**Exhibit 10.6**

 

**EMPLOYMENT AGREEMENTBETWEENPATTERN PROCESSING CORP.ANDDAVID FRISKE**

 

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

 

# **ARTICLE 1EMPLOYMENT**

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

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# **ARTICLE 2TERM**

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## 2.1)          The term of this Agreement shall be for a period of one (1) yearcommencing March 5, 1984, unless sooner terminated as hereinafterprovided.  The Agreement shall thereaftercontinue in effect from year to year unless altered or terminated ashereinafter provided.

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# **ARTICLE 3DUTIES**

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

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# **ARTICLE 4COMPENSATION**

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

 

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## hereinthe Corporation grants Employee an option for the purchase of stock pursuant tothe terms of the attached Stock Option Agreement marked Exhibit A andhereby incorporated by reference.

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# **ARTICLE 5INSURANCE**

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

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# **ARTICLE 6NON-COMPETITION**

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## 6.1)          The Corporation and the Employee acknowledge that:

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

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

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### (03)         In the course of his employment, Employee will acquire theinformation described in Article 7 and that the Corporation would beadversely affected if such information subsequently, and in the event of thetermination of the Employee’s employment, is used for the purposes of competingwith the Corporation;

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

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

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## 6.2)          Employee agrees that from and after the date hereof for the term ofemployment 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, endorsethe obligations of, or participate or be connected as an officer, 5% or more

 

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## stockholderof a publicly held company, stockholder of a closely held company, employee,partner, or otherwise, with any enterprise or individual engaged in thebusiness of developing, manufacturing or marketing products to persons orcompanies that were customers of the Corporation during the term of thisagreement, or with any enterprise or individuals engaged in the business ofdeveloping, manufacturing or marketing products that have been, are being orare planned to be developed by the Corporation and will not in any manner,either directly or indirectly, compete with the Corporation in suchbusiness.  It is understood andacknowledged by both parties that, inasmuch as the Corporation’s products aremarketed nationwide, that this covenant not to compete shall be enforcedthroughout the United States.

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

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## 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 anyother available legal and equitable remedies.

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# **ARTICLE 7CONFIDENTIAL INFORMATION AND TRADE SECRETS**

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## 7.1)          Employee has acquired and will acquire information and knowledgerespecting the intimate and confidential affairs of the Corporation including,without limitation, confidential information with respect to the Corporation’sproducts, packages, improvements, designs, processes, customer lists, tradesecrets, business and trade practices, sales or distribution methods and otherconfidential information pertaining to the Corporation’s business or financialaffairs, which may or may not be patentable, which are developed by theCorporation at considerable time and expense, and which could be unfairlyutilized in competition with the Corporation. The term “trade secret” shall bedefined as follows:

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

 

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Accordingly, Employee agrees that he shallnot, during the period of his employment hereunder or thereafter, use for hisown benefit such confidential information or trade secrets acquired during theterm 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 Directorsof 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 isreasonably necessary or appropriate in connection with the performance by theEmployee of his duties, any confidential information or trade secrets obtainedby him while in the employ of the Corporation.

 

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

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# **ARTICLE 8IMPROVEMENTS AND INVENTIONS**

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

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

 

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## interferenceor litigation pertaining thereto, all expenses reasonably incurred by Employeeat the request of the Corporation shall be borne by the Corporation.

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

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# **ARTICLE 9JUDICIAL CONSTRUCTION**

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## 9.1)          The Employee believes and acknowledges that the provisionscontained in this Agreement, including the covenants contained in Articles 6, 7and 8 of this Agreement, are fair and reasonable.  Nonetheless, it is agreed that if a courtfinds any of these provisions to be invalid in whole or in part under the lawsof any state, such finding shall not invalidate the covenants, nor theAgreement 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 covenantspermissible under applicable law were contained herein.

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# **ARTICLE 10RIGHT TO INJUNCTIVE RELIEF**

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

 

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# **ARTICLE 11TERMINATION**

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## 11.1)        Either party shall have the right to terminate this Agreement uponsixty (60) days notice to the other, and the Corporation shall pay Employeeuntil the date of termination, unless the Corporation terminates the Agreementbecause the Employee has violated either Articles 6, 7, 8 or 9, in which caseno additional compensation shall be payable to Employee.

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# **ARTICLE 12CESSATION OF CORPORATE BUSINESS**

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

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# **ARTICLE 13ASSIGNMENT**

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

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

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# **ARTICLE 14FAILURE TO DEMAND PERFORMANCE AND WAIVER**

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## 14.1)        The Corporation’s failure to demand strict performance andcompliance with any part of this Agreement during the Employee’s employmentshall not be deemed to be a waiver of the Corporation’s rights under thisAgreement or by operation of law.  Anywaiver by either party of a breach of any provision of this Agreement shall notoperate as or be construed as a waiver of any subsequent breach thereof.

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# **ARTICLE 15ENTIRE AGREEMENT**

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## 15.1)        The Corporation and the Employee acknowledge that this Agreementcontains the full and complete agreement between and among the parties, thatthere are no oral or implied

 

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## agreementsor other modifications not specifically set forth herein, and that thisAgreement supersedes any prior agreements or understandings, if any, betweenthe Corporation and the Employee, whether written or oral.  The parties further agree that nomodifications of this Agreement may be made except by means of a writtenagreement or memorandum signed by the parties.

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# **ARTICLE 16GOVERNING LAW**

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

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IN WITNESS WREREOF, the Corporation hashereunto signed its name and the Employee hereunder has signed his name, all asof 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                    |

 

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

 

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