his employment, Executive will support and assist the Company
and/or the Dionex Group in the process of patenting inventions or registering other intellectual
property rights that he made or to which he contributed.
(d) Executive confirms that all “Inventions” and “Proprietary Rights” under the Employee
Proprietary Information and Inventions Agreement between Executive and Dionex dated June 1, 2002
(the “Proprietary Information Agreement”), a copy of which is attached hereto as Exhibit A, have
been assigned by Executive to Dionex. To the extent that any such rights are for any reason not
already vested in Dionex, Executive herewith completely and exclusively assigns and transfers to
Dionex all such “Inventions” and “Proprietary Rights”, including but not limited to the entire
copyright and all other rights in all discoveries, processes, methods, computer programs, know-how,
information, product improvements, works, designs and/or marks he has learned, made or conceived
during his employment with Dionex, whether alone or in conjunction with others, and whether in the
execution of his duties to Dionex or otherwise in exercising his employment activities, all of
which shall become and remain the sole property of Dionex, and Dionex shall have the exclusive and
unrestricted right to modify, reproduce, exploit or otherwise use the aforementioned work results,
modified or not, without mentioning Executive’s name. The Proprietary Information Agreement shall
continue in effect and apply to Executive’s employment with the Company, except to the extent it
conflicts with any provision of this Agreement or applicable law.
10. Confidentiality.
(a) Executive shall treat as confidential and not disclose to others, or take or use for
Executive’s own purposes or for the purposes of others, any business matters of the Company and/or
the Dionex Group unless authorized by the AG Board or the Dionex Board, as applicable, and
Executive reaffirms and agrees to comply with the provisions of the Proprietary Information
Agreement regarding nondisclosure of Proprietary Information, as defined therein, and which
Executive acknowledges applies to all such information of the Company and/or the Dionex Group.
(b) Business matters as referred to above include (but are not limited to) manufacturing
secrets, business secrets and all other facts that are relevant for the business and not known
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to the public and either of a confidential nature (such as business plans and strategies,
addresses of employees, suppliers and customers, agreements and their terms and conditions,
unpublished accounting figures and balance sheet figures, and the like) or have been indicated to
Executive as being confidential.
(c) This confidentiality obligation will remain effective after the termination of this
Agreement without limitation and irrespective of the cause of termination.
(d) Executive must keep in safe custody any documentation on business matters of the Company
and the Dionex Group and shall surrender all such documentation to the Company upon its request,
and no later than the termination of his employment with the Company for any reason, and without
keeping any copies (in whole or in part). Wherever copies cannot be surrendered to the Company
(e.g. digital copies, data carriers or the like), such copies must be destroyed by Executive at the
time of the request of return of all documentation, even if destruction of copies has not been
specifically requested by the Company or the Dionex Group.
11. Liquidated Damages.
(a) Executive is aware and acknowledges that a violation of his obligations as set out in
Section 7 (Noncompetition and Nonsolicitation Obligations) and in Section 10 (Confidentiality)
might seriously damage the Company and/or the Dionex Group.
(b) Executive shall pay liquidated damages of CHF 260’000 to the Company for each case of
violation of one of the obligations as set forth in Section 7 (Noncompetition and Nonsolicitation
Obligations) or in Section 10 (Confidentiality). In the event of continued violations of the
obligation not to compete, liquidated damages in the afore-mentioned amount will become due every
month as long as Executive continues to violate his noncompetition obligations. Additionally, the
Company has the right to assert claims for any damages caused by violations of these obligations.
(c) A payment of liquidated damages does not release Executive from his obligations as set
forth in Section 7 (Noncompetition and Nonsolicitation Obligations) or in Section 10
(Confidentiality).
(d) Additionally, if Executive violates the obligation not to compete, the Company has the
right to prohibit Executive from starting or continuing activities that are contrary to his
non-competition obligation, and may, in particular, require Executive to abandon a new occupation
(e.g. the Company may obtain specific performance or “Realexekution”).
12. Data Protection. Executive acknowledges and agrees that the Company may store,
transfer, change and destroy all of his personal data in connection with this Agreement. He
particularly acknowledges and agrees that the Company has the right to transfer any of his data to
other companies of the Dionex Group in Switzerland or abroad (including but not limited to Dionex’s
offices in the United States).
13. General Provisions.
(a) Governing Law. This Agreement shall be construed in accordance with and governed by the
laws of the Switzerland without regard to conflict of laws principles that would otherwise apply
the law of another jurisdiction. Any disputes arising out of this Agreement shall be submitted to
the courts at the domicile or seat of the Company or at the place where Executive usually carries
out his work. Any ambiguity in this Agreement shall not be construed against either party as the
drafter.
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(b) Complete Agreement. This Agreement, including Exhibit A, constitutes the complete, final
and exclusive embodiment of the entire agreement and understanding of the parties with regard to
the subject matter hereof. This Agreement is entered into without reliance on any promise,
warranty or representation other than those expressly contained herein, and it supersedes and
replaces any and all prior or contemporaneous agreements, promises or representations between the
Company and Executive, whether oral, written or implied, except the Proprietary Information
Agreement and except as otherwise provided herein. Nothing in this paragraph shall affect the
agreements described in Paragraph 4(i) above. It also replaces and supersedes any agreements
between Dionex and Executive concerning Executive’s employment with Dionex, and such agreements
shall terminate effective as of the Effective Date, except as expressly provided herein. The terms
of this Agreement and any changes in Executive’s employment terms require a written amendment to
this Agreement signed by Executive and a duly authorized officer of the Company, and written
approval of such amendment by the holders of a majority in interest of the then outstanding capital
stock of the Company.
(c) Waiver. Any waiver of a breach of this Agreement shall be in writing and shall not be
deemed to be a waiver of any successive breach.
(d) Severability. Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any
other provision or any other jurisdiction, and such invalid, illegal or unenforceable provision
will be reformed, construed and enforced in such jurisdiction so as to render it valid, legal, and
enforceable consistent with the general intent of the parties insofar as possible.
(e) Headings. The headings and captions of the various paragraphs of this Agreement are
placed herein for the convenience of the parties and the reader, do not constitute a substantive
term or terms of this Agreement, and shall not be considered in the interpretation or application
of this Agreement.
(f) Counterparts. This Agreement may be executed in separate counterparts, any one of which
need not contain signatures of more than one party, but all of which taken together will constitute
one and the same Agreement. Signatures transmitted via facsimile or electronically by PDF shall be
deemed the equivalent of originals.
(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
and shall be enforceable by and against Executive and the Company, and their respective successors,
assigns, heirs, executors and administrators; except that it is agreed that Executive may not
assign any of his duties hereunder; and Executive may not assign any of Executive’s rights
hereunder without the written consent of the Company.
(h) Notices. Any notices provided hereunder must be in writing and shall be deemed effective
upon, as applicable, the date of personal delivery (including personal delivery by facsimile
transmission), the date of delivery by express delivery service (e.g. Federal Express), or the
third day after mailing by certified or registered mail, return receipt requested. Notices to the
Company shall be sent to the Chairman of the AG Board (or, if Executive is the Chairman of the AG
Board, to all other members of the AG Board), with a copy to the Chairman of the Dionex Board, and
notices to Executive shall be sent to his residential address as listed on the Company’s payroll,
or as otherwise provided in writing by Executive to the Board.
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(i) Right To Work. This Agreement is subject to satisfactory proof of Executive’s right to
work in Switzerland.
In Witness Whereof, the parties have executed this Agreement on the dates specified
below.
| Dionex (Europe) Management AG |
||||
| By: | /s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||||
| Director | ||||
| Date: February 6, 2008 |
||||
Exhibit A — Employee Proprietary Information and Inventions Agreement
Accepted and agreed:
| /s/ ▇▇. ▇▇▇▇▇ Braunschweiler | ||||
| ▇▇. ▇▇▇▇▇ Braunschweiler | ||||
Date: January 30, 2008
9.
Exhibit A
EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT