OXBORO MEDICAL INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT
This Agreement is made and entered into this 17 September 1998 by and
between OXBORO MEDICAL INTERNATIONAL, INC., a Minnesota corporation, ("OXBORO")
and Xxxxxxx X. Xxxxxxx ("XXXXXXX").
WHEREAS, OXBORO is engaged in the business of developing, manufacturing,
marketing and selling disposable medical devices and supplies;
WHEREAS, OXBORO OUTDOORS, INC. ("OUTDOORS"), a wholly owned subsidiary of
OXBORO, is engaged in the business of developing manufacturing, marketing and
selling outdoor recreational products consisting primarily of hunting and
fishing related products;
WHEREAS, ULVENES has been hired by OXBORO as Chief Financial Officer to
perform such duties as may from time to time be directed by the Board of
Directors of OXBORO, it's President, or ULVENES's Supervisor for OXBORO and
OUTDOORS;
WHEREAS, OXBORO and ULVENES wish to describe certain terms and conditions
of that employment, intending to be legally bound by them;
WHEREAS, ULVENES has entered into this Agreement in consideration of
OXBORO's offer of employment, and of being given access to confidential business
information, and;
WHEREAS, the terms of this Agreement are designed, in large part, to
prevent ULVENES's disclosure or use of such confidential business information to
or on behalf of anyone else other than OXBORO and OUTDOORS and to protect
OXBORO's and OUTDOORS' ability to maintain its exclusive method of operation and
good will without unduly impairing ULVENES's right to work elsewhere.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants, terms and
conditions herein contained, it is hereby agreed by and between the parties
hereto as follows:
1. DEFINITIONS. The parties agree to the following definitions:
a. "Products" means any product, product line or
device (including any component thereof or
research to develop information useful in
connection with OXBORO's and OUTDOORS'
products or service) that are being designed,
developed, manufactured, assembled, marketed,
sold, or serviced by ULVENES or under
ULVENES's supervision, during the course of
ULVENES's employment with OXBORO.
b. "Competitive Products" means any products or services that are
being designed, developed, manufactured, assembled, marketed,
sold or serviced
by anyone other than OXBORO and/or OUTDOORS are used for the same
or similar purposes as the Products.
c. "Solicit sales" means to encourage the purchase or use of
products or services or to provide advice or assistance in
connection with such purchase or use.
d. "OXBORO" means OXBORO MEDICAL INTERNATIONAL, INC. and all of its
subsidiaries, affiliate corporations or operating divisions.
e. "OUTDOORS" means OXBORO OUTDOORS, INC, a wholly owned subsidiary
of OXBORO, and all of its subsidiaries, affiliate corporations or
operating divisions.
f. "Confidential Information" means any information or compilation
of information having to do with OXBORO and OUTDOORS that ULVENES
learns or develops during the course of ULVENES's employment with
OXBORO that derives independent economic value from not being
generally known, or readily ascertainable by proper means, by
other persons who can obtain economic value from its disclosure
or use. Confidential Information includes, but is not limited
to, trade secrets and such matters as sales and marketing plans
and information, research and development of products and
services, manufacturing processes, customer names, contacts and
lists, supplier lists, products and pricing, and management
systems and techniques.
2. CONSIDERATION. The consideration being provided by OXBORO to ULVENES
for these undertakings includes anything of value provided in connection with
the signing of the Agreement, including but not limited to, the offer of
employment, the compensation paid and to be paid for such employment, access to
confidential information, or the obligations of OXBORO described in this
Agreement.
3. COMPENSATION. Compensation for the employment period will be a base
salary of $6,000 per month paid on the first of the month. This salary covers
the first eighty (80) hours of each month. Sixty (60) of these hours must be
provided during normal business hours (8 a.m. to 5 p.m.) An hourly rate of $50
per hour will be paid for each hour worked in excess of eighty (80) hours per
month. No benefits, such as medical, dental, life or disability insurance,
vacation pay or sick leave pay will be provided during the employment period.
ULVENES will receive an option to purchase 1,000 shares of stock for each
month of employment with OXBORO. Regardless of the number of months employed, a
minimum of 5,000 shares are available to exercise. This option is exercisable
from the date the option is granted and expires five years thereafter at an
exercise price of $1.50 per share.
4. EMPLOYMENT. OXBORO agrees to employ ULVENES as the Chief Financial
Officer pursuant to the terms and conditions of this Agreement. ULVENES agrees
to be
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employed by OXBORO pursuant to the terms and conditions of this Agreement and to
faithfully and diligently exert his best efforts to perform the duties and
responsibilities of employment, promote the interest and welfare of OXBORO and
its business, be familiar with and abide by OXBORO policies that relate to
ULVENES's duties and to abide by these policies, and do nothing which may cause
loss or damage to OXBORO, OUTDOORS, its business, or its business reputation and
good will. ULVENES further agrees to comply with all reasonable rules,
regulations, orders and directions of OXBORO and to abide by all federal, state
and local statutes, ordinances, rules and regulations.
5. CONFIDENTIAL INFORMATION AND CONFIDENTIALITY AGREEMENT. ULVENES
acknowledges that as an employee for OXBORO, ULVENES shall have access to and be
furnished certain materials and property essential to the performance of
ULVENES's duties, including but not limited to products and pricing, sales
analysis reports, sales aids, brochures, financial statements, customer names
and contacts, vendor names and other related materials and properties, some of
which is defined and deemed to be Confidential Information and all of which are
herein agreed to be the property of OXBORO. Upon termination, all materials and
properties, including all copies thereof, shall be immediately returned to
OXBORO.
It is understood and agreed by and between the parties hereto that the
nature of the employment is such that ULVENES will acquire Confidential
Information about OXBORO. ULVENES agrees not to use or disclose such
Confidential Information directly or indirectly, for any purpose whatsoever
other than in the performance of ULVENES's duties and responsibilities in
ULVENES's job with, and on behalf of, OXBORO during employment or at any time
after the termination of employment with OXBORO. It is further understood that
disclosure of such Confidential Information would result in irreparable harm to
OXBORO for which it may have no other adequate remedy at law by way of damages
or otherwise. Further, the engaging by the ULVENES in the same or similar
businesses in competition with OXBORO during employment or within a one year
period after termination of ULVENES's employment, as provided in greater detail
by Section 8 of this Agreement, by virtue of the knowledge, information and
experience required by the ULVENES during his employment will result in
irreparable harm to OXBORO for which it may have no adequate remedy at law by
way of damages or otherwise. Because of the foregoing, it is hereby agreed that
a breach by the ULVENES of any of the covenants contained in this Agreement
shall entitle OXBORO to:
a. Seek and obtain an injunction against ULVENES;
b. Recover from ULVENES reasonable attorney's fees and cost incidental to
the enforcement of the Agreement; and
c. Pursue damages and any other remedy or relief to which OXBORO may be
entitled to recover from ULVENES under this Agreement and/or under
law.
6. TERM AND NOTICE OF TERMINATION. The employment hereunder shall
continue at the will of OXBORO and ULVENES and may be terminated by either with
or without reason or cause, provided that:
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This Agreement may be terminated by either party without cause, for any
reason or for no reason, at any time upon thirty (30) days written notice to the
other party. OXBORO may terminate this Agreement immediately for Cause without
prior notice to ULVENES. "Cause" shall mean the following:
(i) Conviction or judicial determination of a violation of a
standard of conduct of an officer as set forth in MSA Section 302A.361 or
of a conviction of a violation of securities laws or regulations, which
violations have a material adverse effect on OXBORO, or a conviction of a
felony for an act or failure to act outside of the scope of ULVENES's
employment and/or for an act or failure to act within the scope of
ULVENES's employment which act or failure to act has not been disclosed to
the Board of Directors of OXBORO as of the date of this Agreement;
(ii) Failure or refusal by ULVENES to perform a material requirement
of a specific duty or duties which specific duty or duties have been
determined by a unanimous resolution of the Board of Directors, after
receipt by ULVENES of written notice thereof specifying in detail the
failure or refusal, and a reasonable time in which to perform;
(iii) ULVENES's (a) death or (b) disability (by reason of physical or
mental disease, defect, accident or illness) such that ULVENES is or, in
the unanimous opinion of two independent physicians, one selected by OXBORO
and one by ULVENES or his representative, for purposes of making this
determination, will be unable for an aggregate of 30 or more days during
any continuous 2-month period to render the services required of him in his
then current position(s) with OXBORO.
With respect to subparagraph (ii) above, OXBORO shall give ULVENES written
notice of such failure, refusal or breach, and ULVENES shall have thirty (30)
days to cure such failure, refusal or breach. If such failure, refusal or
breach is not cured within said thirty (30) day period, "Cause" shall be deemed
to exist.
7. NOTICE. Whenever written notice is required hereunder, it may be
given by certified mail to respective parties or by personal service on the
respective parties at the following addresses:
Employer: OXBORO MEDICAL INTERNATIONAL, INC.
00000 Xxxxxxx Xxxxxx X.X.
Xxx Xxxx, XX 00000
Employee: Xxxxxxx X. Xxxxxxx
Home Address: 0000 Xxxxxxx Xxxx Xxxx
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Notice shall be effective as of the date of receipt.
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8. POST TERMINATION RESTRICTION ON EMPLOYMENT. Recognizing that an
important element of business success is the information, training and exclusive
method of cooperation entrusted to its employees, it is agreed that during the
period of employment and for a period of one year thereafter, ULVENES shall not
directly or indirectly, under any circumstances whatsoever, for himself or for
or with any person, firm, corporation or party, either in the capacity of an
individual, partner, shareholder, director, officer, employee, agent, trustee,
consultant, investor or in any other capacity, engage in, participate in, or
assist in the conduct of any business like that of OXBORO or in the distribution
of Competitive Products, nor solicit sales or attempt to take away customers of
OXBORO.
9. EFFECTIVE BREACHES OF OTHER OBLIGATIONS. The obligation of the
parties to perform the terms of this Agreement is unconditional and does not
depend on the performance or nonperformance of any terms, duties or obligations
not specifically recited in this Agreement. The waiver of or acquiescence to
the terms and conditions of this Agreement by OXBORO or ULVENES shall not be a
waiver of or acquiescence to additional or subsequent defaults.
10. GOVERNING LAW. The validity and enforceability, construction and
interpretation of this Agreement shall be governed by the laws of Minnesota.
11. SEVERABILITY. In the event that any provision of this Agreement is
unenforceable under applicable law, that finding shall not effect the validity
or enforceability of the remaining provisions. To the extent that any provision
of this Agreement is unenforceable because it is overbroad, such provision shall
be amended to the extent required by applicable law and enforced as so amended.
12. TRANSFERABILITY. The right and obligations of OXBORO hereunder may be
transferred to its successors and assigns. ULVENES may not, however, transfer
or assign his rights or obligations under this Agreement.
13. WRITING. This Agreement supersedes all prior Agreements and
understandings between the parties and may not be changed or terminated orally,
and no change, termination or attempted waiver of any of the provisions hereof
shall be binding unless in writing and signed by the party against whom the same
is sought to be enforced.
IN WITNESS WHEREOF, OXBORO has caused this Agreement to be executed in its
corporate name by an authorized officer of the corporation, and ULVENES has
hereunto executed this Agreement the day and year first above written.
OXBORO MEDICAL INTERNATIONAL, INC.
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxxxxxxxx X. Xxxxxxxx
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ULVENES Its President
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