EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of August 31, 1993, between Charles E. Bergeron ("Employee") and Epitope, Inc., an Oregon corporation ("Epitope").
1. Services.
1.1 Employment. Epitope agrees to employ Employee as the President and Chief Executive Officer of Agrimax, Inc., a
Minnesota corporation ("Agrimax") and a subsidiary of Epitope, and Employee hereby accepts such employment in accordance with the terms and conditions of this Agreement. Employment shall continue until terminated pursuant to the terms of this Agreement.
1.2 Duties. Employee shall have the position named in Section 1.1 with such powers and duties appropriate to that office (a) as may be provided by the bylaws of Agrimax, (b) as otherwise set forth on Schedule 1.2 attached to this Agreement (the absence of which shall indicate that no additional specific duties are so provided for), and (c) as determined by the board of directors of Agrimax from time to time. Subject to the provisions of Section 5.2.1 hereof, Employee's position and duties may be changed from time to time during the term of this Agreement at the sole discretion of Agrimax's board of directors. Except while on temporary assignment to other locations, Employee's principal place of business shall be Beaverton, Oregon.
1.3 Outside Activities. Employee shall obtain the consent of the board of directors of Agrimax before he engages, either directly or indirectly, in any other professional or business activities that would require an appreciable portion of Employee's time and effort to the detriment of the Agrimax's business. Such consent will not be unreasonably withheld.
1.4 Direction of Services. Employee shall at all times discharge his duties in consultation with and under the supervision and direction of the board of directors of Agrimax.
2. Compensation and Expenses.
2.1 Salary. As compensation for services under this Agreement, Epitope shall pay to Employee a regular salary of $105,000 per year. Effective January 1 of each year that this Agreement is in effect, such salary may be adjusted unless the board of directors of Epitope in its discretion determines not to do so. Payment shall be made on a bi-weekly basis, less all amounts required by law to be withheld or deducted, at such times as shall be determined by the board of directors of Epitope.
2.2 Additional Employee Benefits. Employee shall also have the right to receive or participate in (a) any additional benefits, including, but not limited to, insurance programs, profit sharing or
Pension Plans and medical reimbursement plans, which may from time to time be made available by Epitope to its employees, and (b) any additional benefits set forth in Schedule 2.2 attached to this Agreement (the absence of which shall indicate that no additional specific benefits are so provided for).
2.3 Extraordinary Compensation. Employee shall have the right, in addition to all other compensation provided for in this Section 2, to additional extraordinary compensation in accordance with the terms set forth in Schedule 2.3 attached to this Agreement (the absence of which shall indicate that no additional extraordinary compensation is so provided for).
2.4 Fees. All compensation earned by Employee, other than pursuant to this Agreement, as a result of services performed on behalf of Agrimax or as a result of or arising out of any work done by Employee in any way related to the scientific or business activities of Agrimax, Epitope, or Epitope's other subsidiaries (collectively, the "Companies") shall belong to Epitope. Employee shall pay or deliver such compensation to Epitope promptly upon receipt. For the purposes of this provision, "compensation" shall include, but is not limited to, all professional and nonprofessional fees, lecture fees, expert testimony fees, publishing fees, royalties, and any related income, earnings, or other things of value; and "scientific or business activities of the Companies" shall include, but not be limited to, any project or projects in which the Companies are involved and any subject matter that is directly or indirectly researched, tested, developed, promoted, or marketed by the Companies.
2.5 Expenses. Epitope shall reimburse Employee for all reasonable and necessary expenses incurred in carrying out his duties under this Agreement. Employee shall present to Epitope from time to time an itemized account of such expenses in such form required by Epitope.
3. Confidential Information.
3.1 Access to Information. Employee acknowledges that in the course of his employment he will have access to proprietary information, trade secrets, and other confidential information, that such information is a valuable asset of the Companies, and that its disclosure or unauthorized use will cause the Companies substantial harm. As used in this Agreement, the term "Confidential Information" means: (a) proprietary information of the Companies and (b) information designated by the Companies as confidential or which Employee knows or should know is confidential.
3.2 Ownership. Employee acknowledges that all Confidential Information shall continue to be the exclusive property of the Companies, whether or not prepared in whole or in part by Employee and whether or not disclosed to Employee or entrusted to his custody in connection with his employment.
3.3 Nondisclosure and Nonuse. Unless authorized or instructed in writing by Epitope, or required by legally constituted authority, Employee will not, except as required in the course of the Companies' business, during or after his employment, disclose to others or use any Confidential Information, unless and until, and then only to the extent that, such items become available to the public, other than by his act or failure to prevent accidental or negligent loss or release to any unauthorized person of the Confidential Information.
3.4 Return of Confidential Information. Upon request by Epitope during or after his employment, and without request upon termination of employment pursuant to this Agreement, Employee will deliver immediately to the Companies all Confidential Information thereof; Employee will thereafter retain no excerpts, notes, photographs, reproductions, or copies thereof.
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