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EXHIBIT 10.16
CELL ROBOTICS, INC.
EMPLOYMENT AGREEMENT
CELL ROBOTICS, INC., a New Mexico corporation ("Company"), and Xxxx X.
Xxxxxxx ("Employee") agree:
1. Employment. Company hereby employs Employee for the period beginning
on the date of this Employment Agreement, and ending upon discharge or
resignation of Employee (hereinafter called the "Employment Period"). During the
Employment Period, Employee will serve without additional compensation in all
capacities to which Employee is elected or appointed by Company or any related
entities. Employee will devote sufficient time and energies to the business of
Company to accomplish the duties assigned, will perform to the best of
Employee's ability all duties assigned to Employee by Company and will devote
Employee's best efforts to advance the interests of Company.
2. Compensation. For all services performed by Employee for Company
during the Employment Period, Company will pay Employee such salary as
determined by Company and Employee. Employee will be entitled to participate in
employee benefit plans established by Company.
3. Reimbursement of Expenses. Company recognizes that Employee, in
performing Employee's duties under this Employment Agreement, will be required
to spend sums of money in connection with those duties for the benefit of
Company. Employee may present to Company an itemized voucher listing expenses
paid by Employee in the performance of Employee's duties on behalf of Company,
and on presentation of such itemized voucher, Company will reimburse Employee
for all reasonable expenses itemized thereon, including, but not limited to,
travel, meals and lodging.
4. Holidays, Vacation and Sick Leave. Employee will be entitled to 11
holidays, 15 days vacation and 9 days sick leave per year as agreed to by
Company. During such holidays, vacation and sick leave, Employee will receive
Employee's usual compensation.
5. Restrictions. Employee may not during the Employment Period, and for
a period of one year following the termination of the Employment Period,
directly or indirectly, own, manage, operate, invest in, control, be employed
by, participate in, or be connected in any manner with the ownership,
management, operation or control of any business within the state of New Mexico
which is similar to or competing with a business conducted by Company at any
time during the Employment Period.
6. Confidential Information; Inventions. As a condition of employment,
Employee agrees to execute an Employee Confidential Information and Inventions
Agreement, in the form attached hereto as Exhibit A.
7. Resignation and Discharge. Employee may resign by giving 10 working
days' prior written notice to Company before resigning; Employee's death will
constitute a resignation. Company may discharge Employee at any time without
cause upon 10 working days' prior written notice to Employee. If the Employment
Period is terminated by resignation or discharge,
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Employee will be paid Employee's salary on a pro rata basis through the date of
resignation or discharge, and if requested by Company, Employee will continue to
render Employee's services through the date of resignation or discharge. If
during the Employment Period Employee violates any term or condition of the
Employment Agreement or fails to perform any obligation contained in this
Employment Agreement, Company may immediately discharge Employee without
liability for salary after the date of the discharge and without any other
liability to Employee. If the employee is discharged through no-fault of the
employee, then the Company will be responsible for a six month payment of salary
8. Change in Control Provisions. If there is a "Change in Control" of
the Company, and if the "Change in Control" results in the termination of the
Employee or the Employee decides to resign within 45 days of the "Change in
Control" action, then the Company shall be obligated to pay to Employee
Termination Payments equal to, in the aggregate, the Employee's then prevailing
annual total compensation including base salary does not include fringe
benefits. Such payments shall be due and payable in twelve (12) equal monthly
installments commencing one month after the Termination Date. "Change in
Control" shall mean any transaction of the Company involving:
o The merger or consolidation of the Company into or with another entity
where the Company's shareholders receive less than 50% of the
outstanding voting securities of the new or continuing entity,
o the sale of all or substantially all of the Company's assets,
o any person becoming a beneficial owner, directly or indirectly, of the
securities of the Company representing 50% or more of the combined
voting power of the Company's then outstanding securities.
9. Six Month Salary. If your employment is terminated for any reason
other than cause or as a result of a change of voting control, the Company will
pay to you one-twelfth of your annual base salary, as of the date of your
termination, for a total of six months, in accordance with the Company's payroll
procedures as if your employment had continued through that six month period.
10. Personnel Policies. Company's personnel policies apply to all of
Company's employees, including Employee, and describe additional terms and
conditions of employment of Employee. Those terms and conditions, as they may be
revised from time to time by Company, are incorporated by reference into this
Employment Agreement. Company reserves the right to revise the personnel
policies from time to time, as Company deems necessary. If any personnel policy
provisions conflict with a provision of this Employment Agreement, the terms of
the Employment Agreement will govern.
11. Arbitration. Any controversy arising out of this Employment
Agreement or the breach of any term or condition of this Employment Agreement
will be settled by arbitration in the city in which the principal office of the
Company is located in accordance with the rules then in effect of the American
Arbitration Association, and judgment upon the award rendered may be entered in
any court having jurisdiction thereof.
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12. Binding Effect. This Employment Agreement constitutes the entire
understanding of the parties with respect to its subject matter, may be modified
only in writing signed by the parties, is governed by and construed in
accordance with the laws of New Mexico and will bind and inure to the benefit of
Employee and Employee's personal representative and Company and Company's
successors and assigns.
DATED: June 28th, 2000.
COMPANY: EMPLOYEE:
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CELL ROBOTICS, INC.,
a New Mexico corporation
By: /s/ Xxxxxx X. Xxxxxxxx 6-28-2000 /s/ Xxxx X. Xxxxxxx 6-28-00
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Xxxxxx X. Xxxxxxxx Date Xxxx X. Xxxxxxx Date
Its President and CEO
