{"id":40036,"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-sergio.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-invision-technologies-inc-and-sergio","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-invision-technologies-inc-and-sergio.html","title":{"rendered":"Key Employee Agreement &#8211; InVision Technologies Inc. and Sergio Magistri"},"content":{"rendered":"<pre>                           INVISION TECHNOLOGIES, INC.\n\n                             KEY EMPLOYEE AGREEMENT\n                                       FOR\n                                 SERGIO MAGISTRI\n\n\n     AGREEMENT made this 22nd day of April 1994, by and between INVISION \nTECHNOLOGIES, INC. (hereinafter the 'Company') and you, SERGIO MAGISTRI \n(hereinafter also referred to as the 'Employee').\n\n     WHEREAS, the Employee has been employed by the Company since December 9, \n1992; and\n\n     WHEREAS, the Employee is currently serving as President and Chief \nExecutive Officer of the Company, and has so served since December 9, 1992; 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 as an President and Chief Executive Officer of the Company; 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 \nan executive capacity as President and Chief Executive Officer and perform the \nduties customarily associated with such capacity from time to time and at such \nplace or places as the Company shall reasonably designate or as shall be \nreasonably appropriate 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 a director and\/or officer \nof the Company if elected by the stockholders and the Board, as the case may \nbe, and to perform such executive duties as may be assigned to you by the \nCompany's Board of Directors from time to time. You will report to the \nCompany's Board of Directors.\n\n                                       1.\n\n\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, except to the extent that \nsuch rules and regulations may be inconsistent with your executive position.\n\n     2.   COMPENSATION.\n\n          2.1  The Company currently pays you for the services rendered \nhereunder a basic salary of $11,083.33 per month.  Such compensation is \nsubject 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          2.2  The Company will reimburse the reasonable and documented \nexpenses you previously incurred in moving your family and household goods \nfrom Switzerland to the Bay Area, up to a maximum of $10,000.00.\n\n          2.3  Subject to approval by the Company's Board of Directors, you \nwill be granted options to purchase shares of common stock in the Company, \naccording to the following terms and conditions.\n\n               (a)  Options to purchase 400,000 shares will be subject to a \nfour-year vesting period beginning December 9, 1992, and will vest according \nto the Company's standard vesting schedule, so that options to purchase \n100,000 shares (25% of the total) will vest at the end of the first year and \n25,000 shares (6.25% of the total) will vest at the end of each subsequent \nthree-month period of your active employment with the Company.  You recognize \nthat the option covering the first 200,000 of these shares (for vesting \nthrough December 9, 1994) is being issued at the present time, pursuant to \naction taken by the Board of Directors of the Company at its meeting of March \n18, 1994, and that the options for the balance of the shares will be issued in \nthe future.\n\n               (b)  Options to purchase 100,000 additional shares will be \nsubject to two vesting conditions.  The first condition will be met by your \nactive employment during a four-year vesting period, beginning December 9, \n1992, during which options will vest according to the Company's standard \nvesting schedule of 25% after the first year and 6.25% after each subsequent \nthree-month period of your employment.  The second and separate condition for \nvesting is that the Company must be profitable for two consecutive quarters \nbefore any of these shares will vest, even though the passage of time required \nin the first condition has been met.\n\n                                       2.\n\n\n\n               (c)  Options to purchase 100,000 additional shares will be \nissued immediately, but shall become exercisable only upon the closing of (i) \nthe Company's initial public offering of stock, or (ii) an acquisition of the \nCompany, in either case for a purchase price equal to no less than $5.00 per \nshare of the Company's Common Stock, as presently constituted.\n\n     3.   OTHER ACTIVITIES DURING EMPLOYMENT.\n\n          3.1  Except with the prior written consent of the Company's Board of \nDirectors, you will not during the term of this Agreement undertake or engage \nin any other employment, occupation or business enterprise, other than ones in \nwhich you are a passive investor.  You may engage in civic and not-for-profit \nactivities so long as such activities do not materially interfere with the \nperformance of your 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 line of 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.  The Company has been made aware by you \nof the existence of a consulting contract between you and Italimprese and does \nnot object to such relationship so long as it does not conflict with your \nresponsibilities with 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                                       3. \n\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 \ncause shall be effected by a majority of the Board of Directors only for the \nfollowing reasons:\n\n               (a)  The Employee's breach of his duty of undivided loyalty in\n                    the execution of his fiduciary duties to the Company,\n                    including, but not limited to, the use of his position of\n                    trust to further his private interests, or depriving the \n                    Company of any opportunity to which it is entitled;\n\n               (b)  Dishonesty of the Employee with respect to the Company or \n                    any of its subsidiaries;\n\n               (c)  Wilful misfeasance or nonfeasance of duty intended to injure\n                    or having the effect of injuring the reputation, business,\n                    or business relationships of the Company or of any of its\n                    subsidiaries or any of their respective officers, directors\n                    or employees;\n\n               (d)  Conviction of the Employee upon a charge of any crime\n                    involving moral turpitude or which could reflect unfavorably\n                    upon the Company or any of its subsidiaries;\n\n               (e)  Wilful or prolonged absence from work by the Employee (other\n                    than by reason of disability due to physical or mental\n                    illness) or failure, neglect or refusal by the Employee to\n                    perform his duties and responsibilities without the same\n                    being corrected upon ten days prior written notice; or\n\n               (f)  Material breach by the Employee of any of the covenants\n                    contained in 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                                       4.\n\n\n\n          6.4  The Company will reimburse Employee for reasonable and \ndocumented expenses you incur, within six months of your termination without \ncause, in moving your family and household goods back to Switzerland from the \nBay Area, up to a maximum of $10,000.\n\n          6.5  In the event Employee desires to resign, Employee shall give \nthe Company not less than ninety (90) days written notice.\n\n     7.   REMEDIES.  Your duties under the Proprietary Information Agreement \nshall survive termination of your employment with the Company.  You \nacknowledge that a remedy at law for any breach or threatened breach by you of \nthe provisions of the Proprietary Information Agreement would be inadequate \nand you therefore agree that the Company shall be entitled to injunctive \nrelief in case of 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 \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 \nany such 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                                       5.\n\n\n\n     12.  COMPLETE AGREEMENT; AMENDMENTS.  This Agreement together with \nExhibit 1 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 either the \ncourts of the State of California, or the United States District Court for the \nNorthern District of California and the parties hereby submit to the \njurisdiction thereof.\n\n     16.  ATTORNEY FEES.  If either party hereto brings any action to enforce \nits rights hereunder, the prevailing party in any such action shall be \nentitled to recover his or its reasonable attorneys' fees and costs incurred \nin connection with such action.\n\n                              InVision Technologies, Inc.\n\n\n                              By:\n                                 ---------------------------------------------\n                              Title:\n                                    ------------------------------------------\n                              Date:\n                                    ------------------------------------------\n\nAccepted and agreed this\n22nd day of April 1994.\n\n\n\n----------------------------\n     Sergio Magistri\n\n\n\n                                       6.\n\n\n\n                                    EXHIBIT 1\n\n                           INVISION TECHNOLOGIES, INC.\n\n                             PROPRIETARY INFORMATION\n                            AND INVENTIONS AGREEMENT\n\n     IN CONSIDERATION OF MY EMPLOYMENT OR CONTINUED EMPLOYMENT BY INVISION \nTECHNOLOGIES, INC. (THE 'COMPANY'), AND THE COMPENSATION NOW AND HEREAFTER \nPAID TO ME, I HEREBY AGREE AS FOLLOWS:\n\n     1.   RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.  AT ALL TIMES DURING \nTHE TERM OF MY EMPLOYMENT AND THEREAFTER, I WILL HOLD IN STRICTEST CONFIDENCE \nAND WILL NOT DISCLOSE, USE, LECTURE UPON OR PUBLISH ANY OF THE COMPANY'S \nPROPRIETARY INFORMATION (DEFINED BELOW), EXCEPT AS SUCH DISCLOSURE, USE OR \nPUBLICATION MAY BE REQUIRED IN CONNECTION WITH MY WORK FOR THE COMPANY, OR \nUNLESS AN OFFICER OF THE COMPANY EXPRESSLY AUTHORIZES SUCH IN WRITING.  I \nHEREBY ASSIGN TO THE COMPANY ANY RIGHTS I MAY HAVE OR ACQUIRE IN SUCH \nPROPRIETARY INFORMATION AND RECOGNIZE THAT ALL PROPRIETARY INFORMATION SHALL \nBE THE SOLE PROPERTY OF THE COMPANY AND ITS ASSIGNS AND THE COMPANY AND ITS \nASSIGNS SHALL BE THE SOLE OWNER OF ALL TRADE SECRET RIGHTS, PATENT RIGHTS, \nCOPYRIGHTS, MASK WORK RIGHTS AND ALL OTHER RIGHTS THROUGHOUT THE WORLD \n(COLLECTIVELY, 'PROPRIETARY RIGHTS') IN CONNECTION THEREWITH.\n\n     THE TERM 'PROPRIETARY INFORMATION' SHALL MEAN TRADE SECRETS, CONFIDENTIAL \nKNOWLEDGE, DATA OR ANY OTHER PROPRIETARY INFORMATION OF THE COMPANY.  BY WAY \nOF ILLUSTRATION BUT NOT LIMITATION, 'PROPRIETARY INFORMATION' INCLUDES (A) \nALGORITHMS, TRADE SECRETS, INVENTIONS, MASK WORKS, IDEAS, PROCESSES, FORMULAS, \nSOURCE AND OBJECT CODES, DATA, PROGRAMS, OTHER WORKS OF AUTHORSHIP, KNOW-HOW, \nIMPROVEMENTS, DISCOVERIES, DEVELOPMENTS, DESIGNS AND TECHNIQUES (HEREINAFTER \nCOLLECTIVELY REFERRED TO AS 'INVENTIONS'); AND (B) INFORMATION REGARDING PLANS \nFOR RESEARCH, DEVELOPMENT, NEW PRODUCTS, MARKETING AND SELLING, BUSINESS \nPLANS, BUDGETS AND UNPUBLISHED FINANCIAL STATEMENTS, LICENSES, PRICES AND \nCOSTS, SUPPLIERS AND CUSTOMERS; AND INFORMATION REGARDING THE SKILLS AND \nCOMPENSATION OF OTHER EMPLOYEES OF THE COMPANY.\n\n     2.   THIRD PARTY INFORMATION.  I UNDERSTAND, IN ADDITION, THAT THE \nCOMPANY HAS RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES \nCONFIDENTIAL OR PROPRIETARY INFORMATION ('THIRD PARTY INFORMATION') SUBJECT TO \nA DUTY ON THE COMPANY'S PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH \nINFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.  DURING THE TERM \nOF MY EMPLOYMENT AND THEREAFTER, I WILL HOLD THIRD PARTY INFORMATION IN THE\n\n                                       7.\n\n\n\nSTRICTEST CONFIDENCE AND WILL NOT DISCLOSE (TO ANYONE OTHER THAN COMPANY \nPERSONNEL WHO NEED TO KNOW SUCH INFORMATION IN CONNECTION WITH THEIR WORK FOR \nTHE COMPANY) OR USE, EXCEPT IN CONNECTION WITH MY WORK FOR THE COMPANY, THIRD \nPARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY AN OFFICER OF THE COMPANY IN \nWRITING.\n\n     3.   ASSIGNMENT OF INVENTIONS.\n\n          3.1  ASSIGNMENT.  I hereby assign to the Company all my right, title \nand interest in and to any and all Inventions (and all Proprietary Rights with \nrespect thereto) whether or not patentable or registrable under copyright or \nsimilar statutes, made or conceived or reduced to practice or learned by me, \neither alone or jointly with others, during the period of my employment with \nthe Company.  Inventions assigned to or as directed by the Company by this \nparagraph 3 are hereinafter referred to as 'Company Inventions.' I recognize \nthat this Agreement does not require assignment of any invention which \nqualifies fully for protection under Section 2870 of the California Labor Code \n(hereinafter 'Section 2870'), which provides as follows:\n\n               (i)  Any provision in an employment agreement which provides \nthat an employee shall assign, or offer to assign, any of his or her rights in \nan invention to his or her employer shall not apply to an invention that the \nemployee developed entirely on his or her own time without using the \nemployer's equipment, supplies, facilities, or trade secret information except \nfor those inventions that either:\n\n                    (1)  Relate at the time of conception or reduction to \npractice of the invention to the employer's business, or actual or \ndemonstrably anticipated research or development of the employer.\n\n                    (2)  Result from any work performed by the employee for \nthe employer.\n\n               (ii) To the extent a provision in an employment agreement \npurports to require an employee to assign an invention otherwise excluded from \nbeing required to be assigned under subdivision (i), the provision is against \nthe public policy of this state and is unenforceable.\n\n          3.2  GOVERNMENT.  I also assign to or as directed by the Company all \nmy right, title and interest in and to any and all Inventions, full title to \nwhich is required to be in the United States by a contract between the Company \nand the United States or any of its agencies.\n\n     4.   ENFORCEMENT OF PROPRIETARY RIGHTS.  I will assist the Company in \nevery proper way to obtain and from time to time enforce United States and \nforeign Proprietary Rights relating to Company Inventions in any and all \ncountries.  To that end I will execute, verify and deliver such documents and \nperform such other acts (including\n\n                                       8.\n\n\n\nappearances as a witness) as the Company may reasonably request for use in \napplying for, obtaining, perfecting, evidencing, sustaining and enforcing such \nProprietary Rights and the assignment thereof.  In addition, I will execute, \nverify and deliver assignments of such Proprietary Rights to the Company or \nits designee.  My obligation to assist the Company with respect to Proprietary \nRights relating to such Company Inventions in any and all countries shall \ncontinue beyond the termination of my employment, but the Company shall \ncompensate me at a reasonable rate after my termination for the time actually \nspent by me at the Company's request on such assistance.\n\n     In the event the Company is unable for any reason, after reasonable \neffort, to secure my signature on any document needed in connection with the \nactions specified in the preceding paragraph, I hereby irrevocably designate \nand appoint the Company and its duly authorized officers and agents as my \nagent and attorney in fact, which appointment is coupled with an interest, to \nact for and in my behalf to execute, verify and file any such documents and to \ndo all other lawfully permitted acts to further the purposes of the preceding \nparagraph with the same legal force and effect as if executed by me. I hereby \nwaive and quitclaim to the Company any and all claims, of any nature \nwhatsoever, which I now or may hereafter have for infringement of any \nProprietary Rights assigned hereunder to the Company.\n\n     5.   OBLIGATION TO KEEP COMPANY INFORMED.  During the period of my \nemployment and for six (6) months after termination of my employment with the \nCompany, I will promptly disclose to the Company fully and in writing all \nInventions authored, conceived or reduced to practice by me, either alone or \njointly with others.  In addition, I will promptly disclose to the Company all \npatent applications filed by me or on my behalf within a year after \ntermination of employment.  At the time of each such disclosure, I will advise \nthe Company in writing of any Inventions that I believe fully qualify for \nprotection under Section 2870; and I will at that time provide to the Company \nin writing all evidence necessary to substantiate that belief.  The Company \nwill keep in confidence and will not disclose to third parties without my \nconsent any proprietary information disclosed in writing to the Company \npursuant to this Agreement relating to Inventions that qualify fully for \nprotection under the provisions of Section 2870.  I will preserve the \nconfidentiality of any Invention that does not fully qualify for protection \nunder Section 2870.\n\n     I agree to keep and maintain adequate and current records (in the form of \nnotes, sketches, drawings and in any other form that may be required by the \nCompany) of all Proprietary Information developed by me and all Inventions \nmade by me during the period of my employment at the Company, which records \nshall be available to and remain the sole property of the Company at all times.\n\n     6.   PRIOR INVENTIONS.  Inventions, if any, patented or unpatented, which \nI made prior to the commencement of my employment with the Company are \nexcluded from the scope of this Agreement.  To preclude any possible \nuncertainty, I have set forth on Exhibit A attached hereto a complete list of \nall Inventions that I have, alone or jointly with others,\n\n                                       9.\n\n\n\nconceived, developed or reduced to practice or caused to be conceived, \ndeveloped or reduced to practice prior to the commencement of my employment \nwith the Company, that I consider to be my property or the property of third \nparties and that I wish to have excluded from the scope of this Agreement.  If \ndisclosure of any such Invention on Exhibit A would cause me to violate any \nprior confidentiality agreement, I understand that I am not to list such \nInventions in Exhibit A but am to inform the Company that for that reason not \nall such Inventions have been listed.\n\n     7.   ADDITIONAL ACTIVITIES.  I agree that during the period of my \nemployment by the Company I will not, without the Company's express written \nconsent, engage in any employment or business activity other than the Company. \n I agree further that for the period of my employment by the company and for \none (1) year after the date of termination of my employment by the Company I \nwill not (i) induce any employee of the company to leave the employ of the \nCompany to leave the employ of the Company or (ii) solicit the business of any \nclient or customer of the Company (other than on behalf of the company).\n\n     8.   NO IMPROPER USE OF MATERIALS.  During my employment by the Company I \nwill not improperly use or disclose any confidential information or trade \nsecrets, if any, of any former employer or any other person to whom I have an \nobligation of confidentiality, and I will not bring onto the premises of the \nCompany any unpublished documents or any property belonging to any former \nemployer or any other person to whom I have an obligation of confidentiality \nunless consented to in writing by that former employer or person.\n\n     I will use in the performance of my duties only information which is \ngenerally known and used by persons with training and experience comparable to \nmy own, which is common knowledge in the industry or otherwise legally in the \npublic domain, or which is otherwise provided or developed by the Company.\n\n     9.   NO CONFLICTING OBLIGATION.  I represent that my performance of all \nthe terms of this Agreement and as an employee of the Company does not and \nwill not breach any agreement to keep in confidence information acquired by me \nin confidence or in trust prior to my employment by the Company.  I have not \nentered into, and I agree I will not enter into, any agreement either written \nor oral in conflict herewith.\n\n     10.  RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the \nCompany, I will deliver to the Company any and all drawings, notes, memoranda, \nspecifications, devices, formulas, and documents, together with all copies \nthereof, and any other material containing or disclosing any Company \nInventions, Third Party Information or Proprietary Information of the Company. \n I further agree that any property situated on the Company's premises and \nowned by the Company, including disks and other storage media, filing cabinets \nor other work areas, is subject to inspection by Company personnel at any time \nwith or without notice.  Prior to leaving, I will cooperate with the Company\n\n                                       10.\n\n\n\nin completing and signing the Company's termination statement for technical \nand management personnel.\n\n     11.  LEGAL AND EQUITABLE REMEDIES.  Because my services are personal and \nunique and because I may have access to and become acquainted with the \nProprietary Information of the Company, the Company shall have the right to \nenforce this Agreement and any of its provisions by injunction, specific \nperformance or other equitable relief, without bond and without prejudice to \nany other rights and remedies that the Company may have for a breach of this \nAgreement.\n\n     12.  NOTICES.  Any notices required or permitted hereunder shall be given \nto the appropriate party at the address specified below or at such other \naddress as the party shall specify in writing.  Such notice shall be deemed \ngiven upon personal delivery to the appropriate address or if sent by \ncertified or registered mail, three days after the date of mailing.\n\n     13.  GENERAL PROVISIONS.\n\n          13.1 GOVERNING LAW.  This Agreement will be governed by and \nconstrued according to the laws of the State of California.\n\n          13.2 ENTIRE AGREEMENT.  This Agreement and the attached addendum is \nthe final, complete and exclusive agreement of the parties with respect to the \nsubject matter hereof and superacids and merges all prior discussions between \nus.  No modification of or amendment to this Agreement, nor any waiver of any \nrights under this Agreement, will be effective unless in writing and signed by \nthe party to be charged.  Any subsequent change or changes in my duties, \nsalary or compensation will not affect the validity or scope of this \nAgreement.  As used in this Agreement, the period of my employment includes \nany time during which I may be retained by the Company as a consultant.\n\n          13.3 SEVERABILITY.  If one or more of the provisions in this \nAgreement are deemed unenforceable by law, then such provision will be deemed \nstricken from this Agreement and the remaining provisions will continue in \nfull force and effect.\n\n          13.4 SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon my \nheirs, executors, administrators and other legal representatives and will be \nfor the benefit of the Company, its successors, and its assigns.\n\n          13.5 SURVIVAL.  The provisions of this Agreement shall survive the \ntermination of my employment and the assignment of this Agreement by the \nCompany to any successor in interest or other assignee.\n\n          13.6 EMPLOYMENT.  I agree and understand that nothing in this \nAgreement shall confer any right with respect to continuation of employment by \nthe Company, nor\n\n                                       11.\n\n\n\nshall it interfere in any way with my right or the Company's right to \nterminate my employment at any time, with or without cause.\n\n          13.7 WAIVER.  No waiver by the Company of any breach of this \nAgreement shall be a waiver of any preceding or succeeding breach.  No waiver \nby the Company of any right under this Agreement shall be construed as a \nwaiver of any other right.  The Company shall not be required to give notice \nto enforce strict adherence to all terms of this Agreement.\n\n     I HAVE READ THIS AGREEMENT CAREFULLY AND TERMS.\n\nDated:\n      ---------------------------\n\n---------------------------------\nEmployee Name\n\nACCEPTED AND AGREED TO:\n\nINVISION TECHNOLOGIES, INC.\n\n\n---------------------------------\n\n\n\n\n\n                                       12.\n\n\n\n                                    EXHIBIT A\n\n\nInVision Technologies, Inc.\n3420 E. Third Avenue\nFoster City, CA 94404\n\nGentlemen:\n\n1.   The following is a complete list of all inventions or improvements relevant\n     to the subject matter of my employment by InVision Technologies, Inc. (the\n     'Company') that have been made or conceived or first reduced to practice by\n     me alone or jointly with others prior to my engagement by the Company:\n\n     [  ] No inventions or improvements.\n\n     [  ] See below:\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n     [  ] Due to confidentiality agreements with prior employer, I cannot\n          disclose certain inventions that would otherwise be included on the\n          above-described list.\n\n     [  ] Additional sheets attached.\n\n2.   I propose to bring to my employment the following devices, materials and\n     documents of a former employer (other than Imatron, Inc.) or other person\n     to whom I have an obligation of confidentiality that are not generally\n     available to the public, which materials and documents may be used in my\n     employment pursuant to the express written authorization of my former\n     employer or such other person (a copy of which is attached hereto):\n\n     [  ] No material.\n\n\n                                       13.\n\n\n\n     [  ] See below:\n\n     [  ] Additional sheets attached.\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n\n\nDate:\n      -----------\n\nVery truly yours,\n\n\n----------------------------------------\nEmployee Name\n\n\n\n\n\n                                       14.\n\n\n\n\n\n                   INVISION TECHNOLOGIES, INC.\n\n                          AMENDMENT TO\n                     KEY EMPLOYEE AGREEMENT\n                               for\n                        Sergio Magistri\n\n\n     This Amendment to Key Employee Agreement (the 'Amendment') is made on \nOctober __, 1995, by and between InVision Technologies, Inc., a Delaware \ncorporation (the 'Company'), and Sergio Magistri.  Reference is made to that \ncertain Key Employee Agreement dated April 22, 1994 by and between the \nCompany and Sergio Magistri (the 'Agreement').\n\n     Whereas, by resolution adopted by the Board of Directors of the Company \non October 21, 1994, the Board authorized the amendment as set forth herein \nof the option granted to the Employee pursuant to Section 2.3(c) of the \nAgreement;\n\n     Whereas, in the interests of clarity the parties desire also to reflect \nthe issuance of additional options since the date of the Agreement, pursuant \nto employee anti-dilution programs adopted by the Board of Directors\n\n     Now, Therefore, in consideration of the mutual promises and covenants as \nset forth herein, the parties hereby agree as follows:\n\n     1.   The parties confirm that the options for 400,000 shares originally \nprovided for in Section 2.3(a) of the Agreement were canceled as part of a \nrepricing program effected in 1994.  In place of such original option \ncommitment, Employee now holds an option covering 580,000 shares at an \nexercise price of $0.10 per share, vesting on a quarterly basis through March \n9, 1997 (the 'First Replacement Option').  In addition, in respect of such \ngrant, the Company has since granted Employee an additional option covering \n152,000 shares at a purchase price of $0.10 per share, vesting on a quarterly \nbasis through December 9, 1996.\n\n     2.   The parties confirm that the 100,000 share option originally \nprovided for in Section 2.3(b) of the Agreement was canceled as part of a \nrepricing program effected in 1994.  In place of such original option, \nEmployee now holds an option covering 145,000 shares at an exercise price of \n$0.10 per share, with vesting continuing to be subject to the two conditions \nreferred to in the original Section 2.3(b), provided, however, that the \noriginal quarterly vesting schedule has been revised to provide for quarterly \nvesting through March 9, 1997 (the 'Second Replacement Option').  In \naddition, in respect of such grant, the Company has since granted Employee an \nadditional option covering 38,000 shares at a purchase price of $0.10 per \nshare, subject to the same vesting conditions as the Second Replacement \nOption.\n\n     3.   The parties confirm that the 100,000 share option originally \nprovided for in \n\n\n\n\n\nSection 2.3(c) of the Agreement was canceled as part of a repricing program \neffected in 1994.  In place of such option, Employee now holds an option \ncovering 145,000 shares at an exercise price of $0.10 per share, with vesting \nsubject to the original conditions (the 'Third Replacement Option').  In \naddition, in respect of such grant, the Company has since granted Employee an \noption covering 38,000 shares at a purchase price of $0.10 per share, subject \nto the same vesting conditions as the Third Replacement Option.\n\n     4.   The parties agree that the vesting condition for the options \nreferred to in Section 3 of this Amendment shall be as follows, in place of \nthe vesting language provided for originally in Section 2.3(c) of the \nAgreement:\n\n         'This option shall become exercisable only upon (i) the closing of \n         the Company's initial public offering of stock with a post-offering \n         Company valuation of at least $60,000,000 (to be measured inclusive \n         of all options and warrants outstanding as of the closing of such \n         public offering), (ii) the closing of an acquisition of the Company \n         with a Company valuation of at least $60,000,000 or (iii) the public \n         trading of the Company's common stock during any two month period \n         following the closing of the Company's initial public offering at an \n         average price for such period yielding a Company valuation of at \n         least $60,000,000.  For purposes of measuring the average trading \n         price, the parties shall disregard any days on which the Company's \n         stock does not trade, whether or not the exchanges were open for \n         trading on those days.  This option shall expire if Employee's \n         employment terminates prior to the satisfaction of such condition.'\n\n     5.   Except as expressly amended by this Amendment, the Agreement shall \nremain in full force and effect.  This Amendment shall be governed by, and \nconstrued and enforced in accordance with, the substantive laws of the State \nof California, without regard to its principles of conflicts of laws.  This \nAmendment may be executed in several counterparts, which taken together shall \nconstitute a single document. \n\n\n\n\n\n     In Witness Whereof, the parties hereto have caused this Amendment to be \nexecuted as of the date first above written.\n\nINVISION TECHNOLOGIES, INC.\n\n\n\nBy:\n    ---------------------------------\n            Sergio Magistri\n\n\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-40036","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\/40036","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=40036"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40036"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40036"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40036"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}