Exhibit 10.6


 


EMPLOYMENT AGREEMENT

BETWEEN

PATTERN PROCESSING CORP.

AND

DAVID FRISKE


 


THIS AGREEMENT, made and entered into in the
City of Minneapolis, State of Minnesota, this 5th day of March,
1984, by and between Pattern Processing Corp., a corporation duly organized and
existing under the laws of the State of Minnesota, hereinafter sometimes
referred to as “the Corporation,” and David Friske, hereinafter sometimes
referred to as “Employee”;


 


ARTICLE 1

EMPLOYMENT


 


1.1)          The Corporation hereby employs Employee, and Employee agrees to
work for Corporation at such duties as are assigned to him from time to time by
the directors and officers of the Corporation.


 


ARTICLE 2

TERM


 


2.1)          The term of this Agreement shall be for a period of one (1) year
commencing March 5, 1984, unless sooner terminated as hereinafter
provided.  The Agreement shall thereafter
continue in effect from year to year unless altered or terminated as
hereinafter provided.


 


ARTICLE 3

DUTIES


 


3.1)          Employee agrees, unless otherwise specifically authorized by the
Corporation, to devote his full time and effort to his duties for the profit,
benefit and advantage of the business of the Corporation.


 


ARTICLE 4

COMPENSATION


 


4.1)          Corporation agrees to pay Employee a salary of Thirty-Six Thousand
Dollars ($36,000) per year payable bi-weekly. 
As additional consideration for Employee’s covenants


 





















 


herein
the Corporation grants Employee an option for the purchase of stock pursuant to
the terms of the attached Stock Option Agreement marked Exhibit A and
hereby incorporated by reference.


 


ARTICLE 5

INSURANCE


 


5.1)          Employee agrees that the Corporation may, from time to time, apply
for and take out in its own name and at its own expense, life, health,
accident, or other insurance upon Employee that the Corporation may deem
necessary or advisable to protect its interests hereunder; and employee agrees
to submit to any medical or other examination necessary for such purposes and
to assist and cooperate with the Corporation in preparing such insurance; and
Employee agrees that he shall have no right, title, or interest in or to such
insurance.


 


ARTICLE 6

NON-COMPETITION


 


6.1)          The Corporation and the Employee acknowledge that:


 


(01)         The Corporation’s business is highly competitive;


 


(02)         The essence of such business consists of confidential information
and trade secrets as described in Article 7, all of which are zealously
protected and kept secret by the Corporation;


 


(03)         In the course of his employment, Employee will acquire the
information described in Article 7 and that the Corporation would be
adversely affected if such information subsequently, and in the event of the
termination of the Employee’s employment, is used for the purposes of competing
with the Corporation;


 


(04)         The Corporation markets its products throughout the United States;


 


(05)         For these reasons, both the Corporation and the Employee further
acknowledge and agree that the restrictions contained herein are reasonable and
necessary for the protection of their respective, legitimate interests.


 


6.2)          Employee agrees that from and after the date hereof for the term of
employment specified in Article 2 above and two (2) years thereafter,
he will not, without the express written permission of the Corporation,
directly or indirectly own, manage, operate, control, lend money to, endorse
the obligations of, or participate or be connected as an officer, 5% or more


 


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stockholder
of a publicly held company, stockholder of a closely held company, employee,
partner, or otherwise, with any enterprise or individual engaged in the
business of developing, manufacturing or marketing products to persons or
companies that were customers of the Corporation during the term of this
agreement, or with any enterprise or individuals engaged in the business of
developing, manufacturing or marketing products that have been, are being or
are planned to be developed by the Corporation and will not in any manner,
either directly or indirectly, compete with the Corporation in such
business.  It is understood and
acknowledged by both parties that, inasmuch as the Corporation’s products are
marketed nationwide, that this covenant not to compete shall be enforced
throughout the United States.


 


6.3)          Employee, during the term of his employment by the Corporation,
shall at all times keep the Corporation informed of any business activity and
outside employment, and shall not engage in any activity or employment which
may be in conflict with the Corporation’s interests.


 


6.4)          If the Employee should breach any of the provisions of this Article 6,
Corporation may enjoin him from continued breach, in addition to pursuing any
other available legal and equitable remedies.


 


ARTICLE 7

CONFIDENTIAL INFORMATION AND TRADE SECRETS


 


7.1)          Employee has acquired and will acquire information and knowledge
respecting the intimate and confidential affairs of the Corporation including,
without limitation, confidential information with respect to the Corporation’s
products, packages, improvements, designs, processes, customer lists, trade
secrets, business and trade practices, sales or distribution methods and other
confidential information pertaining to the Corporation’s business or financial
affairs, which may or may not be patentable, which are developed by the
Corporation at considerable time and expense, and which could be unfairly
utilized in competition with the Corporation. The term “trade secret” shall be
defined as follows:


 


A trade secret may consist of
any formula, pattern, device or compilation of information which is used in one’s
business, and which gives him an opportunity to obtain an advantage over
competitors who do not know or use it.


 


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Accordingly, Employee agrees that he shall
not, during the period of his employment hereunder or thereafter, use for his
own benefit such confidential information or trade secrets acquired during the
term of his employment by the Corporation. 
Further, during the period of his employment hereunder and thereafter,
the Employee shall not, without the written consent of the Board of Directors
of the Corporation or a person duly authorized thereby, disclose to any person,
other than an employee of the Corporation or a person to whom disclosure is
reasonably necessary or appropriate in connection with the performance by the
Employee of his duties, any confidential information or trade secrets obtained
by him while in the employ of the Corporation.


 


7.2)          Upon termination of employment, Employee agrees to deliver to the
Corporation all materials that include confidential information or trade
secrets, such as customer lists, product formulations, instruction sheets,
drawings, manuals, letters, notes, notebooks, books, reports and copies
thereof, and all other materials of a confidential nature which belong to or
relate to the business of the Corporation.


 


ARTICLE 8

IMPROVEMENTS AND INVENTIONS


 


8.1)          Employee shall promptly and fully disclose to the Corporation, any
and all ideas, improvements, discoveries and inventions, whether or not they
are believed to be patentable (all of which are hereinafter referred to as “Inventions”),
which Employee conceives or first actually reduces to practice, either solely
or jointly with others, during the period of Employee’s employment or within
two years after termination of employment, and which relate to the business now
or hereafter carried on or contemplated by the Corporation or which results
from any work performed by Employee for the Corporation.


 


8.2)          All such Inventions shall be the sole and exclusive property of the
Corporation, and during the term of his employment and thereafter, whenever
requested to do so by the Corporation, Employee shall execute and assign any
and all applications, assignments and other instruments which the Corporation
shall deem necessary or convenient in order to apply for and obtain Letters
Patent of the United States and/or of any foreign countries for such Inventions
and in order to assign and convey to the Corporation or its nominee the sole
and exclusive right, title and interest in and to such Inventions, and Employee
will render aid and assistance in any


 


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interference
or litigation pertaining thereto, all expenses reasonably incurred by Employee
at the request of the Corporation shall be borne by the Corporation.


 


8.3)          To the extent, if any, that Minnesota law is determined to apply to
the enforceability of this Agreement, Minnesota Statute Section 181.78
provides that the Agreement does not apply, and written notification is hereby
given to the Employee that this Agreement does not apply, to an Invention for
which no equipment, supplies, facility or trade secret information of the
Corporation was used and which was developed entirely on the Employee’s own
time, and (1) which does not relate (a) directly to the business of
the Corporation, or (b) to the Corporation’s actual or demonstrably
anticipated research or development, or (2) which does not result from any
work performed by the Employee for the Corporation.


 


ARTICLE 9

JUDICIAL CONSTRUCTION


 


9.1)          The Employee believes and acknowledges that the provisions
contained in this Agreement, including the covenants contained in Articles 6, 7
and 8 of this Agreement, are fair and reasonable.  Nonetheless, it is agreed that if a court
finds any of these provisions to be invalid in whole or in part under the laws
of any state, such finding shall not invalidate the covenants, nor the
Agreement in its entirety, but rather the covenants shall be construed and/or blue-lined,
reformed or rewritten by the court as if the most restrictive covenants
permissible under applicable law were contained herein.


 


ARTICLE 10

RIGHT TO INJUNCTIVE RELIEF


 


10.1)        Employee acknowledges that a breach by the Employee of any of the
terms of Articles 6, 7, 8 or 9 of this Agreement will render irreparable harm
to the Corporation; and that the Corporation shall therefore be entitled to any
and all equitable relief, including, but not limited to, injunctive relief, and
to any other remedy that may be available under any applicable law or agreement
between the parties, and to recover from the Employee all costs of litigation
including, but not limited to, attorneys’ fees and court costs.


 


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ARTICLE 11

TERMINATION


 


11.1)        Either party shall have the right to terminate this Agreement upon
sixty (60) days notice to the other, and the Corporation shall pay Employee
until the date of termination, unless the Corporation terminates the Agreement
because the Employee has violated either Articles 6, 7, 8 or 9, in which case
no additional compensation shall be payable to Employee.


 


ARTICLE 12

CESSATION OF CORPORATE BUSINESS


 


12.1)        This Agreement shall cease and terminate if the Corporation shall
discontinue its business, and all rights and liabilities thereunder shall
cease, except as provided in Article 13.


 


ARTICLE 13

ASSIGNMENT


 


13.1)        The Corporation shall have the right to assign this contract to its
successors or assigns, and all covenants or agreements hereunder shall inure to
the benefit of and be enforceable by or against its successors or assigns.


 


13.2)        The terms “successors” and “assigns” shall include any Corporation
which buys all or substantially all of the Corporation’s assets, or a
controlling portion of its stock, or with which it merges or consolidates.


 


ARTICLE 14

FAILURE TO DEMAND PERFORMANCE AND WAIVER


 


14.1)        The Corporation’s failure to demand strict performance and
compliance with any part of this Agreement during the Employee’s employment
shall not be deemed to be a waiver of the Corporation’s rights under this
Agreement or by operation of law.  Any
waiver by either party of a breach of any provision of this Agreement shall not
operate as or be construed as a waiver of any subsequent breach thereof.


 


ARTICLE 15

ENTIRE AGREEMENT


 


15.1)        The Corporation and the Employee acknowledge that this Agreement
contains the full and complete agreement between and among the parties, that
there are no oral or implied


 


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agreements
or other modifications not specifically set forth herein, and that this
Agreement supersedes any prior agreements or understandings, if any, between
the Corporation and the Employee, whether written or oral.  The parties further agree that no
modifications of this Agreement may be made except by means of a written
agreement or memorandum signed by the parties.


 


ARTICLE 16

GOVERNING LAW


 


16.1)        The parties acknowledge that the Corporation’s principal place of
business is located in the State of Minnesota, that this Agreement has been
entered into in the State of Minnesota and that they wish legal certainty and
predictability as to the terms of their undertaking.  Accordingly, the parties hereby agree that
this Agreement shall be construed in accordance with the laws of the State of
Minnesota.


 


IN WITNESS WREREOF, the Corporation has
hereunto signed its name and the Employee hereunder has signed his name, all as
of the day and year first above written.


 


	
   

  	
  PATTERN PROCESSING CORP. **

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   /s/ Larry G. Paulson

  
	
  Witness

  	
   

  	
  Its: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/  David Friske

  
	
  Witness

  	
  David Friske

  



 






[**  Now known as PPT Vision, Inc.]


 


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