EXHIBIT 10Z
EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated September 1, 1995, between Computer Network Technology
Corporation, a Minnesota corporation with its principal place of business at
0000 Xxxxxxxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxx 00000 ("CNT"), and
Xxxxxxx Xxxxxxxx
00000 000xx Xxxxx XX
Xxxxxxxxxxx, XX 00000
(Name and address of "Employee")
Employee desires to obtain employment or a promotion with CNT and CNT desires to
employ or promote Employee subject to the terms and conditions contained in this
Agreement.
1. EMPLOYMENT. CNT hereby employs or promotes Employee and Employee accepts
employment or promotion, as the case may be, on the terms and conditions
contained in this Agreement. In the course of Employee's employment, Employee
will perform such duties as CNT assigns to him or her from time to time.
Employee will serve CNT to the best of Employee's ability and devote Employee's
full time, attention, and efforts to the business and affairs of CNT. Employee
confirms that he or she is not bound by any commitment inconsistent with
Employee's obligations in this Agreement. Employee acknowledges that Employee's
employment by CNT is "at will," which means that either CNT or Employee may
terminate Employee's employment at any time for any or no reason. Employee
acknowledges that, except for the President, no employee of CNT possesses the
authority to change Employee's "at will" status or promise employment for any
particular duration.
2. TITLE. Employee's initial or new title with CNT will be Vice President of
Sales. Employee acknowledges that CNT may change Employee's title from time to
time in its discretion.
3. COMPENSATION. (a) Employee's initial or new salary will be $125,000 on an
annualized basis, which salary will be paid in accordance with CNT's payroll
procedures. In addition to such salary, Employee will be entitled to
participate in CNT's Success Sharing Bonus Plan or any successor plan, in
accordance with CNT's policies. Employee acknowledges that CNT may change
Employee's compensation from time to time, up or down, in its discretion.
(b) In addition to the compensation described in Section 3(a), Employee will be
entitled to participate in CNT's benefit plans (including paid time off) to the
extent that Employee's position, tenure, salary, age, health, and other
qualifications make him or her eligible to participate. Employee acknowledges
that CNT may change or discontinue its benefit plans from time to time, in its
discretion.
4. PROTECTION OF CONFIDENTIAL INFORMATION. For so long as Employee remains
employed by CNT and at all times thereafter, Employee will not disclose or
provide Confidential Information (as defined in Section 5) to any person except
such persons, whether CNT employees or otherwise, whom Employee knows have been
authorized by CNT to receive such information. Upon the termination of
Employee's employment with CNT, Employee will return or destroy all Confidential
Information, copies, and extracts thereof in Employee's possession.
5. DEFINITION OF CONFIDENTIAL INFORMATION. (a) "Confidential Information"
includes Trade Secrets, Business Plans, Personnel Information, and Customer
Information of CNT and its customers and other third parties with which it has
established contractual relations, where:
(i) "Trade Secrets" means information that: (A) derives independent 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. The existence of a
Trade Secret will not be negated merely because a person has acquired a Trade
Secret without express or specific notice that it is a Trade Secret if, under
all the circumstances, such person knows or has reason to know that the party
who owns the information or has disclosed it intends or expects the secrecy of
the type of information comprising the Trade Secret to be maintained;
(ii) "Business Plans" means, without limitation, any and all information
pertaining to proposed products, proposed technologies, current or proposed
marketing plans, current or proposed product tests, current or proposed product
or service pricing, and financial projections;
(iii) "Personnel Information" means information about the names, addresses,
duties, or other personal characteristics of employees of CNT, its customers, or
others with which it has established contractual relations; and
(iv) "Customer Information" means the contractual terms and conditions,
including prices, that CNT has established with any of its customers.
6. AGREEMENT NOT TO COMPETE. During Employee's employment by CNT and for 12
complete calendar months after the termination of such employment (whether such
termination is with or without cause, or whether such termination is initiated
by Employee or CNT), Employee will not, directly or indirectly, engage (as an
owner, employee, consultant, or otherwise) in the design, development,
manufacture, distribution, or marketing of any product or service that is
similar to or directly or indirectly competes with any product or
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service being designed, developed, manufactured, distributed, or marketed by CNT
during the term of Employee's employment by CNT. Ownership by Employee, as a
passive investment, of less than 1% of the outstanding shares of capital stock
of any corporation listed on a national securities exchange or publicly traded
in the over-the-counter market will not constitute a breach of this Section 6.
7. PATENTS, INVENTIONS, AND RELATED MATTERS. (a) Employee will promptly
disclose in writing to CNT complete information concerning every invention or
discovery, whether patentable or not, conceived or developed by Employee, either
alone or with others, during Employee's employment by CNT or within six months
thereafter, relating directly or indirectly to the business, products, or
services of CNT ("Developments"). Employee acknowledges that, except as
provided in Section 7(b), all Developments are the property of CNT and assigns
to CNT all of Employee's interest in all Developments.
(b) The provisions of Section 7(a) will not apply to any Development meeting
the following conditions: (i) such Development was developed entirely on
Employee's own time; (ii) such Development was made without the use of any CNT
equipment, supplies, or Trade Secrets (as defined in Section 5); (iii) such
Development does not relate (A) directly to the business of CNT or (B) to CNT's
actual or demonstratably anticipated research or development; and (iv) such
Development does not result from any work performed by Employee for CNT.
(c) Upon request and without further compensation, but at no expense to
Employee, and whether during the term of Employee's employment with CNT or
thereafter, Employee will do all acts that CNT determines are necessary or
appropriate to obtain, sustain, reissue, extend, and enforce patents on any and
all of such Developments assigned to CNT, to perfect, affirm, and record CNT's
complete ownership and title to such Developments, and to cooperate in all
proceedings and matters relating to such Developments.
(d) Employee will keep complete and accurate notes, data, and records of all
Developments assigned to CNT in the manner and form requested by CNT. Such
notes, data, and records will be the property of CNT, and, upon its request,
Employee will promptly surrender them to it.
(e) Employee has listed on Exhibit A attached to this Agreement all inventions
and ideas to which Employee claims an interest as a result of events occurring
before the commencement of Employee's employment or promotion by CNT.
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8. ENFORCEMENT. Employee acknowledges that the imposition of damages would be
inadequate upon a breach or threatened breach of this Agreement by Employee.
Consequently, in the event of a breach or threatened breach and in addition to
any other remedies that may be available to CNT, CNT will be entitled to obtain
injunctive relief to enforce the provisions of this Agreement. Employee will
indemnify and hold CNT harmless against any loss, cost, damage, or expense
suffered by CNT as a result of Employee's breach of this Agreement.
9. MISCELLANEOUS.
(A) ASSIGNMENT. This Agreement is personal to Employee and may not be assigned
by him or her. This Agreement is binding on the successors of each party,
including successors by operation of law. CNT may assign this Agreement upon
notice to Employee.
(B) SEVERABILITY. If, but only to the extent that, any provision of this
Agreement is declared or found to be unenforceable, then both parties will be
relieved of all obligations arising under such provision to the extent
necessary. If possible, another provision that is enforceable and achieves
substantially the same objective will be substituted. If the remainder of this
Agreement is not affected by such declaration or finding and is capable of
substantial performance, then the remainder will be enforced to the extent
permitted by law.
(C) AMENDMENT. No amendment, waiver, or discharge under this Agreement will be
valid unless in writing and signed by the party against which such amendment,
waiver, or discharge is sought to be enforced. Failure to enforce any provision
of this Agreement will not constitute a waiver of any further enforcement of
that provision or any other provision of this Agreement.
(D) ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties with respect to its subject matter and there are no oral or written
representations, understandings, or agreements relating to this Agreement that
are not fully expressed herein.
(E) GOVERNING LAW AND WAIVER OF RIGHT TO TRIAL BY JURY. This Agreement will be
governed by the laws, other than choice of law rules, of the State of Minnesota.
Employee waives the right to a trial by jury in connection with the resolution
of any disputes that may arise under this Agreement.
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(F) EFFECT OF AGREEMENT. THIS AGREEMENT IMPOSES OBLIGATIONS AND RESTRICTIONS ON
EMPLOYEE THAT MAY, AMONG OTHER THINGS, INTERFERE WITH EMPLOYEE'S ABILITY TO
SECURE ALTERNATIVE EMPLOYMENT UPON THE TERMINATION OF EMPLOYMENT WITH CNT. BY
EXECUTING THIS AGREEMENT, EMPLOYEE REPRESENTS THAT HE OR SHE HAS THOROUGHLY
REVIEWED ITS TERMS, HAS, IF HE OR SHE SO DESIRED, CONSULTED WITH AN ATTORNEY,
AND THAT HE OR SHE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT
ARE REASONABLE UNDER THE CIRCUMSTANCES.
IN WITNESS WHEREOF, this Agreement has been signed and delivered by Employee and
a duly authorized officer or representative of CNT as of the date above written.
COMPUTER NETWORK TECHNOLOGY
CORPORATION
/s/ Xxxxxxx Xxxxxxxx By /s/ Xxx Xxxxx
--------------------- -------------------------------
Employee Its Technical Recruiter
--------------------------------
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EXHIBIT A
TO
EMPLOYMENT AGREEMENT
Employee claims that the following inventions or ideas were conceived,
developed, or purchased by Employee before the commencement of Employee's
employment by CNT (attach a separate sheet if necessary):
[_] Employee does not claim any interest in any invention or idea as of the
date hereof.
Do not disclose information you consider confidential. Use this space to
describe briefly the product or process to which you claim an interest as well
as such supporting documents as you believe would be helpful to identify the
invention or idea, such as patent applications and notes indicating the relevant
dates.
Date: ____________________, 199___. ____________________________
Employee
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