EXHIBIT 10(v)
EMPLOYMENT AGREEMENT
AGREEMENT dated this 11th day of July, l997, by and between
MediVators, Inc., a Minnesota corporation (the "Company"), and R.M. (Ric) Rumble
(the "Employee").
Introduction
Employee is being employed by the Company as an executive officer.
The parties desire to enter into an employment agreement and to set forth herein
the terms and conditions of Employee's employment by the Company. Accordingly,
in consideration of the mutual covenants and agreements set forth herein and the
mutual benefits to be derived here from, and intending to be legally bound
hereby, the Company and Employee agree as follows:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is hereby agreed by; and between the Company and Employee as
follows:
1. Engagement and Term. The Company hereby employs Employee and
Employee hereby accepts such employment by the Company on the terms and
conditions set forth herein, for the three-year period commencing on August 1,
1997 (the "Effective Date") and ending, unless sooner terminated in accordance
with the provisions of Section 4 hereof, on July 31, 2000 (the "Employment
Period"). As used in this Agreement, the term
"Contract Year" shall refer to each twelve-month period during the Employment
Period ending July 31st; provided, however, that the "Initial Contract Year"
shall be deemed the period commencing on the Effective Date and ending on July
31, 1998.
2. Scope of Duties. Employee shall be employed by the Company as its
President and Chief Executive Officer. In such capacities, Employee shall have
such authority, powers and duties customarily attendant upon such offices. If
elected or appointed, employee shall also serve, without additional
compensation, in one or more offices and, if and when elected, as a director of
the Company or any subsidiary or affiliate of the Company, provided that his
duties and responsibilities are not inconsistent with those pertaining to his
position as stated above. Employee agrees to perform the duties associated with
his employment to the best of his abilities, and shall faithfully devote his
full business time and efforts so as to advance the best interests of the
Company. During the Employment Period, Employee shall not be engaged in any
other business activity, whether or not such business activity is pursued for
profit or other pecuniary advantage, unless otherwise approved in writing by the
Board of Directors of Cantel Industries, Inc. ("Cantel").
3. Compensation.
3.1 Basic Compensation. In respect of services to be performed
by Employee during the Employment Period, the
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Company agrees to pay Employee an annual base salary ("Basic Compensation") of
$125,000 during the Initial Contract Year, payable in accordance with the
Company's customary payroll practices for executive employees. The Basic
Compensation shall be increased each Contract Year thereafter by not less than
5% per year.
3.2 Incentive Bonus. Employee shall also be entitled to such
additional bonuses, if any, as shall be determined from time to time by the
Compensation Committee of the Board of Directors of Cantel, based upon the
performance of Employee and the Company. The Company will prepare a formal bonus
plan for fiscal 1998 during the quarter ending October 31, 1997. Employee,
regardless of whether earned under such bonus plan shall be paid a minimum
guaranteed bonus of $25,000 for the Initial Contract, Year. The guaranteed bonus
will be netted, against any bonus earned under the bonus plan. Bonus plans will
be developed by the Company for each of the Contract Years ending July 31, 1999
and July 31, 2000.
3.3 Stock Options. The Company agrees to cause the grant to
Employee as of the Effective Date of an option (the "Option") to purchase
Twenty-five Thousand (25,000) shares of Common Stock, par value $.10 per share
of Cantel. The Option will be granted under Cantel's 1991 Employee Stock Option
Plan (the "Plan") pursuant to a separate option agreement in the form annexed
hereto as Exhibit A. The Option shall have a five year
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term, a three-year vesting schedule (commencing on the first anniversary of the
Effective Date), and an option exercise price per share equal to the fair market
value of Cantel's Common Stock on the Effective Date.
3.4 Life Insurance. Provided that Employee is insurable at
rates that are comparable to those obtainable on other persons of similar age
and position in good health (if Employee is classified in a higher risk category
he may elect to pay the excess premium cost to obtain the coverage), during the
Employment Period the Company shall procure and maintain life insurance on the
life of Employee in the face amount of $250,000. Employee shall be the owner of
such life insurance policy and shall have the absolute right to designate the
beneficiaries thereunder. The type of policy (whether term, whole life, etc., or
combination of types) shall be in the sole discretion of the Company. The
Company shall pay all premiums for such life insurance. Employee agrees to
submit to all medical examinations, supply all information and execute all
documents required by insurance companies in connection with the issuance of
such policy.
3.5 Use of Automobile. During the Employment Period, Employee
shall at all times have the use of a Company-owned or leased automobile of style
and type selected by the Company, but comparable to the Chevrolet Tahoe being
furnished by the Company to Employee through May 1998.
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3.6 Other Benefits.
(a) During the Employment Period, Employee shall be
entitled to participate in (i) the Company's 401-k benefit plan and (ii) the
medical health insurance plan, dental insurance plan and all other health,
insurance and other benefit plans applicable generally to executive officers of
the Company on the same basis as such officers.
(b) During the Employment Period, Employee will be
entitled to paid vacations and holidays consistent with the Company's policy
applicable to executives generally. All vacations shall be scheduled at the
mutual convenience of the Company and Employee.
4. Term of Employment. The provisions of Section 1. of this
Agreement notwithstanding, the Company may terminate this Agreement and
Employee's employment hereunder in the manner and for the causes hereinafter set
forth, in which event the Company shall be under no further obligation to
Employee other than as specifically provided herein:
A. If Employee is absent from work or otherwise substantially
unable to assume his normal duties for an aggregate of ninety (90) business days
during any consecutive twelve-month period during the Employment Period because
of physical or mental disability, accident, illness, or any other cause other
than vacation or approved leave of absence, the Company may thereupon, or any
time thereafter while such absence or disability still
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exists, terminate the employment of Employee hereunder upon ten (10) days'
written notice to Employee.
B. In the event of the death of Employee, this Agreement shall
immediately terminate on the date thereof.
C. If Employee materially breaches or violates any material
term of his employment hereunder, or commits any criminal act or an act of
dishonesty or moral turpitude, in, the reasonable judgment of Cantel's Board of
Directors, then the Company may, in addition to other rights and remedies
available at law or equity, immediately terminate this Agreement upon written
notice to Employee with the date of such notice being the termination date and
such termination being deemed for "cause."
D. In the event Employee's employment shall be terminated by
reason of the provisions of subparagraph A or B of this Section 4, then in such
event, the Company shall continue to pay to Employee, if living, or other person
or persons as Employee may from time to time designate in writing as the
beneficiary of such payments, the Basic Compensation in effect at
the time which such death or disability occurred during the three-month
period following such death or disability.
5. Disclosure of Confidential Information, Assignment of Inventions,
and Covenant Not to Compete.
5.1 Confidential Information. Employee acknowledges that the
Company possesses confidential information, know-how, customer lists,
purchasing, merchandising and selling
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techniques and strategies, and other information used in its operations of which
Employee will obtain knowledge, and that the Company will suffer serious and
irreparable damage and harm if this confidential information were disclosed to
any other party or if Employee used this information to compete against the
Company. Accordingly, Employee hereby agrees that except as required by
Employee's duties to the Company, Employee without the consent of the Company's
Board of Directors, shall not at any time during or after the Employment Period
disclose or use any secret or confidential information of the Company,
including, without limitation, such business opportunities, customer lists,
trade secrets, formulas, techniques and methods of which Employee shall become
informed during his employment, whether learned by him as an employee of the
Company, as a member of its Board of Directors or otherwise, and whether or not
developed by Employee, unless such information shall be or becomes public
knowledge other than as a result of Employee's direct or indirect disclosure of
the same.
5.2 Patent and Related Matters.
5.2.1 Employee will promptly disclose in writing to the
Company complete information concerning each and every invention, discovery,
improvement and idea (whether or not shown or described in writing or reduced to
practice), and device, design, apparatus, process, and work of authorship,
whether or not patentable, copyrightable or registerable, which
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is made, developed, perfected, devised, conceived or first reduced to practice
by Employee, either solely or in collaboration with others, during the
Employment Period, whether or not during regular working hours (hereinafter
collectively referred to as the "Inventions"). Employee, to the extent that he
has the legal right to do so, hereby acknowledges that any and all of the
Inventions are property of the Company and hereby assigns and agrees to assign
to the Company any and all of Employee's right, title and interest in and to any
and all of the Inventions.
5.2.2 Limitation. It is further agreed and Employee is
hereby notified that the above agreement to assign the Inventions to the Company
does not apply to an Invention for which no equipment, supplies, facility or
confidential information of the Company was used and which was developed
entirely on Employee's own time, and
(i) which does not relate (a) directly to the
business of the Company or (b) to the Company's actual or demonstrably
anticipated research or development, or
(ii) which does not result from any work performed
by Employee for the Company.
5.2.3 Assistance. Upon request and without further
compensation therefor, but at no expense to Employee, and whether during the
Employment Period or thereafter, Employee will do all lawful acts, including,
but not limited to, the execution
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of documents and instruments and the giving of testimony, that in the opinion of
the Company, its successors and assigns, may be necessary or desirable in
obtaining, sustaining, reissuing, extending or enforcing United States and
foreign copyrights and Letters Patent, including, but not limited to, design
patents, on any and all of the Inventions, and for perfecting, affirming and
recording the Company's complete ownership and title thereto, and to cooperate
otherwise in all proceedings and matters relating thereto.
5.2.4 Records. Employee will keep complete, accurate and
authentic accounts, notes, data and records of all the Inventions in the manner
and form registered by the Company. Such accounts, notes, data and records shall
be the property of the Company, and upon its request, Employee will promptly
surrender the same to it.
Upon the termination of the Employment Period, Employee agrees to
deliver promptly to the Company all records, manuals, books, blank forms,
documents, letters, memoranda, notes, notebooks, reports, data, tables,
accounts, calculations and copies thereof, which are the property of the Company
or which relate in any way to the business, products, practices or techniques of
the Company, and all other property, trade secrets and confidential information
of the Company, including, but not limited to, all documents which in whole or
in part contain any trade secrets or confidential information of the Company,
which
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in any of these cases are in his possession or under his control.
5.3 Non-Compete. Employee agrees that for period of one year
following the termination of Employee's employment hereunder (the
"Non-Competition Period"), except as a result of the breach by the Company of
any material term or condition hereof, Employee will not, directly or
indirectly, alone or with others, individually or through or by a corporate or
other business entity in which he may be interested as a partner, shareholder,
joint venturer, officer, director, employee or otherwise, own, manage, control,
participate in, lend his name to, or render services to or for any business
within the continental United States which is competitive with that of the
Company or any of its affiliates, provided, however, that the foregoing shall
not be deemed to prevent the ownership by Employee of up to five percent of any
class of securities of any corporation which is regularly traded on any stock
exchange or over-the-counter market. For the purpose of this a Agreement,
business activity competitive with the business of the Company or any of its
affiliates shall include only the design, manufacture, marketing, sale, or
distribution of (i) endoscopes, (ii) endoscope disinfection or sterilization
equipment or supplies, (iii) medical waste disposal systems or (iv) infection
control equipment, products, supplies or systems (collectively "Products") which
are the same as or similar to or compete with,
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or have a usage allied to Products being developed, marketed, sold or
distributed by the Company or any of its affiliates at any time during last
twelve months of Employee's employment by the Company.
5.4 Non-interference. Employee further that during the,
Non-Competition Period he will not (i) induce or attempt to induce any other
employee of the Company or any of its affiliates to leave the employ of the
Company or affiliate, or in any way interfere with the relationship between the
Company (or any of its affiliates) and any other employee, or (ii) induce or
attempt to induce any customer, supplier, franchisee, licensee, distributor or
other business relation of the Company or any of its affiliates to cease doing
business with the Company or affiliate, or in any way interfere with the
relationship between any customer, franchisee or other business relation and the
Company and any of its affiliates without prior written consent of the Board of
Directors of Cantel.
5.5 Enforcement. If, at the time of enforcement of any
provisions of this section, a court of competent jurisdiction holds that the
restrictions stated herein are unreasonable under the circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable under such circumstances will be substituted for
the stated period, scope or area. Employee agrees that the covenants made in
this Section shall be construed as an agreement
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independent of any other provision of this Agreement, and shall survive the
termination of this Agreement.
6. Reimbursement of Expenses. The Company shall further pay
directly, or reimburse Employee, for all other reasonable and necessary expenses
and disbursements incurred by him for and on behalf of the Company in the
performance of his duties during the Employment Period upon submission of
vouchers or other evidence thereof in accordance with the Company's usual
policies of expense reimbursement.
7. Miscellaneous Provisions.
7.1 Section headings are for convenience only and shall not be
deemed to govern, limit, modify or supersede the provisions of this Agreement.
7.2 This Agreement is entered into in the State of Minnesota
and shall be governed pursuant to the laws of The State of Minnesota. If any
provision of this Agreement shall be held by a court of competent jurisdiction
to be invalid, illegal or unenforceable, the remaining provisions hereof shall
continue to be fully effective.
7.3 This Agreement contains the entire agreement of the
parties regarding this subject matter. There are no contemporaneous oral
agreements, and all prior understandings, agreements, negotiations and
representations are merged herein.
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7.4 This Agreement may be modified only by means of a writing
signed by the party to be charged with such modification.
7.5 Notices or other communications required or permitted to
be given hereunder shall be in writing and shall be deemed duly given upon
receipt by the party to whom sent at the respective addresses set forth below or
to such other address as any party shall hereafter designate to the other in
writing delivered in accordance herewith:
If to Medivators:
MediVators, Inc.
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With a copy to:
Cantel Industries, Inc.
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If to Employee:
R.M. (Ric) Rumble
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7.6 This Agreement shall inure to the benefit of, and shall be
binding upon, the Company, its successors and assigns, including, without
limitation, any entity that may acquire all or substantially all of the
Company's assets and
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business or into which the Company may be consolidated or merged. This Agreement
may not be assigned by Employee.
7.7 This Agreement way be executed in separate counterparts
and may be delivered by facsimile, each of which shall constitute the original
hereof.
IN WITNESS WHEREOF, the parties have set their hands as of the date
first above written.
MEDIVATORS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
/s/ R.M. (Ric) Rumble
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R.M. (Ric) Rumble
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