EXHIBIT 10.3
------------
AGREEMENT
This Agreement is entered into as of April 19, 2002 by and between Scanner
Technologies Corporation, a Minnesota corporation ("Scanner"), ▇▇▇▇▇ ▇. ▇▇▇▇▇,
Scanner's president and chief executive officer who is residing at ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ in Minnesota 55305 ("CEO"), and ▇▇▇▇▇ ▇. ▇▇▇▇, Scanner's
senior vice president who is residing at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, #▇▇▇▇,
Chandler, in Arizona 85248 ("Vice President").
RECITALS:
WHEREAS, Scanner has partially deferred the payment of CEO's salary in the
past, and currently owes to CEO an aggregate amount of One Million Two Hundred
Fifty Four Thousand Five Hundred Seventy Five Dollars ($1,254,575) in deferred
salary (the "Deferred Salary");
WHEREAS, the parties agree that the salary Scanner has been able to pay to
Vice President was below market considering the responsibilities and
achievements of Vice President;
WHEREAS, Scanner instituted a patent infringement suit in the U.S. District
Court for the Southern District of New York against ICOS Corporation (the "ICOS
Litigation") for infringement of two U.S. patents 6,064,756 and 6,064,757 (the
"Patents") which are owned by CEO and his spouse and licensed to Scanner under a
license agreement between Scanner, CEO and his spouse dated November 16, 1990;
and
WHEREAS, CEO is willing to forgive the Deferred Salary in exchange for the
right to share in the proceeds, if any, of the ICOS Litigation and any
subsequent litigtion relating to or in connection with the allegedly infringing
ICOS products (the "Subsequent Litigation"), and Vice President is willing to
continue employment with Scanner and its successor in exchange for the right to
share in the proceeds, if any, of the ICOS Litigation and the Subsequent
Litigation;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
AGREEMENT:
1. Deferred Salary. CEO hereby forgives the Deferred Salary and releases and
forever discharges Scanner, its successors and assignees, and its present or
former directors, officers, employees, shareholders and agents, whether in their
individual or official capacities, from any and all actions or causes of action,
suits, debts, claims, withholdings, complaints, contracts, controversies,
agreements, promises, damages, claims for attorneys' fees, judgments, and
demands whatsoever, known or unknown, absolute or contingent, in law or equity,
CEO ever had, now has, or shall have as of the date of this Agreement regarding
the Deferred Salary.
2. Share of Litigation Proceeds to CEO. In exchange for CEO forgiving the
Deferred Salary, Scanner agrees to make the following payments to CEO from any
awards or proceeds that it may receive out of, or in connection with, the ICOS
Litigation or any settlement relating to the ICOS Litigation (the "ICOS
Proceeds"), and from any awards or proceeds that it may receive out of, or in
connection with, the Subsequent Litigation or any settlement relating to the
Subsequent Litigation (the "Subsequent Proceeds"), promptly following receipt of
such ICOS Proceeds and Subsequent Proceeds, as follows:
2.1 ICOS Proceeds.
(a) Scanner shall keep sixty percent (60%) of the ICOS Proceeds and
shall pay to CEO forty percent (40%) of the ICOS Proceeds until Scanner
has been reimbursed for all attorney fees and other expenses incurred in
connection with the ICOS Litigation, and CEO has received the total
amount of One Million Two Hundred Fifty Four Thousand Five Hundred
Seventy Five Dollars ($1,254,575). If one party has received all the
amounts owing to such party under this provision before the other
party's claim under this provision has been satisfied, the other party
shall receive one hundred percent (100%) of the ICOS Proceeds until its
claim is satisfied.
(b) Scanner shall pay to CEO fifty percent (50%) of any remaining
balance of the ICOS Proceeds (the "Remaining ICOS Proceeds").
2.2 Subsequent Proceeds.
(a) Scanner shall keep sixty percent (60%) of the Subsequent
Proceeds and shall pay to CEO forty percent (40%) of the Subsequent
Proceeds until Scanner has been reimbursed for all attorney fees and
other expenses incurred in connection with (i) the ICOS Litigation, to
the extent Scanner has not already been reimbursed for these fees and
expenses under Section 2.1(a) of this Agreement, and (ii) the Subsequent
Litigation, and until CEO has received the total amount of One Million
Two Hundred Fifty Four Thousand Five Hundred Seventy Five Dollars
($1,254,575), minus any amounts CEO has already received under Section
2.1(a). If one party has received all the amounts owing to such party
under Section 2.1(a) and/or this provision before the other party's
claim under this provision has been satisfied, the other party shall
receive one hundred percent (100%) of the Subsequent Proceeds until its
claim is satisfied.
(b) Scanner shall pay to CEO twenty five percent (25%) of any
remaining balance of the Subsequent Proceeds (the "Remaining Subsequent
Proceeds")
4. Share of Litigation Proceeds to Vice President. In exchange for Vice
President's agreement to continue employment with Scanner and its successor, and
to provide Vice President with an incentive to continue employment, Scanner
agrees to pay to Vice President, promptly after receipt of any ICOS Proceeds and
Subsequent Proceeds, twenty percent (20%) of the Remaining ICOS Proceeds and
twenty five percent (25%) of the Remaining Subsequent Proceeds.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SCANNER TECHNOLOGIES CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇