{"id":40032,"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-curtis-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-invision-technologies-inc-and-curtis-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-invision-technologies-inc-and-curtis-p.html","title":{"rendered":"Key Employee Agreement &#8211; InVision Technologies Inc. and Curtis P. DiSibio"},"content":{"rendered":"<pre>                   INVISION TECHNOLOGIES, INC.\n\n                     KEY EMPLOYEE AGREEMENT\n\n                               FOR\n\n                        CURTIS P. DISIBIO\n\n\n     AGREEMENT made this 21st day of April, 1994, by and between INVISION \nTECHNOLOGIES, INC. (hereinafter the 'Company') and you Curtis P. DiSibio \n(hereinafter also referred to as the 'Employee').\n\n     WHEREAS, the Employee is currently serving as Chief Financial Officer of \nthe Company, and has served since April 1, 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 \nherein, and for such other valuable consideration, the receipt and sufficiency \nof which are 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 \na management capacity (without commitment for a title) and perform the duties \ncustomarily associated with such capacity from time to time and at such place \nor places 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 \nand affairs of the Company. You agree to serve as an employee of the Company \nand to perform such duties as may be assigned to you by the Company's Chief \nExecutive Officer from time to time.\n\n          1.3  You will duly, punctually and faithfully perform and observe \nany and all rules and regulations which the Company may now or shall hereafter \nestablish governing the conduct of its business.\n\n     2.   COMPENSATION.  The Company currently pays you for the services \nrendered hereunder a basic salary of $ 109,000.00 per year effective April 1, \n1996.  Such compensation\n\n                                       1.\n\n\n\nis subject to change in accordance with the policies of the Company, as \ndetermined by its Board of Directors, in force from time to time, and payable \nin installments in accordance with Company policy. You shall also be entitled \nto 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 \ntime and provided to you or for the Company's employees generally.\n\n     3.   OTHER ACTIVITIES DURING EMPLOYMENT\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 \nare a passive investor. You may engage in civic and not-for-profit activities \nso long as such activities do not materially interfere with the performance of \nyour duties hereunder.\n\n          3.2  Except as permitted by Section 3.3, you will not acquire, \nassume or participate in, directly or indirectly, any position, investment or \ninterest known by you to be adverse or antagonistic to the Company, its \nbusiness or prospects, 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 \nofficer, director, stockholder, partner, proprietor, associate, \nrepresentative, consultant, or in any capacity whatsoever engage in, become \nfinancially interested in, be employed by or have any business connection with \nany other person, corporation, firm, partnership or other entity whatsoever \nwhich are known by you to directly compete with the Company, throughout the \nworld, in any of the business engaged in (or planned to be engaged in) by the \nCompany; provided, however, that anything above to the contrary \nnotwithstanding, you may own, as a passive investor, securities of any \ncompetitor corporation, so long as your direct holdings in any one such \ncorporation shall not in the aggregate constitute more than 1% of the voting \nstock of such corporation.\n\n     4.   FORMER EMPLOYMENT.  You represent and warrant that your employment \nby the 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 \nemployment which, in your best judgment, would be utilized in connection with \nyour employment by the Company, except in accordance with agreements between \nyour former employer and the Company.\n\n     5.   PROPRIETARY INFORMATION AND INVENTIONS.  You agree that you are \nbound by the provisions of the Proprietary Information Agreement between you \nand the Company, a form of which is attached hereto as Exhibit 1.\n\n     6.   TERM OF EMPLOYMENT; TERMINATION\n\n\n                                       2.\n\n\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 \ncause shall be effected by a decision of the Company's Chief Executive Officer \nor by resolution of the Company's Board of Directors only for the following \nreasons:\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 \nlimited to, the use of his position of trust to further his private interests, \nor depriving 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 \nwhich involves moral turpitude or which could reflect unfavorably upon the \nCompany or any 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 \nthe Company not less than thirty (30) days written notice.\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 \nyou therefore agree that the Company shall be entitled to injunctive relief in \ncase of any such breach or threatened breach.\n\n                                       3.\n\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 \nin this 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 \nbroad as to duration, scope, activity or subject, it shall be construed by \nlimiting and reducing it, so as to be enforceable to the extent compatible \nwith the applicable 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 \nCompany hereunder shall be given by personal delivery or by registered or \ncertified mail, return receipt requested, addressed to the Company at its \nprincipal office, or at such other office as the Company may from time to time \ndesignate in writing. The date of personal delivery or the date of mailing any \nsuch notice shall be deemed to be the date of delivery thereof.\n\n     11.  WAIVER.  If either party should waive any breach of any provisions \nof this 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     12.  COMPLETE AGREEMENT; AMENDMENTS.  This Agreement, together with \nExhibit I sets forth the entire agreement and understandings between the \nparties hereto and constitutes the complete, final and exclusive embodiment of \ntheir agreement with respect to the subject matter hereof.  This Agreement \nmerges. all previous discussions and negotiations between the parties and \nsupersedes and replaces any and every other agreement which may have existed \nbetween the parties with respect to the subject matter hereof.  It may not be \namended, supplemented, canceled or discharged except by written instrument \nexecuted by both parties hereto.\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, obligations, and relations of the parties hereunder shall be construed \nand determined under and in accordance with the substantive laws of the State \nof California without regard to its principles of conflicts of law.\n\n     15.  FORUM.  Any legal action, suit or proceeding arising from or \nrelating to this Agreement shall be brought and maintained in the United \nStates District Court for the Northern District of California and the parties \nhereby submit to the jurisdiction thereof.\n\n                                       4.\n\n\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 \nsuch action.\n\n                              INVISION TECHNOLOGIES, INC.\n\n                              By:\n                                 ---------------------------------------------\n                                   Sergio Magistri\n\n                              Title:\n                                    ------------------------------------------\n                              Date:\n                                   -------------------------------------------\n\nAccepted and agreed this\n\n    day of      , 1994.\n---        -----\n\n---------------------------\n     Curtis P. DiSibio\n\n\n\n\n\n                                       5.\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-40032","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\/40032","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=40032"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40032"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40032"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40032"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}