{"id":40035,"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-ross-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-invision-technologies-inc-and-ross-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-invision-technologies-inc-and-ross-c.html","title":{"rendered":"Key Employee Agreement – InVision Technologies Inc. and Ross C. Mulholland"},"content":{"rendered":"
InVision Technologies, Inc.<\/font><\/p>\n\n
KEY EMPLOYEE AGREEMENT<\/font>
\nfor<\/font><\/b><\/p>\n\n
Ross C. Mulholland<\/font><\/p>\n\n
             This\nEmployment Agreement ('Agreement') is entered into as of the 6th day\nof March 2001, by and between Ross C. Mulholland ('Executive') and InVision Technologies, Inc. <\/b>(the 'Company').<\/font><\/p>\n\n
             Whereas<\/font><\/b>, the Company desires to employ Executive to provide\npersonal services to the Company, and wishes to provide Executive with certain\ncompensation and benefits in return for his services; and<\/font><\/p>\n\n
             Whereas<\/font><\/b>, Executive wishes to be employed by the Company and\nprovide personal services to the Company in return for certain compensation and\nbenefits;<\/font><\/p>\n\n
             Now,\nTherefore<\/font><\/b>,\nin consideration of the mutual promises and covenants contained herein, it is\nhereby agreed by and between the parties hereto as follows:<\/font><\/p>\n\n
             1.         Employment by the Company<\/u>.<\/font><\/b><\/p>\n\n
                         1.1<\/font><\/b>       The\neffective date of this Agreement shall be March 7, 2001.<\/font><\/p>\n\n
                         1.2<\/font><\/b>       Subject to terms set forth \nherein, the\nCompany agrees to employ Executive in the position of Senior Vice President and\nChief Financial Officer and Executive hereby accepts such employment effective\nas of March 7, 2001 (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 incapacity permitted by the\nCompany's general employment policies) to the business of the Company.<\/font><\/p>\n\n
                         1.3<\/font><\/b>       Executive\nshall serve in an executive capacity and shall perform such duties as are\ncustomarily associated with his then current title, consistent with the Bylaws\nof the Company and as required by the Company's Board of Directors (the\n'Board') and Chief Executive Officer.  Executive shall perform his duties at such place or places, as\nthe Company shall reasonably designate.<\/font><\/p>\n\n
                         1.4<\/font><\/b>       The\nemployment relationship between the parties shall also be governed by the\ngeneral employment policies and practices of the Company, including those\nrelating to protection of confidential information and assignment of\ninventions, except that when the terms of this Agreement differ from or are in\nconflict with the Company's general employment policies or practices, this\nAgreement shall control.<\/font><\/p>\n\n\n\n\n
             2.         COMPENSATION.<\/u><\/b><\/font><\/p>\n\n
                         2.1       Salary<\/u>.<\/font><\/b>  \nExecutive shall\nreceive for services to be rendered hereunder an annualized base salary of\n$190,000, payable in accordance with the Company's regular payroll\nschedule.  Such compensation is subject\nto change in accordance with the policies of the Company, as determined by its\nBoard of Directors, in force from time to time.<\/font><\/p>\n\n
                         2.2       Bonus<\/u><\/font><\/b>. Executive \nshall be eligible to receive a 2001\nannualized target bonus, in the amount of $100,000, less standard deductions,\npayable first quarter 2002.  Such bonus\nis based on reaching the corporate and personal objectives as outlined in the\nexecutive compensation plan.  Personal\nobjectives are to be determined within 2 months from start date.  The bonus program is subject to change in\naccordance with the policies of the Company, as determined by the Board of\nDirectors in force from time to time.<\/font><\/p>\n\n
                         2.3       Stock Options<\/u><\/font><\/b>. \n The Company\nwill grant to Executive under the InVision Technologies, Inc. Equity Incentive\nPlan (\u0093the Plan\u0094) options to purchase 80,000 shares of the Company\u0092s common\nstock at an exercise price determined by the fair market value at the time of\nthe Board\u0092s approval of the grant.  In\naddition, the Company will grant an option for 30,000 shares after successful\ncompletion of one year of employment, at an exercise price determined by the\nfair market value at the time of the Board\u0092s approval of the grant. Executive\nacknowledges that there are no further commitments on behalf of the Company to\ngrant to Executive any additional options. \nThe Board shall, however, consider granting additional options on an\nannual basis at its discretion.<\/font><\/p>\n\n
             3.         Proprietary Information Obligations<\/u>.<\/font><\/b><\/p>\n\n
                         3.1       Agreement<\/u>.<\/font><\/b>  \nExecutive\nagrees to execute and abide by the Proprietary Information and Inventions\nAgreement attached hereto as Exhibit A as a condition of employment.<\/font><\/p>\n\n
                         3.2       Remedies<\/u>.<\/font><\/b>  \nExecutive's\nduties under the Proprietary Information and Inventions Agreement shall survive\ntermination of his employment with the Company.  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.<\/font><\/p>\n\n
             4.         Outside\nActivities<\/u>.<\/font><\/b><\/p>\n\n
                         4.1<\/font><\/b>       Except with\nthe prior written consent of the Company's Board of Directors, Executive will\nnot during the term of this Agreement undertake or engage in any other\nemployment, occupation or business enterprise, other than ones in which\nExecutive is a passive investor. \nExecutive may engage in civic and not-for-profit activities so long as\nsuch activities do not materially interfere with the performance of his duties\nhereunder.<\/font><\/p>\n\n\n\n\n

\n                         4.2<\/font><\/b>       Except as permitted by Section 4.3,\nExecutive agrees not to acquire, assume or participate in, directly or\nindirectly, any position, investment or interest known by him to be adverse or\nantagonistic to the Company, its business or prospects, financial or otherwise.<\/font><\/p>\n\n
                         4.3<\/font><\/b>       During the\nterm of his employment by the Company, except on behalf of the Company,\nExecutive will not directly or indirectly, whether as an officer, director,\nstockholder, partner, proprietor, associate, representative, consultant, or in\nany capacity whatsoever engage in, become financially interested in, be\nemployed by or have any business connection with any other person, corporation,\nfirm, partnership or other entity whatsoever which were known by him to compete\ndirectly with the Company, throughout the world, in any line of business\nengaged in (or planned to be engaged in) by the Company; provided, however,\nthat anything above to the contrary notwithstanding, he may own, as a passive\ninvestor, securities of any competitor corporation, so long as his direct\nholdings in any one such corporation shall not in the aggregate constitute more\nthan 1% of the voting stock of such corporation.<\/font><\/p>\n\n
                         4.4       Former Employment<\/u><\/font><\/b>\n.  Executive\nrepresents and warrants that his employment by the Company will not conflict\nwith and will not be constrained by any prior employment or consulting\nagreement or relationship.  Executive\nrepresents and warrants that he does not possess confidential information\narising out of prior employment which, in his best judgment, would be utilized\nin connection with his employment by the Company, except in accordance with\nagreements between his former employer and the Company.<\/font><\/p>\n\n
             5.         Termination\nOf Employment<\/u>.<\/font><\/b><\/p>\n\n
                         5.1       Termination Without Cause<\/u>.<\/font><\/b><\/p>\n\n
                                      (a)<\/font><\/b>\n        The Company\nand Executive shall have the right to terminate Executive's employment with the\nCompany at any time without cause.<\/font><\/p>\n\n
                                      (b)<\/font><\/b>\n       In the event\nExecutive's employment is terminated without cause, the Company shall continue\nto pay Executive his base salary, less standard deductions and withholdings,\nfrom the date of termination for six (6) months, or until he obtains other\nemployment, whichever occurs earlier.<\/font><\/p>\n\n
                         5.2       Termination for Cause<\/u>.<\/font><\/b><\/p>\n\n
                                      (a)<\/font><\/b>\n        In the\nevent Executive's employment is terminated at any time with cause, he will not\nbe entitled to severance pay, pay in lieu of notice or any other such\ncompensation.<\/font><\/p>\n\n
                                      (b)<\/font><\/b>\n       'Cause'\nfor termination shall mean: \n(a) indictment or conviction of any felony or of any crime\ninvolving dishonesty; (b) participation in any fraud against the Company;\n(c) breach of Executive's duties to the Company, including persistent\nunsatisfactory performance of job duties; (d) intentional damage to any\nproperty of the Company; or (e) conduct by Executive which in the good faith\nand reasonable determination of the Board demonstrates gross unfitness to\nserve.<\/font><\/p>\n\n\n\n\n

\n                         5.3       Voluntary or Mutual Termination<\/u>.<\/font><\/b><\/p>\n\n\n
                                      (a)<\/b> \n       Executive may voluntarily terminate his\nemployment with the Company upon ninety (90) days' notice, after which no\nfurther compensation will be paid to Executive.<\/font><\/p>\n\n
                                      (b)<\/font><\/b>\n       In the event\nExecutive voluntarily terminates his employment, he will not be entitled to\nseverance pay, pay in lieu of notice or any other such compensation.<\/font><\/p>\n\n
             6.         Noninterference<\/u>.<\/font><\/b><\/p>\n\n
                         While\nemployed by the Company, and for two (2) years immediately following the\nTermination Date, Executive agrees not to interfere with the business of the\nCompany by:<\/font><\/p>\n\n
                                      (a)<\/font><\/b>\n        soliciting,\nattempting to solicit, inducing, or otherwise causing any employee of the\nCompany to terminate his or her employment in order to become an employee,\nconsultant or independent contractor to or for any competitor of the Company;\nor<\/font><\/p>\n\n
                                      (b)<\/font><\/b>\n       directly or\nindirectly soliciting the business of any customer of the Company which at the\ntime of termination or one year immediately prior thereto was listed on the\nCompany's customer list.<\/font><\/p>\n\n
             7.         General\nProvisions<\/u>.<\/font><\/b><\/p>\n\n
                         7.1       Notices<\/u>.<\/font><\/b>  Any \nnotices\nprovided hereunder must be in writing and shall be deemed effective upon the\nearlier of personal delivery (including personal delivery by telex) or the\nthird day after mailing by first class mail, to the Company at its primary\noffice location and to Executive at his address as listed on the Company\npayroll.<\/font><\/p>\n\n
                         7.2       Severability<\/u>.<\/font><\/b>  \nWhenever\npossible, each provision of this Agreement will be interpreted in such manner\nas to be effective and valid under applicable law, but if any provision of this\nAgreement is held to be invalid, illegal or unenforceable in any respect under\nany applicable law or rule in any jurisdiction, such invalidity, illegality or\nunenforceability will not affect any other provision or any other jurisdiction,\nbut this Agreement will be reformed, construed and enforced in such\njurisdiction as if such invalid, illegal or unenforceable provisions had never\nbeen contained herein.<\/font><\/p>\n\n
                         7.3       Waiver<\/u>.<\/font><\/b>  If \neither party\nshould waive any breach of any provisions of this Agreement, he or it shall not\nthereby be deemed to have waived any preceding or succeeding breach of the same\nor any other provision of this Agreement.<\/font><\/p>\n\n\n\n\n

\n                         7.4       Complete Agreement<\/u>.<\/font><\/b>\n  This Agreement\nand its Exhibit, together with the Members' Agreement of even date herewith and\nits Exhibits, 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\nentered into without reliance on any promise or representation other than those\nexpressly contained herein, and it cannot be modified or amended except in a\nwriting signed by an officer of the Company.<\/font><\/p>\n\n
                         7.5       Assignment<\/u>.<\/font><\/b>  \nNeither this\nAgreement nor any rights or obligations hereunder may be assigned by the\nCompany or by you.<\/font><\/p>\n\n
                         7.6       Counterparts<\/u>.<\/font><\/b>  \nThis Agreement\nmay be executed in separate counterparts, any one of which need not contain\nsignatures of more than one party, but all of which taken together will\nconstitute one and the same Agreement.<\/font><\/p>\n\n
                         7.7       Headings<\/u>.<\/font><\/b>  The \nheadings of\nthe sections hereof are inserted for convenience only and shall not be deemed\nto constitute a part hereof nor to affect the meaning thereof.<\/font><\/p>\n\n
                         7.8       Successors and Assigns<\/u>.<\/font><\/b>  This Agreement\nis intended to bind and inure to the benefit of and be enforceable by Executive\nand the Company, and their respective successors, assigns, heirs, executors and\nadministrators, except that Executive may not assign any of his duties\nhereunder and he may not assign any of his rights hereunder without the written\nconsent of the Company, which shall not be withheld unreasonably.<\/font><\/p>\n\n
                         7.9       Attorneys' Fees<\/u>.<\/font><\/b>\n  If either party\nhereto brings any action to enforce his or its rights hereunder, the prevailing\nparty in any such action shall be entitled to recover his or its reasonable\nattorneys' fees and costs incurred in connection with such action.<\/font><\/p>\n\n
                         7.10     Choice of Law<\/u>.<\/font><\/b>  All \nquestions\nconcerning the construction, validity and interpretation of this Agreement will\nbe governed by the law of the State of California. <\/font><\/p>\n\n
                         7.11     Forum<\/u>.<\/font><\/b>  Any legal\naction, suit or proceeding arising from or relating to this Agreement shall be\nbrought and maintained in the United States District Court for the Northern\nDistrict of California and the parties hereby submit to the jurisdiction\nthereof.<\/font><\/p>\n\n\n\n\n
             In\nWitness Whereof<\/font><\/b>, the parties have\nexecuted this Agreement on the day and year first above written.<\/font><\/p>\n\n
             InVision Technologies, Inc.<\/font><\/b><\/p>\n\n
 <\/font><\/p>\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\nBy:<\/font><\/td>\n\/s\/ Donald E. Mattson<\/font><\/td>\nDate:  March 6, 2001<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\nDonald E. Mattson<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\nChief Operating Officer<\/font><\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nAccepted and agreed this
\n  6th day of March , 2001<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n\/s\/ Ross C. Mulholland<\/font><\/p>\n
<\/td>\n		 <\/td>\n<\/tr>\n
 <\/td>\n <\/td>\nRoss C. Mulholland<\/font><\/td>\n<\/tr>\n<\/table>\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-40035","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\/40035","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=40035"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40035"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40035"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40035"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}