EXHIBIT 10.22
Confidential
EMPLOYMENT
AGREEMENT
This Employment
Agreement (“Agreement”), effective as of the 2
day of October 2006 (“Effective Date”), is
entered into by and between Bovie Canada Corporation, an Alberta,
Canada unlimited liability company, or any Bovie substitute entity
thereof (hereinafter referred to as “the Company”), and
Steve Livneh (hereinafter referred to as “the
Employee”), and is approved by the Bovie Medical Corporation
Board of Directors on the ____ day of __________ 2006.
WITNESSETH:
WHEREAS, the
Company is (or shall be, as the case may be) a corporation existing
and authorized to do business in Ontario, Canada;
WHEREAS, the
Company is (or shall be, as the case may be) a wholly-owned
subsidiary of Bovie Medical Corporation, a Delaware corporation
(“Bovie”);
WHEREAS, Bovie
and Lican Developments, Ltd., an Ontario, Canada corporation,
entered into that certain Asset Purchase Agreement, dated as of
October 2, 2006, under which Employee’s ongoing services to
Company under this Agreement is a condition precedent and condition
subsequent for Lican Developments, Ltd.’s receipt of certain
elements of consideration thereunder; and
WHEREAS, the
Company is desirous of securing Employee’s services and
Employee is willing to provide such services under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE,
for and in consideration of the mutual covenants contained herein,
the sufficiency of which is hereby acknowledged, Company and
Employee (each, a “Party,” and collectively, the
“Parties”) agree as follows:
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EMPLOYMENT
OF EMPLOYEE : The Company
hereby agrees to employ the Employee, and the Employee hereby
agrees to accept said employment pursuant to the terms and
conditions of this Agreement.
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DUTIES : The Employee shall render, as a full-time
employee, professional services as President of “Bovie Canada
Corporation,” reporting to Bovie’s Chief Operating
Officer or Chief Executive Officer, and shall perform such
additional duties as may be assigned to the Employee by the Board
of Directors of the Company. The Employee agrees to devote all of
his time and efforts to the performance of his duties hereunder,
except for customary vacations and reasonable absences due to
illness, or other incapacity, as set forth herein, and to perform
all of his duties to the best of his professional ability and to
comply with such reasonable policies, standards, and regulations of
the Company as are from time to time established by the Board of
Directors of the Company. Nothing contained herein shall be
construed so as to prohibit or prevent the Employee from engaging
in any business activity as long as such activities do not conflict
or interfere with the satisfactory performance of his duties
hereunder, or which compete, directly or indirectly, with Company
or its Affiliates. "Affiliate(s)," as to
either Party, means any other person or entity that, directly or
indirectly, controls, is under common control with, or is
controlled by, that Party. For purposes of this definition,
"control" (including, with its correlative meanings, the terms
"controlled by" and "under common control with"), as used with
respect to any person or entity, shall mean direct or indirect
ownership of more than Fifty Percent (50%) of the voting stock or
(partnership) shares of such person or entity.
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TERM :
The initial term of employment under this Agreement shall commence
on the Effective Date and shall continue until October 31, 2009, or
until terminated as hereinafter provided (the “Term”).
Subject to the approval of the Company’s Board of Directors,
the Term of this Agreement shall be automatically extended for an
additional term of two (2) years unless the Company provides the
Employee with written notice of its intention not to renew this
Agreement.
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Employment
Agreement – Steve Livneh (11.10.06)
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Page 1 of 6
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Confidential
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PLACE OF
EMPLOYMENT : Unless
expressly approved otherwise by the Company Board of Directors,
during the Term, the Employee will permanently reside and work in
the Ontario, Canada area.
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COMPENSATION : For all services rendered to the Company, the
Employee agrees to accept as total compensation the sum computed as
follows, payable in accordance with the Company’s standard
payroll procedures, established and approved by the Company Board
of Directors, as amended:
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During the
Term, the Employee shall receive the sum equal to One Hundred Fifty
Thousand U.S. Dollars (US$150,000) per year.
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During the
Term, Employee shall have use of a Company car, including
Company-paid car maintenance, insurance and fuel expenses, subject
to the Company guidelines set forth by the Company Board of
Directors, as amended.
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Bonuses: Shall
be determined from time to time by the Company Board of Directors
at its discretion.
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During the
Term, the Employee shall receive an increase in salary in the
amount of Seven and One-Half Percent (7.5%) on each anniversary of
Effective Date, subject to the review, approval and adjustment by
the Company Board of Directors.
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VACATION/SICK : The Employee shall be entitled to a vacation
with full pay, of three (3) weeks (fifteen (15) working days),
during each 12-month period of Employee’s employment
hereunder. The scheduling of any vacation shall be coordinated with
the Company so that the needs of the Company are met to the extent
reasonably possible. The Employee may be entitled to such further
paid vacation as may be approved in writing by the Board of
Directors of the Company. Any accrued vacation not taken by the
Employee during a year shall be available for use in subsequent
year. The Employee may elect to receive a cash payment
for one (1) week’s vacation, in lieu of taking such vacation,
every calendar year during the Term. The Employee shall
be granted sick time in accordance with Company policy, as outlined
in the Company’s Employee Handbook, as
amended. For the sake of clarity, all references to
“Company’s Employee Handbook” refer to the
approved employee handbook of Bovie Canada Corporation and not that
of Bovie Medical Corporation.
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REIMBURSEMENT OF BUSINESS EXPENSES
: The Company agrees to pay, either
directly or indirectly, by payment to the Employee, for all the
Employee’s approved entertainment, travel and miscellaneous
business expenses incurred by him during the course of his
employment. Employee shall be entitled, on approved
business-related travel, coach airline tickets on domestic travel
and business class airline tickets on international travel, and a
full size rental automobile. As a prerequisite to any payment or
reimbursement by the Company for business expenses (including
expenses related to Employee’s use of the Company car as set
forth in Section 5(b)), the Employee shall submit receipts of all
such expenses to the Company, and the Company’s obligation to
effect payment or reimbursement of such expenses shall be only to
the extent of such receipts.
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ADDITIONAL
BENEFITS : The Company
shall obtain and pay for group medical and dental insurance for the
Employee and his dependents, under such insurance program and plan
that the Board of Directors of the Company deems appropriate and
that fully complies with applicable Canadian law. The Company shall
obtain and pay for term life insurance in the amount of $50,000.00
for the Employee under such insurance program and plan that the
Board of Directors of the Company deems appropriate and that fully
complies with applicable Canadian law. The Company shall further
provide a disability plan upon such terms and conditions that are,
at a minimum, equal to or better than those maintained by the
Company as of the Effective Date.
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Employment
Agreement – Steve Livneh (11.10.06)
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Page 2 of 6
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Confidential
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PROPERTY
DEFINED : The Employee
understands and agrees that Company Intellectual Property, files,
customer files, correspondence, e-mails, memos, legal files,
research files, engineering files, development materials, notes,
analyses, compilations, studies, interpretations and other
documents (regardless of form or medium) and information, form
files, forms, examples, test data, samples, and all briefs and
memoranda, and other work product, related in any way to Company
customers, products, plans, designs, concepts, ideas, research,
development, know-how, costs, prices, finances, marketing plans,
business opportunities, or personnel are the sole and exclusive
property of the Company (collectively “Company
Property”)
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