Exhibit 10.m
LYRIS TECHNOLOGIES EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is entered into between Lyris
Technologies, Inc. (“Employer”), and Joseph
Lambert (“Employee”).
In consideration of the employment
or continued employment of Employee by Employer, Employer and
Employee agree as follows:
1. Employment, Complete Agreement, and
Modification
Employer agrees to employ or
continue to employ Employee and Employee agrees to be employed by
Employer on the terms and conditions set forth herein. This
Agreement supersedes all previous correspondence, promises,
representations, and agreements, if any, either written or
oral. No provision of this Agreement may be modified except
in writing signed by both the Employer’s CEO and the
Employee.
Employee warrants to Employer that
Employee is not bound by the terms of any contract with any prior
employer or other party that would interfere with Employee’s
ability to fully comply with the terms of this
Agreement.
2. Duties and Compensation
Employee shall perform any and all
duties now and hereafter assigned to Employee by Employer, or
performed by Employee whether or not assigned to Employee, for a
salary as may from time to time be fixed by Employer .
Employee agrees to abide by Employer’s rules,
regulations, and practices, including but not limited to those
concerning work schedules, vacation and sick leave, as they may
from time to time be adopted or modified, herein and in the Lyris
Employee Handbook (“Handbook”).
3. Salary or Wage May Be
Changed
Employee understands and agrees that
Employee’s salary or hourly wage may be adjusted from time to
time by Employer at Employer’s sole discretion without
affecting this Agreement.
4. Termination of
Employment
Employee understands and agrees that
all employment relationships with Employer are “at
will,” and as such Employee or Employer may end the
employment relationship for any reason at any time, with or without
cause or advance notice.
5. Salary or Wage Is Full
Compensation
Employee understands that
Employee’s salary or hourly wage will constitute the full and
exclusive monetary consideration and compensation for all services
performed by Employee and for the performance of all of
Employee’s promises and obligations hereunder.
6. Other Compensation
Employee understands and agrees that
any additional compensation to Employee (whether a bonus or other
form of additional compensation) shall rest in the sole discretion
of Employer and that Employee shall not earn or accrue any right to
additional compensation by reason of Employee’s
employment.
7. Employee Benefits Plan
Employer may adopt or continue in
force benefit plans for the benefit of its employees or certain of
its employees. Such benefit plans may include, as examples
only, group life insurance and medical insurance. Employer
may terminate any or all such plans at any time and may choose not
to adopt any additional plans. Employee’s rights under
any benefits plans now in force or later adopted by Employer shall
be governed solely by their terms.
8. Duty To Devote Full Time and To Avoid
Conflict of Interest
Employee agrees that during the
period of employment, Employee shall devote full-time efforts to
his or her duties as an employee of Employer. During the
period of employment, Employee further agrees not to
(i) solely or jointly with others undertake or join any
planning for or organization of any business activity competitive
with the Employer’s business and (ii) directly or
indirectly, engage or participate in any other activities that
cause harm to the Employer’s research and development, sales,
marketing, public reputation and representation, or business in
general.
9. Information Disclosed Remains Property
of Employer
All ideas, concepts, information,
and written material disclosed to Employee by Employer, or acquired
from a customer or prospective customer of Employer, are and shall
remain the sole and exclusive property and proprietary information
of Employer or such customers, and are disclosed in confidence by
Employer or permitted to be acquired from such customers in
reliance on Employee’s agreement to maintain them in
confidence and not to use or disclose them to any other person
except in furtherance of Employer’s business.
10. Inventions and Creations Belong to
Employer
Any and all inventions, discoveries,
improvements, or creations (collectively “Creations”)
which Employee has conceived or made or may conceive or make either
individually or with others, during the period of employment in any
way, directly or indirectly, connected with Employer’s
business, and any patents, trademarks and trade secret rights
issued or created in connection with such Creations, shall be the
sole and exclusive property of Employer. Employee agrees that
all copyrightable works created by Employee or under
Employer’s direction in connection with Employer’s
business are “works made for hire” and shall be the
sole and complete property of Employer and that any and all
copyrights to such works shall belong to Employer. To the
extent such works are not deemed to be “works made for
hire,” Employee hereby assigns all proprietary rights,
including copyright, in these works to Employer without further
compensation includin
