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EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: MEDTOX Scientific, Inc You are currently viewing:
This Executive Employment Agreement involves

MEDTOX Scientific, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: Minnesota     Date: 1/4/2007
Industry: Biotechnology and Drugs     Sector: Healthcare

EMPLOYMENT AGREEMENT, Parties: medtox scientific  inc
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Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

 

THIS AGREEMENT dated January 1, 2007 by and between MEDTOX Scientific, Inc., a corporation (the "Company") and B. Mitchell Owens a resident of North Carolina ("Executive").

 

WHEREAS, the Company desires to employ Executive upon and subject to the terms and conditions set forth in this agreement, and Executive desires to render services for the Company on such terms and conditions.

 

NOW, THEREFORE, in consideration of the premises and the respective undertakings of the Company and Executive set forth below, the Company and Executive agree as follows:

 

1.

Definitions.       The following defined terms have the respective meanings described below:

 

 

1.1

Change in Control.         A "Change in Control" of the Company shall mean any of the following:

 

 

(a)

a change in control of a nature that would be required to be reported in response to Item 6(c) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; or

          •  

 

(b)

a merger or consolidation to which the Company is a party if, following the effective date of such merger or consolidation, the individuals and entities who were shareholders of the Company prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than fifty percent (50%) of the combined voting power of the surviving corporation following the effective date of such merger or consolidation; or

          •  

 

(c)

when, during any period of twenty-four (24) consecutive months during the term of this Agreement, the individuals who, at the beginning of such period, constitute the Board (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such twenty-four (24) month period shall be deemed to have satisfied such twenty-four (24) month requirement, and be an Incumbent Director, if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually, because they were directors at the beginning of such twenty-four (24) month period, or by prior operation of this Section.

                •  

1

 

 

 

1.2

Potential Change in Control.   A "Potential Change in Control" of the Company shall be deemed to have occurred if:

 

 

(a)

the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

 

 

(b)

any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control;

 

 

(c)

any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities; or

 

 

(d)

the Board adopts a resolution to the effect that, for the purposes of this Agreement, a "Potential Change in Control" of the Company has occurred.

 

 

1.3

Cause .  Termination by the Company of the Executive's employment for "Cause" shall mean termination upon:

 

 

(a)

the willful and continued failure by the Executive to substantially perform an Executive's duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Executive by the Company's Board of Directors or CEO, which demand specifically identifies the manner in which the Company believes that Executive has not substantially performed Executive's duties; or

 

 

(b)

the willful engaging by the Executive in conduct, which is demonstrably and materially injurious to the Company, monetarily or otherwise.

 

          • For purposes of this Section 1.3, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company.

 

 

1.4

Company. The term "Company" means MEDTOX Scientific, Inc. and any successors and assigns of the Company.

 

2

 

2.

Employment.   The Company hereby employs Executive and Executive accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this agreement.

 

3.

Term of Employment. The term of Executive's employment hereunder ("Term of Employment") shall commence on the date hereof and shall continue for a one-year period ending on December 31, 2007 (unless earlier terminated in accordance with the provisions of Section 12 of this agreement). The Term of Employment shall be automatically extended by successive 12-month terms thereafter.

 

4.

Position and Duties

 

 

4.1

Service with Company. During his/her Term of Employment, Executive agrees to perform such reasonable employment duties, consistent with the terms of this agreement, as the Board of Directors of the Company or CEO shall assign to him/her from time to time, such duties and employment responsibilities shall be performed in accordance with the Company's rules, regulations and instructions now in force or which may be adopted by the Company in the future.

 

 

4.2

Performance of Duties. During his/her Term of Employment, the Executive agrees to serve the Company exclusively and to the best of his/her ability. The Executive shall have active involvement and be fully committed to the business and affairs of the Company, and shall devote one hundred percent of his/her business time to the affairs of the Company, except for (i) vacations and excused leaves of absence as permitted in accordance with Company policy; (ii) service on the Boards of Directors of other companies at the discretion of the Company's Board of Directors; (iii) service on the Boards of Directors of not- for-profit entities without approval of the Company's Board of Directors; and (iv) a reasonable amount of time during the business day to handle his/her personal affairs. Executive hereby confirms that he is under no contractual commitments inconsistent with his/her obligations set forth in this agreement and that during his/her Term of Employment, except as provided herein, he will not render or perform services for any other corporation, entity or person, nor will he become involved in the operations or management of any other commercial corporation, firm, entity or person.

 

5.

Compensation.

 

 

5.1

Base Salary. Initial base compensation for all services to be rendered by the Executive under this agreement during the Term of Employment, shall be an annual base salary of $181,125 per year, which salary shall be paid in accordance with the Company's normal payroll procedures and policies. This base salary will be reviewed annually.

 

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5.2

Annual Bonus Plan and LTIP. Executive shall participate in the MEDTOX Scientific, Inc. Executive Incentive Compensation Plan and Long Term Incentive Plan (LTIP). The Plans are incorporated herein by reference.

 

 

5.3

Benefits. Executive shall be entitled to such Company-sponsored benefits as are provided to executive employees of the Company, subject to the terms and conditions of the applicable policies and/or plans.

 

 

5.4

SERP. Executive may be entitled to participate in the MEDTOX Supplemental Executive Retirement Plan (SERP), as determined by the Compensation Committee of the Board of Directors. The Plan is incorporated herein by reference.

 

6.

Executive's Agreement to Continue Employment for Six (6) Months. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control of the Company occurring during the Term of Employment, if so requested by the Company, Executive will remain in the employ of the Company for a period of six (6) months after the occurrence of such Potential Change in Control of the Company. If more than one "Potential Change in Control" occurs during the Term of Employment, the provisions of this Section 6 shall be applicable to each "Potential Change of Control" occurring prior to the occurrence of a Change in Control.

 

7.

Severance Payments. If during the Term of Employment, (i) whether or not a Change in Control or Potential Change in Control has occurred, the Company terminates the employment of Executive other than for Cause, (ii) a Change in Control or Potential Change in Control has occurred and Executive has complied with Section 6 of this Agreement, or (iii) the Executive's duties, responsibilities or authority (including status, office, title, reporting relationships or working conditions) have been materially altered from those in effect on the date of this Agreement, (iv) the Executive has been required to relocate to an office or related entity more than fifty (50) miles from the office where Executive was located on the date hereof, or (v) the Company has breached any of its obligations under this Agreement, then, in any such event (at the Executive's option in the case of any event described in clause (ii) through (v) above), the Executive's employment hereunder shall cease and Executive shall be entitled to the following benefits:

 

 

(a)

the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of such termination subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

 

4

 

 

 

(b)

continuous coverage, at the Company's expense, under any group health plan and other benefits described in Section 5.3 maintained by or on behalf of the Company, in which Executive participated as of the Date of Termination, for the twelve (12) month period following the date of termination, except that in the case of Change in Control, Potential Change in Control or termination under Section 12.1(b) coverage will be for eighteen (18) months following the date of termination; and

 

 

(c)

continued participation in the Annual Bonus Plan referenced in Section 5.2, on a pro rata basis for the calendar year in which termination under Sections 7 or 12.1(b) occurs; and

 

 

(d)

if Executive is terminated for cause, no payments are due under this section.

          •  

      Executive's right to continued coverage under this section shall in no way reduce or limit any continuation coverage under such group health plan to which Executive or any of Executive's qualified beneficiaries are entitled under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") or Minnesota Statutes §§ 61A.092 and 62A.17 et seq. This extension of coverage, however, shall be coordinated with, and shall be provide


 
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