Exhibit 10.2
Amended and Restated Employment Agreement
Innovex, Inc.
This
Amended and Restated Employment and Confidentiality Agreement
(hereinafter "Agreement") is entered into between Innovex, Inc. and
Randy Acres
(the "Employee") as of December 31, 2008. This agreement amends and
restates and
supersedes the Employment Agreement dated March 17, 2008.
WHEREAS, Innovex is a technology company engaged in continuing
research and
development; and
WHEREAS, the Employee has been hired by Innovex as Chief Financial
Officer
to perform such duties as may from time to time be directed by
Innovex; and
WHEREAS, Innovex and the Employee deem it essential to formalize
the
conditions of Employee's employment by written agreement; and
WHEREAS, the Employee has entered into this Agreement in
consideration of
his employment with Innovex, the benefits associated with that
employment and
the additional consideration provided for in this Agreement.
NOW
THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, it is hereby agreed by and between the
parties
hereto as follows:
1. Employment
Duties and Obligations. Innovex hereby employs the Employee and
the
Employee accepts such employment on the following terms and
conditions:
1.1
Duties. Except as
otherwise herein provided at Section 1.3, the
Employee shall devote his full business time and best efforts to
the
operations of Innovex, including normal duties as Chief
Financial
Officer. Employee agrees to faithfully and diligently exert his
best
efforts to perform the duties and responsibilities of
employment,
promote the interest and welfare of Innovex and its business,
be
familiar with Innovex's policies that relate to his duties and
to
abide by these policies, and do nothing which may cause loss or
damage
to Innovex, its business or its business reputation and
goodwill.
During the period of employment, Employee agrees not to solely,
or
jointly with others, undertake or join any planning for or
organization of any business activity competitive with the
business
activities of Innovex. Employee further agrees to comply with
all
reasonable rules, regulations, orders and directives of Innovex
and/or
its Board of Directors ("Board"). Employee acknowledges that some
of
the duties for this position are related to supporting the
continuity
of Innovex Inc. corporate technology, customers and suppliers.
Another
part of the duties is the day to day activities in support of
the
Thailand operation.
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1.2
Supervision. Employee
shall at all times discharge his duties in
consultation with, and under the supervision of the Chief
Executive
Officer and the Board of Directors.
1.3
Outside Activities.
This Agreement shall not preclude the Employee
from participating in the affairs of any other business
organization,
or any governmental, educational or other charitable
institution,
provided that the Board is notified in advance of such
participation
and has determined that such activities do not unreasonably
interfere
with Innovex's business or diminish the Employee's obligations
under
this Agreement. Such determination by the Board shall not be
unreasonably withheld.
1.4
Representation. The
Employee warrants and represents to Innovex that
Employee has no contractual commitments inconsistent with
obligations
set forth in this Agreement, and that during the period of
employment,
Employee will not render or perform services for any other
corporation, firm, entity or person which are inconsistent with
the
provisions of this Agreement, and which are not authorized by
Innovex.
2. Compensation
and Benefits. In return for the Employee's services to
Innovex, the Employee shall receive compensation and benefits which
shall
include the following:
2.1
Base Salary. Employee
shall receive a monthly base salary of US
$19,333.33 (Nineteen Thousand Three Hundred Thirty Three Dollars
and
33 cents).
2.2
Incentive Stock
Options. Innovex may grant Employee stock options
based upon performance and in addition to any cash bonus. These
stock
option bonuses shall be at the sole discretion of the Board of
Directors. Stock option bonuses are generally granted at the end
of
Innovex's fiscal year (September), and the exercise price for
stock
option bonuses is the fair market value of the stock on the date
these
options are granted, as determined by the mean of the high and
low
NASDAQ bid price for Innovex stock on the applicable date.
2.3
Company Incentive
Bonus. Employee will be eligible for an incentive
bonus based upon the corporate incentive program, dependent on
the
Company's performance and at the sole discretion of the Board
of
Directors.
2.4
Other Employee
Benefits. The Employee shall not receive such employee
benefits as are offered by Innovex to Thailand-based employees and
as
detailed in their Innovex (Thailand) Ltd. Employment Agreement.
The
Employee will be eligible for the Innovex, Inc. standard
health,
dental and life insurance plans. Employee will be provided with
reasonable actual costs for transportation and housing as
determined
based on the travel and location requirements of the position,
consistent with Innovex travel policy and as deemed appropriate by
the
Chief Executive Officer to be in the best interest of the
Company.
2.5
Vacation. Employee
will be provided with up to four weeks of vacation
annually, subject to the approval of the Chief Executive Officer.
This
2
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benefit is not for accrual but to be used as appropriate so there
will
be no payout for unused vacation days at the end of employment.
2.6
Relocation. Upon
termination of this agreement by Innovex, Innovex
will pay or reimburse all reasonable actual costs, including but
not
limited to business class air fare, sea shipment of personal goods
and
up to two weeks' temporary living accommodations if necessary
to
relocate the Employee and his immediate family to their home
country.
These costs must be incurred within 60 (sixty) days of
termination.
Innovex will make any payment or reimbursement expenses no later
than
10 days from the later of the date the amount was incurred or the
date
the invoice was submitted by Employee. No payment or reimbursement
in
any year shall affect the amount of payment or reimbursement in
any
other year and the right to the payment or reimbursement cannot
be
liquidated or exchanged for any other benefit.
2.7
Home Leave. The
Employee will also be provided with one round trip
Thailand-USA business class airfare in each of the first three
calendar years of employment. This airfare may be provided to a
designated individual in lieu of Employee at the discretion of
the
Chief Executive Officer.
2.8
Stock Option Plans.
All options granted shall be granted pursuant to
and subject to the conditions of the applicable Stock Option
Plan(s)
adopted by the Board of Directors and approved by the
shareholders,
subject further to any amendments thereto.
3. Term and
Termination. Employee understands and agrees that he is an
employee at will and, as such, his employment can be terminated by
him or
Innovex at any time, with or without reason or cause. However,
subject to
Section 3.1, should Employee's employment be terminated by
Innovex
involuntarily, other than by reason of death or disability,
Employee will
be
provided with base salary and benefit continuation for twelve
(12)
months, provided that, within sixty days of such termination,
Employee
signs and does not rescind an agreement releasing any and all
claims
against Innovex, its affiliates and related entities and does not
breach
the
terms under Sections 4, 5 and 6 of this Agreement and their
subparts
either during or after
termination of employment.
3.1
Termination for Cause.
Employee is not entitled to receive the
severance identified in Section 3 of this Agreement if his
termination
is a "Termination for Cause." For purposes of this Agreement, a
"Termination for Cause" shall occur if:
3.1.1 the Employee is indicted or a claim is brought against
him
alleging the commission of a felony or any misdemeanor arising
out of a theft, embezzlement, other act of dishonesty, moral
turpitude, or any willful violation of the Securities Exchange
Act of 1934, as amended; or
3
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3.1.2 the Employee engages in acts of personal dishonesty that
are
intended to result in substantial personal enrichment of the
Employee at the expense of Innovex; or
3.1.3 the Employee breaches any of his obligations under this
Agreement; or
3.1.4 gross mismanagement.
In the case of termination pursuant to Sections 3.1.3.or 3.1.4.
herein, Employee shall be given written notice of the reason
for
termination and a 30 day period in which to cure the breach or
violation to the satisfaction of the Board of Directors, in its
sole discretion, or Innovex may terminate the Employee
immediately and pay the Employee for 30 days, if the Board of
Directors determines no cure to the breach or violation would
be
acceptable. Employee
