{"id":40034,"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-horst.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-invision-technologies-inc-and-horst","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-invision-technologies-inc-and-horst.html","title":{"rendered":"Key Employee Agreement &#8211; InVision Technologies Inc. and Horst Bruening"},"content":{"rendered":"<pre>\n                               KEY EMPLOYEE AGREEMENT\n                                          \n                                        FOR\n\n                                   Horst Bruening\n\n     This Employment Agreement ('Agreement') is entered into as of the 1st \nday of January, 1998, by and between Horst Bruening ('Executive') and \nINVISION TECHNOLOGIES, INC. (the 'Company').\n\n     WHEREAS, the Company desires to continue to employ Executive to provide \npersonal services to the Company, and wishes to provide Executive with \ncertain compensation and benefits in return for his services; and\n\n     WHEREAS, Executive wishes to be employed by the Company and provide \npersonal services to the Company in return for certain compensation and \nbenefits;\n\n     NOW, THEREFORE, in consideration of the mutual promises and covenants \ncontained herein, it is hereby agreed by and between the parties hereto as \nfollows:\n\n     1.   EMPLOYMENT BY THE COMPANY.\n\n          1.1  The effective date of this Agreement shall be January 1, 1998.\n\n          1.2  Subject to terms set forth herein, the Company agrees to \ncontinue to employ Executive in the position of Vice President, Engineering \nand Executive hereby accepts such employment effective as of  December 29, \n1997 (the 'Employment Date').   During the term of his employment with the \nCompany, Executive will devote his best efforts and substantially all of his \nbusiness time and attention (except for vacation periods as set forth herein \nand reasonable periods of illness or other incapacities permitted by the \nCompany's general employment policies) to the business of the Company.\n\n          1.3  Executive shall serve in an executive capacity and shall \nperform such duties as are customarily associated with his then current \ntitle, consistent with the Bylaws of the Company and as required by the \nCompany's Chief Executive Officer.  Executive shall perform his duties at \nsuch place or places as the Company shall reasonably designate.\n\n          1.4  The employment relationship between the parties shall also be \ngoverned by the general employment policies and practices of the Company, \nincluding those relating to protection of confidential information and \nassignment of inventions, except that when the terms of this Agreement differ \nfrom or are in conflict with the Company's general employment policies or \npractices, this Agreement shall control.\n\n                                       1.\n\n\n     2.   COMPENSATION.\n\n          2.1  SALARY.  Executive shall receive for services to be rendered\nhereunder an annualized base salary of $135,000, payable in accordance with the\nCompany's regular payroll schedule.  Such compensation is subject to change in\naccordance with the policies of the Company, as determined by its Board of\nDirectors, in force from time to time.\n\n     3.   PROPRIETARY INFORMATION OBLIGATIONS.\n\n          3.1  AGREEMENT.  Executive agrees to execute and abide by the\nProprietary Information and Inventions Agreement attached hereto as Exhibit A as\na condition of employment.\n\n          3.2  REMEDIES.  Executive's duties under the Proprietary Information\nand Inventions Agreement shall survive termination of his employment with the\nCompany.  Executive acknowledges that a remedy at law for any breach or\nthreatened breach by him of the provisions of the Proprietary Information and\nInventions Agreement would be inadequate, and he therefore agrees that the\nCompany shall be entitled to injunctive relief in case of any such breach or\nthreatened breach.\n\n     4.   OUTSIDE ACTIVITIES.\n\n          4.1  Except with the prior written consent of the Company's Board of\nDirectors, Executive will not during the term of this Agreement undertake or\nengage in any other employment, occupation or business enterprise, other than\nones in which Executive is a passive investor.  Executive may engage in civic\nand not-for-profit activities so long as such activities do not materially\ninterfere with the performance of his duties hereunder.\n\n          4.2  Except as permitted by Section 4.3, Executive agrees not to\nacquire, assume or participate in, directly or indirectly, any position,\ninvestment or interest known by him to be adverse or antagonistic to the\nCompany, its business or prospects, financial or otherwise.\n\n          4.3  During the term of his employment by the Company, except on\nbehalf of the Company, Executive will not directly or indirectly, whether as an\nofficer, director, 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 were\nknown by him to compete directly with the Company, throughout the world, in any\nline of business engaged in (or planned to be engaged in) by the Company;\nprovided, however, that anything above to the contrary notwithstanding, he may\nown, as a passive investor, securities of any competitor corporation, so long as\nhis 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          4.4  FORMER EMPLOYMENT.  Executive represents and warrants that his\nemployment by the Company will not conflict with and will not be constrained by\nany prior employment or consulting agreement or relationship.  Executive\nrepresents and warrants that he does not possess confidential information\narising out of prior employment which, in his best judgement, would be utilized\nin connection with his employment by the Company, except in accordance with\nagreements between his former employer and the Company.\n\n                                       2.\n\n\n     5.   TERMINATION OF EMPLOYMENT.\n          5.1  TERMINATION WITHOUT CAUSE.\n\n               (a)  The Company and Executive shall have the right to terminate\nExecutive's employment with the Company at any time without cause.\n\n               (b)  In the event Executive's employment is terminated without\ncause, the Company shall continue to pay Executive his base salary, less\nstandard deductions and withholdings, from the date of termination for six (6)\nmonths, or until he obtains other employment, whichever occurs earlier.\n\n          5.2  TERMINATION FOR CAUSE.\n\n               (a)  In the event Executive's employment is terminated at any\ntime with cause, he will not be entitled to severance pay, pay in lieu of notice\nor any other such compensation.\n\n               (b)  'Cause' for termination shall mean:  (a) indictment or\nconviction of any felony or of any crime involving dishonesty; (b) participation\nin any fraud against the Company; (c) breach of Executive's duties to the\nCompany, including persistent unsatisfactory performance of job duties;\n(d) intentional damage to any property of the Company; or (e) conduct by\nExecutive which in the good faith and reasonable determination of the Board\ndemonstrates gross unfitness to serve.\n\n          5.3  VOLUNTARY OR MUTUAL TERMINATION.\n\n               (a)  Executive may voluntarily terminate his employment with the\nCompany upon sixty (60) days' notice, after which no further compensation will\nbe paid to Executive.\n\n               (b)  In the event Executive voluntarily terminates his\nemployment, he will not be entitled to severance pay, pay in lieu of notice or\nany other such compensation.\n\n     6.   NONINTERFERENCE.\n\n          While employed by the Company, and for two (2) years immediately\nfollowing the Termination Date, Executive agrees not to interfere with the\nbusiness of the Company by:\n\n          (a)  soliciting, attempting to solicit, inducing, or otherwise causing\nany employee of the Company to terminate his or her employment in order to\nbecome an employee, consultant or independent contractor to or for any\ncompetitor of the Company; or\n\n          (b)  directly or indirectly soliciting the business of any customer of\nthe Company which at the time of termination or one year immediately prior\nthereto was listed on the Company's customer list.\n\n     7.   GENERAL PROVISIONS.\n\n          7.1  NOTICES.  Any notices provided hereunder must be in writing and\nshall be deemed effective upon the earlier of personal delivery (including\npersonal delivery by telex) or \n\n                                       3.\n\n\nthe third day after mailing by first class mail, to the Company at its \nprimary office location and to Executive at his address as listed on the \nCompany payroll.\n\n          7.2  SEVERABILITY.  Whenever possible, each provision of this\nAgreement will be interpreted in such manner as to be effective and valid under\napplicable law, but if any provision of this Agreement is held to be invalid,\nillegal or unenforceable in any respect under any applicable law or rule in any\njurisdiction, such invalidity, illegality or unenforceability will not affect\nany other provision or any other jurisdiction, but this Agreement will be\nreformed, construed and enforced in such jurisdiction as if such invalid,\nillegal or unenforceable provisions had never been contained herein.\n\n          7.3  WAIVER.  If either party should waive any breach of any\nprovisions of this Agreement, he or it shall not thereby be deemed to have\nwaived any preceding or succeeding breach of the same or any other provision of\nthis Agreement.\n\n          7.4  COMPLETE AGREEMENT.  This Agreement and its Exhibit, together\nwith the Executive Compensation Plan, the Stock Option Agreement and the Equity\nIncentive Plan constitute the entire agreement between Executive and the Company\nand it is the complete, final, and exclusive embodiment of their agreement with\nregard to this subject matter.  It is entered into without reliance on any\npromise or representation other than those expressly contained herein, and it\ncannot be modified or amended except in a writing signed by the President of the\nCompany.\n\n          7.5  ASSIGNMENT.  Neither this Agreement nor any rights or obligations\nhereunder may be assigned by the Company or by you.\n\n          7.6  COUNTERPARTS.  This Agreement may be executed in separate\ncounterparts, any one of which need not contain signatures of more than one\nparty, but all of which taken together will constitute one and the same\nAgreement.\n\n          7.7  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          7.8  SUCCESSORS AND ASSIGNS.  This Agreement is intended to bind and\ninure to the benefit of and be enforceable by Executive and the Company, and\ntheir respective successors, assigns, heirs, executors and administrators,\nexcept that Executive may not assign any of his duties hereunder and he may not\nassign any of his rights hereunder without the written consent of the Company,\nwhich shall not be withheld unreasonably.\n\n          7.9  ATTORNEYS' FEES.  If either party hereto brings any action to\nenforce his or its rights hereunder, the prevailing party in any such action\nshall be entitled to recover his or its reasonable attorneys' fees and costs\nincurred in connection with such action.\n\n          7.10 CHOICE OF LAW.  All questions concerning the construction,\nvalidity and interpretation of this Agreement will be governed by the law of the\nState of California. \n\n          7.11 FORUM.  Any legal action, suit or proceeding arising from or\nrelating to this Agreement shall be brought and maintained in the United States\nDistrict Court for the Northern District of California and the parties hereby\nsubmit to the jurisdiction thereof.\n\n                                       4.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       5.\n\n\nIN WITNESS WHEREOF, the parties have executed this Agreement on the day and year\nfirst above written.\n\n\n\nINVISION TECHNOLOGIES, INC.\n\n\nBy:  \/s\/ SERGIO MAGISTRI               Date: March 16, 1998\n     ----------------------------            ----------------\n     Sergio Magistri\n     Chief Executive Officer\n\n                              \n\n\nAccepted and agreed this 18th day of March, 1998:\n\n\n     \/s\/ HORST BRUENING\n     ----------------------------\n     Horst Bruening\n\n\n                                       6.\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-40034","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\/40034","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=40034"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40034"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40034"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40034"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}