{"id":40031,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/key-employee-agreement-invision-technologies-inc-and-benno.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-invision-technologies-inc-and-benno","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-invision-technologies-inc-and-benno.html","title":{"rendered":"Key Employee Agreement &#8211; InVision Technologies Inc. and Benno Stebler"},"content":{"rendered":"<pre>                             INVISION TECHNOLOGIES, INC.\n\n                                KEY EMPLOYEE AGREEMENT\n\n                                         FOR\n\n                                    BENNO STEBLER\n\n\n     AGREEMENT made this 21st day of April, 1994, by and between INVISION \nTECHNOLOGIES, INC. (hereinafter the 'Company') and you Benno Stebler \n(hereinafter also referred to as the 'Employee').\n\n     WHEREAS, the Employee is currently serving as V.P., Engineering and V.P.,\nManufacturing, Acting, of the Company, and has served as V.P., Engineering since\nApril 29, 1991; and\n\n     WHEREAS, the Company desires to retain Employee's services, to formalize\nits employment agreement with him, and to demonstrate its appreciation for his\nefforts; and\n\n     WHEREAS, the Company and the Employee wish to clarify their respective\nrights concerning the Employee's employment relationship with the Company;\n\n     NOW, THEREFORE, in consideration for the mutual promises contained herein,\nand for such other valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, the parties hereto agree as follows:\n\n     1.   POSITION AND RESPONSIBILITIES\n\n          1.1  The Company will continue to employ you and you shall serve in a\nmanagement capacity (without commitment for a title) and perform the duties\ncustomarily associated with such capacity from time to time and at such place or\nplaces as the Company shall reasonably designate or as shall be reasonably\nappropriate and necessary in connection with such employment.\n\n          1.2  To the best of your ability, you will devote your full time and\nbest efforts to the performance of your duties hereunder and to the business and\naffairs of the Company. You agree to serve as an employee of the Company and to\nperform such duties as may be assigned to you by the Company's Chief Executive\nOfficer from time to time.\n\n          1.3  You will duly, punctually and faithfully perform and observe any\nand all rules and regulations which the Company may now or shall hereafter\nestablish governing the conduct of its business.\n\n\n                                          1\n\n\n\n\n     2.   COMPENSATION.  The Company currently pays you for the services\nrendered hereunder a basic salary of $114,000.00 per year effective May 1, 1994.\nSuch compensation is subject to change in accordance with the policies of the\nCompany, as determined by its Board of Directors, in force from time to time,\nand payable in installments in accordance with Company policy. You shall also be\nentitled to all rights and benefits for which you shall be eligible under bonus,\nvacation, sick days, pension, group insurance, disability, life insurance,\nprofit-sharing or other Company benefits which may be in force from time to time\nand provided to you or for the Company's employees generally.\n\n     3.   OTHER ACTIVITIES DURING EMPLOYMENT\n\n\n          3.1  Except with the prior written consent of the Company, you will\nnot during the term of this Agreement undertake or engage in any other\nemployment, occupation or business enterprise, other than ones in which you are\na passive investor. You may engage in civic and not-for-profit activities so\nlong as such activities do not materially interfere with the performance of your\nduties hereunder.\n\n          3.2  Except as permitted by Section 3.3, you will not acquire, assume\nor participate in, directly or indirectly, any position, investment or interest\nknown by you to be adverse or antagonistic to the Company, its business or\nprospects, financial or otherwise.\n\n          3.3  During the term of your employment by the Company, you will not\ndirectly or indirectly, except on behalf of the Company, whether as an officer,\ndirector, stockholder, partner, proprietor, associate, representative,\nconsultant, or in any capacity whatsoever engage in, become financially\ninterested in, be employed by or have any business connection with any other\nperson, corporation, firm, partnership or other entity whatsoever which are\nknown by you to directly compete with the Company, throughout the world, in any\nof the business engaged in (or planned to be engaged in) by the Company;\nprovided, however, that anything above to the contrary notwithstanding, you may\nown, as a passive investor, securities of any competitor corporation, so long as\nyour direct holdings in any one such corporation shall not in the aggregate\nconstitute more than 1% of the voting stock of such corporation.\n\n     4.   FORMER EMPLOYMENT.  You represent and warrant that your employment by\nthe Company will not conflict with and will not be constrained by any prior\nemployment or consulting agreement or relationship. You represent and warrant\nthat you do not possess confidential information arising out of prior employment\nwhich, in your best judgment, would be utilized in connection with your\nemployment by the Company, except in accordance with agreements between your\nformer employer and the Company.\n\n     5.   PROPRIETARY INFORMATION AND INVENTIONS.  You agree that you are bound\nby the provisions of the Proprietary Information Agreement between you and the\nCompany, a form of \n\n\n                                          2\n\n\n\n\nwhich is attached hereto as Exhibit 1.\n\n     6.   TERM OF EMPLOYMENT; TERMINATION\n\n          6.1  Your employment will be terminable at the will of either party,\nat any time, with or without cause or prior notice.\n\n          6.2  If terminated for cause, or if Employee resigns voluntarily,\nEmployee shall receive no severance pay or other benefits. Termination for cause\nshall be effected by a decision of the Company's Chief Executive Officer or by\nresolution of the Company's Board of Directors only for the following reasons:\n\n               (a)  The Employee's breach of his duty of undivided loyalty in\nthe execution of his fiduciary duties to the Company, including, but not limited\nto, the use of his position of trust to further his private interests, or\ndepriving the Company of any opportunity to which it is entitled;\n\n               (b)  Dishonesty of the Employee with respect to the Company or\nany of its subsidiaries;\n\n               (c)  Willful misfeasance or nonfeasance of duty intended to\ninjure or having the effect of injuring the reputation, business, or business\nrelationship of the Company or of any of its subsidiaries or any of their\nrespective officers, directors or employees;\n\n               (d)  Conviction of the Employee upon a charge of any crime which\ninvolves moral turpitude or which could reflect unfavorably upon the Company or\nany of its subsidiaries;\n\n               (e)  Willful or prolonged absence from work by the Employee\n(other than by reason of disability due to physical or mental illness) or\nfailure, neglect or refusal by the Employee to perform his duties and\nresponsibilities without the same being corrected upon ten days prior written\nnotice; or\n\n               (f)  Material breach by the Employee of any of the covenants\ncontained on this Agreement.\n\n          6.3  If terminated without cause, Employee shall continue to receive\nhis then- current salary for a period of six (6) months or until new employment\nbegins, whichever occurs first.  Employee agrees to notify the Company upon\nacceptance of new employment. \n\n          6.4  In the event Employee desires to resign, Employee shall give the\nCompany not less than thirty (30) days written notice.\n\n\n                                          3\n\n\n\n\n     7.   REMEDIES.  Your duties under the Proprietary Information Agreement\nshall survive termination of your employment with the Company. You acknowledge\nthat a remedy at law for any breach or threatened breach by you of the\nprovisions of the Proprietary Information Agreement would be inadequate and you\ntherefore agree that the Company shall be entitled to injunctive relief in case\nof any such breach or threatened breach.\n\n     8.   ASSIGNMENT.  Neither this Agreement nor any rights or obligations\nhereunder may be assigned by the Company or by you.\n\n     9.   SEVERABILITY.  In case any one or more of the provisions contained in\nthis Agreement shall, for any reason, be held to be invalid, illegal or\nunenforceable in any respect, such invalidity, illegality or unenforceability\nshall not affect the other provisions of this Agreement, and this Agreement\nshall be construed as if such invalid, illegal or unenforceable provision had\nnever been contained herein. If moreover, any one or more of the provisions\ncontained in this Agreement shall for any reason be held to be excessively broad\nas to duration, scope, activity or subject, it shall be construed by limiting\nand reducing it, so as to be enforceable to the extent compatible with the\napplicable law as it shall then appear.\n\n     10.  NOTICES.  Any notice which the Company is required or may desire to\ngive you shall be given by personal delivery or registered or certified mail,\nreturn receipt requested, addressed to you at the address of record with the\nCompany, or at such other place as you may from time to time designate in\nwriting. Any notice which you are required or may desire to give to the Company\nhereunder shall be given by personal delivery or by registered or certified\nmail, return receipt requested, addressed to the Company at its principal\noffice, or at such other office as the Company may from time to time designate\nin writing. The date of personal delivery or the date of mailing any such notice\nshall be deemed to be the date of delivery thereof.\n\n     11.  WAIVER.  If either party should waive any breach of any provisions of\nthis Agreement, he or it shall not thereby be deemed to have waived any\npreceding or succeeding breach of the same or any other provision of this\nAgreement.\n\n\n     12.  COMPLETE AGREEMENT; AMENDMENTS.  This Agreement, together with Exhibit\nI sets forth the entire agreement and understandings between the parties hereto\nand constitutes the complete, final and exclusive embodiment of their agreement\nwith respect to the subject matter hereof. This Agreement merges all previous\ndiscussions and negotiations between the parties and supersedes and replaces any\nand every other agreement which may have existed between the parties with\nrespect to the subject matter hereof.  It may not be amended, supplemented,\ncanceled or discharged except by written instrument executed by both parties\nhereto.\n\n     13.  HEADINGS.  The headings of the sections hereof are inserted for\nconvenience only and shall not be deemed to constitute a part hereof nor to\naffect the meaning thereof.\n\n     14.  LAW GOVERNING AGREEMENT.  The validity of this Agreement and the\nrights,\n\n\n                                          4\n\n\n\n\nobligations, and relations of the parties hereunder shall be construed and\ndetermined under and in accordance with the substantive laws of the State of\nCalifornia without regard to its principles of conflicts of law.\n\n     15.  FORUM.  Any legal action, suit or proceeding arising from or relating\nto this Agreement shall be brought and maintained in the United States District\nCourt for the Northern District of California and the parties hereby submit to\nthe jurisdiction thereof.\n\n     16.  ATTORNEY FEES.  If either party brings any action to enforce its\nrights hereunder, the prevailing party in any such action shall be entitled to\nrecover his or its reasonable attorneys' fees and costs in connection with such\naction.\n\n                              INVISION TECHNOLOGIES, INC.\n\n                              By:                                \n                                 --------------------------------\n                                   Sergio Magistri\n\n                              Title:                             \n                                    -----------------------------\n\n                              Date:                              \n                                   ------------------------------\n\n\nAccepted and agreed this\n\n___ day of _____, 1994.\n\n                    \n---------------------\n     Benno Stebler\n\n\n                                          5\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9544],"class_list":["post-40031","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40031","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40031"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40031"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40031"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40031"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}