EXHIBIT 10.11
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this ____ day of _________, 1998, is by and between
Vascular Solutions, Inc., a Minnesota corporation (the "Company"), and
_______________, a resident of the State of Minnesota (the "Employee").
WHEREAS, Employee and the Company mutually desire to enter into an
employment relationship whereby Employee will devote his/her substantially full-
time efforts to the success of the Company; and
WHEREAS, Employee and the Company desire to specify all benefits payable to
Employee in connection with the employment.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
the Company and the Employee, each intending to be legally bound, agree as
follows:
1. Employment. Subject to all of the terms and conditions of this
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Agreement, the Company agrees to employ the Employee as ________________________
of the Company and the Employee accepts this employment.
2. Duties. The Employee will make the best use of his/her energy,
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knowledge and training in advancing the Company's interests on a substantially
full-time basis. He/she will diligently and conscientiously perform the duties
of his/her position as well as such other duties as are directed by the
Company's management. The Employee will make every effort to avoid using any
trade secrets or confidential information that he/she may have in his/her
possession from any previous employer in connection with his/her employment by
the Company.
3. Term. The Employee shall be employed beginning on ______________, 1998.
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The employment relationship created by this agreement shall continue on an "at
will" basis. Either party may terminate the employment relationship created by
this Agreement for any reason by giving 10 working days prior written notice to
the other party. Because the employment relationship is "at will," the Employee
shall have no right to continued employment, and the Company may terminate the
Employee for any reason (other than because of Employee's race, sex, age or
other legally protected category) at any time. No document or statement (oral
or written) by the Company or its officers or Board of Directors will create a
right to continued employment.
4. Compensation.
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(a) Salary. The Company shall pay the Employee an initial annual base
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salary of $________, payable not less frequently than twice-monthly, to be
reviewed and adjusted by January 1, 1999 and no less frequently than annually
thereafter.
(b) Benefits. Upon the commencement of employment, the Employee shall
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receive an incentive stock option to purchase ______ shares of the Company's
common stock at $_____
Initials:
Company_______
Employee______
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per share vesting upon continued employment over four years. The Employee will
be entitled to participate in benefit and stock option plans which may be
established by the Board of Directors of the Company for the employees of the
Company generally. Other than as specified above, the Employee shall not have
any entitlement to any benefits or options.
(c) Expenses. The Company shall reimburse the Employee for all
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ordinary and necessary business expenses the Employee incurs while performing
his/her duties under this Agreement, provided that the Employee accounts
properly for such expenses to the Company in accordance with the general
corporate policy of the Company as determined by the Company's Board of
Directors and in accordance with the requirements of Internal Revenue Service
regulations relating to substantiation of expenses.
5. Inventions.
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(a) "Inventions," as used in this Section 5, means any discoveries,
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designs, improvements or software (whether or not they are in writing or reduced
to practice) or works of authorship (whether or not they can be patented or
copyrighted) that the Employee makes, authors, or conceives (either alone or
with others) and that:
(i) concern directly the Company's products, research or development;
(ii) result from any work the Employee performs for the Company; or
(iii) use in any significant respect the Company's equipment,
facilities, or trade secret information.
(b) The Employee agrees that all inventions he/she makes during the
term of this Agreement will be the sole and exclusive property of the Company.
The Employee will, with respect to any such invention:
(i) keep current,accurate and complete records which will belong to
the company and be kept and stored on the company's premises while
the Employee is employed by the Company;
(ii) promptly and fully disclose the existence and describe the nature
of the invention to the Company and in writing (and without
request);
(iii) assign (and the Employees does hereby assign) to the Company all
his/her rights to the invention, and application he/she makes for
patents or copyrights in any country; and
(iv) acknowledge and deliver promptly to the Company any written
instruments, and perform any written instruments, and preform any
other reasonable acts necessary in the Company's opinion and at
it's expense to preserve property rights in the invention against
forfeiture, abandonment, or loss and to obtain and
Initials:
Company_______
Employee______
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maintain letters patent and/or copyrights on the invention and to
vest the entire right and title to the invention in the Company,
provided that the Employee makes no warranty or representation to
the Company as to rights against third party hereunder.
6. Confidential Information.
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(a) "Confidential Information," as used in this Section 6, means
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information that is not generally known and that is proprietary to the Company
or that the Company is obligated to treat as proprietary. This information
includes, without limitation:
(i) trade secret information about the Company and its products or
services;
(ii) "Inventions," as defined in subsection 5 (a) above;
(iii) information concerning the Company's business, as the Company has
conducted it or as it may conduct it in the future; and
(iv) information concerning any of the Company's past, current, or
possible future products, including (without limitation)
information about the Company's research, development,
engineering, purchasing, manufacturing, servicing, finances,
marketing or selling.
Any information that reasonably can be expected to be treated as Confidential
Information will be presumed to be Confidential Information (whether the
Employee or other originated it and regardless of how he/she obtained it).
(b) Except as required in his/her duties to the Company, the Employee
will not, during his/her employment or for a period of three (3) years after
termination of his/her employment with the Company, use or disclose Confidential
Information to any person not authorized by the Company to receive it, excluding
Confidential Information:
(i) which is or becomes publicly available by a source other than the
Employee;
(ii) which is received by the Employee after termination of his/her
employment hereunder from a source who, to the Employee's
knowledge, did not obtain the information directly or indirectly
from employees or agents of the Company; or
(iii) for which disclosure thereof the Company has consented in
writing.
When the Employee's employment with the Company ends, he/she will promptly turn
over to the Company all records and any compositions, articles, devices,
apparatus, and other items that disclose, describe, or embody Confidential
Information, including all copies, reproductions, and specimens of Confidential
Information in his/her possession, regardless of who prepared them.
Initials:
Company_______
Employee______
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7. Competitive Activities. The Employee agrees that during his/her
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employment with the Company and for a period of one (1) year after his/her
employment with the Company ends:
(a) He/she will not alone, or in any capacity with another firm:
(i) directly or indirectly engage in the manufacture or
distribution of products directly competetive with the
Company's, nor will he/she participate in the management or
operation of, or become a significant investor in, any venture
or enterprise of whatever kind as a principal, officer,
director, employee, representative, agent or shareholder or any
entity whose business is directly competetive with the
Company's;
(ii) solicit for competitive business or in any way intentionally
interfere or attempt to interfere with the Company's
relationships with any of its current or potential customers;
or
(iii) employ or attempt to employ any of the Company's employees on
behalf of any other entity competing with the Company, provided
that, nothing in this Section 7 shall restrict the employee's
employment by or association with any entity, venture, or
enterprise which engages in a business with a product or
service competitive with any product or service of the Company
so long as the following conditions are complied with: (a) the
Employee's employment or association with such entity, venture
or enterprise is limited to work which does not involve or
relate to the design, development, production, marketing or
servicing of a product or service which is directly competitive
with any product or service of the Company and (b) the
Employee's employer takes reasonable measures to insure that
the Employee is not involved with or consulted in any aspect of
the design, development, production, marketing, or servicing of
such competitive product or service.
(b) Employee will, prior to accepting employment with any new
employer, inform that employer of this Agreement and provide that employer with
a copy of Section 7 of this Agreement, provided that he/she reasonably believed
his/her new position is or may be contrary to this Agreement.
8. Conflicting Business. The Employee agrees that he/she will not
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transact business with the Company personally, or as agent, owner, partner, or
shareholder of any other entity without the prior approval of the Board of
Directors. The Employee further agrees that he/she will not engage in any
business activity or outside employment that is likely to conflict with the
Company's proprietary or business interests during the term of this Agreement.
9. No Adequate Remedy. The Employee understands that if he/she fails to
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fulfill his/her obligations under Sections 5, 6, 7 or 8 of this Agreement, the
damages to the Company would be very difficult to determine. Therefore, in
addition to any other rights or remedies available to the Company at law, in
equity or by statute, the Employee hereby consents to the
Initials:
Company_______
Employee______
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specific enforcement of Sections 5, 6, 7 or 8 of this Agreement by the Company
through an injunction or restraining order issued by any appropriate court.
10. Miscellaneous.
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(a) Successors and Assigns. This Agreement may not be assigned by
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the Employee. Except as provided in the next sentence, this Agreement may not be
assigned by the Company without the Employee's consent, which consent shall not
be unreasonably withheld. In any event, the Company may assign this Agreement
without the consent of the Employee in connection with a merger, consolidation,
assignment, sale or other disposition of substantially all of its assets or
business or the assets or business of a division of the Company.
(b) Modification. This Agreement may be modified or amended only by a
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writing signed by each of the parties hereto.
(c) Governing Law. The laws of the State of Minnesota shall govern
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the validity, construction, and performance of this Agreement.
(d) Construction. Wherever possible, each provision of this Agreement
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shall be interpreted so that it is valid under applicable law. If any provision
of this Agreement is to any extent invalid under applicable law in any
jurisdiction, that provision shall still be effective to the extent it remains
valid. The remainder of this Agreement also shall continue to be valid, and the
entire Agreement shall continue to be valid in other jurisdictions.
(e) Non-Waiver. No failure or delay by any of the parties hereto in
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exercising any right or remedy under this Agreement shall waive any provision of
this Agreement. Any single or partial exercise by either of the parties hereto
of any right or remedy under this Agreement shall not preclude the party from
otherwise or further exercising its rights or remedies, or any other rights or
remedies granted by any law or any related document.
(f) Captions. The headings in this Agreement are for convenience only
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and shall not affect the interpretation of this Agreement.
(g) Notices. All notices and other communications required or
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permitted under this Agreement shall be in writing and hand delivered or sent by
registered first-class mail, postage prepaid. Such notices and other
communication shall be effective upon receipt if hand delivered and shall be
effective five (5) business days after mailing if sent by mail to the following
addresses, or such other addresses as either party shall have notified the other
party:
If to the Company: Vascular Solutions, Inc.
2495 Xenium Lane North
Minneapolis, Minnesota 55441
Attention: Chief Executive Officer
Initials:
Company_______
Employee______
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If to the Employee:
_________________________
_________________________
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
VASCULAR SOLUTIONS, INC.
By:__________________________________________
Its:______________________________________
EMPLOYEE
_____________________________________________
Initials:
Company_______
Employee______
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