Employment Agreement - Cardiac Science Inc. and Kurt Lemvigh
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of January 9,
2001, by and between KURT LEMVIGH born April 10, 1960, residing at Skovduevej
14, 2970 Horsholm, Denmark, hereafter referred to as ("Employee") and CARDIAC
SCIENCE INC., a Delaware corporation (the "Company"). The Parties hereby agree
as follows:
ARTICLE 1
The Employee is engaged as of 15 February 2001 (will depend on mutual
agreement between the employee and present employer) as President, European
Operations. Employee shall be based in Copenhagen either at home or at offices
to be determined. Employee has received a job description for this role.
ARTICLE 2
The present agreement has been concluded for an indefinite period.
ARTICLE 3
Office hours are from 8.30 to 4.30 p.m. In addition to the normal hours
the employee shall be expected to work such other hours as may be required to
fulfill the scope of your position. The working of such other hours is deemed to
be covered buy your salary and will not attract additional compensation
payments.
ARTICLE 4
The employees gross salary is 1,470,000 DKr, to be paid in twelve equal
monthly installments payable at the end of each month by transfer to Employee's
personal bank account.
Employee shall also participate in a variable compensation plan. The
details of the variable compensation shall be set forth in a separate document
and detail mutually agreed upon milestones. For the year 2001, Employer
guarantees a performance bonus of 210,000 DKr (to be paid as follows - 25% each
90 days from hire date).
Any bonuses, gifts or other payments which the Company may from time to
time grant, to the extent not required by law or by Employees contract, shall be
treated as having been granted or made in the Company's absolute discretion and
shall not be considered part of the Employee's contractual remuneration.
ARTICLE 5
The Employee agrees as follows:
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To devote his full efforts and all of his working time to the interests
of the Company, to accept no other employment or engage in nor outside business,
to comply with the rules, regulations, directions and instructions which the
management of the Company may establish for the proper conduct of this business
and during the term of this Agreement; Employee acknowledges that, because of
his employment hereunder, he will be in a confidential relationship with the
Company and will have access to confidential information and trade secrets of
the Company.
Employee acknowledges and agrees that the following constitutes
confidential and/or trade secret information belonging exclusively to Company
(collectively "Confidential Information"):
(a) all information related to customers including, without
limitation, customer lists, the identities of existing, past or prospective
customers, prices charged or proposed to be charged to customers, customer
contacts, special customer requirements and all related information;
(b) marketing plans, materials and techniques; and
(c) all know-how, devices, compilations of information,
copyrightable material and technology and technical information, relating to the
business of the Company.
Employee agrees that except in the limited performance of his duties
under this Agreement, Employee shall not use for his own benefit or disclose to
any third-party Confidential Information acquired by reason of his employment
under this Agreement or his former status as officer of the Company. This
Article 5 shall survive termination of this Agreement.
Any patents, inventions, discoveries, applications or processes,
software and computer programs devised, planned, applied, created, discovered or
invented by Employee in the course of his employment under this Agreement and
which pertain to any aspect of the business of the Company, or its subsidiaries,
affiliates or customers, shall be the sole and absolute property of the Company,
and Employee shall make prompt report thereof to the Company and promptly
execute any and all documents reasonably requested to assure the Company the
full and complete ownership thereof.
All records, files, lists, drawings, documents, equipment and
similar items relating to the Company's business which Employee shall prepare or
receive from the Company shall remain the Company's sole and exclusive property.
Upon termination of this Agreement, Employee shall return promptly to the
Company all property of the Company in his possession and Employee represents
that he will not copy, or cause to be copied, printed, summarized or compiled,
any software, documents or other materials originating with and/or belonging to
the Company. Employee further represents that he will not retain in his
possession any such software, documents or other materials in machine or human
readable forms. This Article 5 shall survive termination of this Agreement.
ARTICLE 6
The Employee will be entitled to an annual vacation of 5 weeks in
accordance with Danish
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"Ferielov", the dates of which shall be mutually determined.
ARTICLE 7
In case of termination of the Agreement, the notice period shall be 6 months for
the employer and one month for the employee.
ARTICLE 8
Employee shall be authorized to incur on behalf and for the benefit of,
and shall be reimbursed by, the Company for reasonable business expenses and
other any expense made for the Company in accordance with the applicable Company
travel and lodging policy and Danish legislation, will be reimbursed to the
Employee upon presentation of justifying documents.
ARTICLE 9
The employment is in accordance with the Danish "Funktionaerlov".
The parties have executed this Agreement the date first written above.
By: /s/ Raymond W. Cohen
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Raymond W. Cohen
Chief Executive Officer
Cardiac Science Inc
Accepted: [ILLEGIBLE] /s/ Kurt Lemvigh
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Kurt Lemvigh
Employee