Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement is entered into
between Innovex, Inc., a Minnesota corporation (collectively, with its
subsidiaries, affiliates and parent companies, “Innovex” or the “Company”), and
William P. Murnane (“Employee”) as of October 19, 2005.


 


WHEREAS, the Employee has been employed as
Innovex’s President and Chief Executive Officer since January 19, 2000,
Innovex desires to continue to employ the Employee in these capacities and the
Employee agrees to continue his employment under the terms and conditions of
this Agreement; and


 


WHEREAS, Innovex is providing consideration to
the Employee consisting of increased protection in the event of a Change in
Control, enhanced severance benefits, a $7,500 bonus, its willingness to retain
him as its employee, its payment of compensation and provision of benefits to
him, his exposure and access to its valuable Customers and other business
contacts and trade secrets, his specialized training in connection with his
employment, and all other benefits associated with this Agreement and his
employment with Innovex.


 


NOW THEREFORE, in consideration of the mutual
covenants, terms and conditions herein contained, it is hereby agreed by and
between the parties hereto as follows:


 


DEFINITIONS


 


Change in Control.
 A Change in Control shall be deemed to
have occurred if any of the following occur:


 


(1)           Any “Person” (as defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended, or any successor statute
thereto (the Exchange Act)) acquires or becomes a beneficial owner (as defined
in Rule 13d-3 or any successor rule), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company’s then outstanding securities entitled to vote generally in the
election of directors (Voting Securities) or 20% or more of the outstanding
shares of common stock of the Company (Common Stock), provided, however, that
the following shall not constitute a Change in Control:


 


(a) any acquisition or beneficial
ownership by the Company or a subsidiary of the Company;


(b) any acquisition or beneficial
ownership by any employee benefit plan (or related trust) sponsored or
maintained by the Company or one or more of its subsidiaries;


 


(2)           Continuing Directors shall not
constitute a majority of the members of the Board of Directors of the Company.  Continuing Directors shall mean: (a) individuals
who, on the date hereof, are directors of the Company, (b) individuals
elected as directors of the Company subsequent to the date hereof for whose
election proxies shall have been solicited by the Board of Directors of the
Company, or (c) any individual elected or appointed by the Board of
Directors of the Company to fill vacancies on the Board of Directors of the
Company caused by death or resignation (but not by removal) or to fill
newly-created directorships, provided that a Continuing Director shall not
include an individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the threatened
election or removal of directors (or other actual or threatened solicitation of
proxies or consents) by or on 


 





















 


behalf of any person other than the Board
of Directors of the Company;


 


(3)           Consummation of a reorganization,
merger or consolidation of the Company (other than a merger or consolidation
with a subsidiary of the Company), unless immediately following such
reorganization, merger or consolidation, all or substantially all of the
persons who were the beneficial owners, respectively, of Voting Securities and
Common Stock immediately prior to such reorganization, merger or consolidation
beneficially own, directly or indirectly, 51% or more respectively of (a) the
combined voting power of the then outstanding Voting Securities entitled to
vote generally in the election of directors, and (b) the then outstanding
shares of Common Stock of the corporation resulting from such reorganization,
merger or consolidation in substantially the same proportions as their ownership
of the Voting Securities and Common Stock, as the case may be, immediately
prior to such reorganization, merger or consolidation; or


 


(4)           Consummation of a liquidation
or dissolution of the Company or the sale or other disposition of all or
substantially all of the assets of the Company (in one or a series of
transactions), other than to a wholly-owned subsidiary of the Company.


 


Notwithstanding anything stated above, a Change
of Control event shall not be deemed to occur with respect to the Employee if
the acquisition or beneficial ownership of the 20% or greater interest referred
to in (1) is by the Employee or a group, acting in concert, that includes
the Employee or a majority of the then combined voting power of the then
outstanding Voting Securities (or voting equity interests) of the surviving
corporation or of any corporation (or other entity) acquiring all or
substantially all of the assets of the Company shall, immediately after a
reorganization, merger, consolidation or disposition of assets referred to in (3) or
(4) of this definition, be beneficially owned, directly or indirectly, by
the Employee or by a group, acting in concert, that includes the Employee.


 


Conflicting Organization.
 A Conflicting Organization is any person
or organization (including Innovex Customers and Vendors) engaged in or about
to become engaged in, research, development, production, marketing, leasing,
selling or servicing of a Conflicting Product in any market in which Innovex is
doing or about to be doing business as of the Employee’s termination date.


 


Conflicting Product.
 A Conflicting Product is any product,
product line, process, system or service (including any component thereof or
research to develop information useful in connection with a product or service)
which is the same, similar to or competitive with (whether based on similar or
alternative technologies) any product, product line, process, system or service
which the Employee or any person under the Employee’s direct or indirect
supervision designed, developed, marketed, promoted, sold, serviced, provided
or worked on in any other capacity on behalf of Innovex during the two years
preceding the Employee’s termination date, including any product, product line,
process, system or service in existence or under development or about which the
Employee possesses Confidential Information.


 


Customer or Vendor.
 A Customer or Vendor is any person or
entity with whom the Employee or anyone under his direct or indirect
supervision had any direct or indirect contact on behalf of Innovex in
connection with Innovex’s products or services.


 


Disability.
 The Employee’s Disability shall occur if
he becomes unable to substantially, with or without reasonable accommodation,
perform his duties under this Agreement, by reason of any medically
determinable physical or mental impairment, for at least 180 consecutive 


 


2





















 


days. The existence of a Disability will be
determined pursuant to the standards for entitlement for long-term disability
benefits set forth in Innovex’s Long-Term Disability Plan.


 


Good Cause.  Good Cause shall exist if the Employee has (a) engaged
in theft, embezzlement, other act of dishonesty, moral turpitude, or any
willful violation of the Securities Exchange Act of 1934, as amended; (b) materially
breached any of his obligations under this Agreement; or (c) engaged in
gross mismanagement or gross negligence in the performance of his duties
hereunder. With respect to (b) and (c), Employee shall be given written
notice of the facts believed to constitute grounds for termination and a 30-day
period in which to cure those grounds to the satisfaction of the Board.


 


Good Reason.
 Good Reason shall exist if the Employee
experiences (a) a material reduction in his compensation or
responsibilities (except if such change is made available  as reasonable accommodation in the event of
Employee’s Disability or other inability to perform his duties due to a
physical or mental condition) or (b) a requirement that he relocate to a
workplace more than 50 commuting miles from his principal residence, provided
however that Good Reason shall not exist following a Change in Control if the
Employee retains responsibility for a division, subsidiary or other operational
unit or entity that is substantially similar to or larger than Innovex as it
existed prior to the Change in Control.


 


Good Will.
 Good Will is Innovex’s valuable
Customer, Vendor and other industry relationships which it is the
responsibility of the Employee and other Innovex employees to maintain,
develop, nurture, improve and expand in connection with the products and
services provided to said Customers by Innovex or purchased from said Vendors.


 


1.             Employment and Term.  Innovex agrees to employ the Employee as its
President and Chief Executive Officer, reporting to the Board of Directors (“Board”)
and the Employee agrees to serve Innovex in such capacities on the terms and
conditions set forth herein for the period commencing on the date of this
Agreement and continuing until terminated by the Employee or Innovex in
accordance with paragraph 5.


 


2.             Duties.  The Employee shall be responsible for overall
management of Innovex and such other duties and responsibilities as may be
assigned to him by the Board. Employee shall faithfully and diligently do and
perform all such acts and duties and furnish such services for Innovex as the
Board shall direct, promote the interest and welfare of Innovex and its
business, be familiar with Innovex’s policies that relate to his duties and
abide by these policies, and not intentionally do anything which may cause loss
or damage to Innovex, its business, business reputation or Good Will. He shall
devote his full time, energy and skill to the business of Innovex, except for
vacations, absences made necessary because of illness, and service on other
corporate, civic, or charitable boards or committees not significantly
interfering with his duties hereunder. Employee shall not engage in any other
business or nonprofit activity during his employment with Innovex except as may
be approved in advance by the Board, provided however that Employee shall not
be precluded from owning up to 5% of the issued and outstanding capital stock
or other interest of an entity which is not a Customer, Vendor or Conflicting
Organization.


 


3





















 


3.             Compensation.  In return for his services to Innovex,
Employee shall receive compensation and benefits which shall include the
following:


 


3.1           Salary.  The Employee shall receive a bi-weekly base
salary of $13,750 ($330,000 annualized). Salary reviews shall occur at least
once per year, and the Board shall grant Employee such salary increases based
upon the Employee’s performance as the Board, in its sole discretion, deems appropriate.


 


3.2           Bonus.  For each fiscal year during Employee’s
employment, Employee will be eligible for a bonus award pursuant to a bonus
plan determined by the Board. Employee’s 2005 bonus plan is attached as Exhibit 1.
Bonus awards will be subject to the terms of the applicable bonus plan and are
conditioned upon Employee’s continued employment with Innovex through the last
day of the fiscal year on which the bonus is based except as otherwise
permitted under 5.2. A determination as to whether the bonus objectives have
been met will be made, in the sole discretion of the Board, by comparing
Employee’s and Innovex’s actual performance for the fiscal year to the
performance measures defined in the bonus plan at the beginning of the fiscal
year. A bonus awarded pursuant to this 3.2 may take the form of cash or stock
options, subject to the applicable stock option plans, or a combination of the
two. A bonus awarded to the Employee for any fiscal year will be paid within
two and a half months following the end of said year.


 


4.             Benefits and Expenses.


 


4.1           Employee Benefits.  The Employee shall be eligible for such
employee benefits as are offered by Innovex to other employees. Innovex may
terminate any or all such plans at any time and may choose not to adopt any
additional plans. Employee’s rights under any Innovex plans and policies shall
be governed solely by their terms. Employee shall be eligible for four weeks of
vacation annually, subject to the parameters set forth in Innovex’s vacation
policy.


 


4.2           Reimbursable Business Expenses.  In addition to salary and other benefits,
Innovex will advance or reimburse Employee for any ordinary, necessary and
reasonable expenses incurred by him in the course of his employment. Innovex
shall reimburse the Employee upon his submission of any records and
documentation required to substantiate said expenses.


 


4.3           Company Vehicle.  Innovex will provide Employee with an annual
vehicle allowance, to be prorated over the Company’s regular pay periods
throughout the year. Employee’s vehicle allowance will be in accordance with
and subject to the Company Vehicle Policy (Exhibit 2).


 


4.4           Indemnification.  Innovex will indemnify the Employee from loss
and expenses arising out of his conduct as an officer of Innovex to the fullest
extent permitted by the Company’s corporate articles, by-laws, Board
resolutions, applicable insurance policy and Minnesota law.


 


5.             Termination of Employment.


 


5.1           Voluntary Resignation.  The Employee may resign his employment with
Innovex for any reason effective upon 30 days’ advance written notice to the
Board. During the notice period he will provide all reasonable aid and
assistance in hiring, training, and introducing his replacement as may be
requested by Innovex and will undertake such other responsibilities as Innovex
may direct. Alternatively, Innovex reserves the right to terminate Employee’s
employment, effective upon written notice to Employee, at any time during the
notice period provided, however, that base salary


 


4





















 


and
Innovex’s share of his group health, dental and life premiums as may be in
effect, subject to the terms of the plans, applicable law and 5.6 and 5.7
hereof, will continue for the duration of the notice period. No other benefits
will be payable to Employee during the notice period.


 


5.2           Involuntary Termination and
Resignation for Good Reason.  Employee’s
employment may be terminated (a) by Innovex for other than Good Cause,
effective upon the date specified in Innovex’s written notice of termination to
Employee, (b) by Innovex for Good Cause, effective upon Employee’s receipt
of Innovex’s written notice of termination, or (c) by the Employee for
Good Reason, effective upon the Board’s receipt of Employee’s written notice of
termination, which shall include a detailed explanation as to why he believes
Good Reason exists. If Employee’s employment is terminated for other than Good
Cause or for Good Reason under this 5.2 and the termination is not related to a
Change in Control, base salary and the employer share of Employee’s Innovex
group health and dental premiums will continue to be paid for 12 months from
Employee’s termination date, subject to 5.6, 5.7 and Employee’s other
obligations hereunder. In addition, if the Employee’s termination occurs
partway through a fiscal year, the Board may award a prorated bonus to Employee
if (i) Employee would have received a bonus if he had remained in Innovex’s
employ for the full fiscal year and (ii) the Board determines that
Employee’s contribution to Innovex prior to his termination date warrants a
prorated bonus award. Only the benefits described in this 5.2 will be payable
to Employee during the severance period. Termination for other than Good Cause
shall include non-Good Cause termination due to performance issues and any
other non-Good Cause termination not described in 5.3, 5.4 or 5.5. If the
Employee’s termination is for Good Cause, his base salary and benefits will be
paid only through his termination date.


 


5.3           Change in Control.


 


5.3.1.       If
Employee’s employment is terminated without Good Cause or Employee resigns for
Good Reason within 12 months following a Change in Control, he will receive (a) continuation
of his base salary for 18 months, (b) payment of the employer share of his
group health and dental premiums for up to 18 months, and (c) immediate
100% vesting of any unvested stock options (the “Parachute Payments”). Approval
of this Agreement by the Compensation Committee of the Board shall be deemed
approval of the vesting of options as provided in the immediately preceding
sentence for all purposes under Innovex stock purchase and stock option plans
and programs. Notice of termination or resignation shall be in writing to the
applicable party. Employee’s right to the benefits provided in this 5.3.1 is
contingent upon him not resigning his employment from Innovex within 90 days
following a Change in Control, the requirements of 5.6 and 5.7, and his
compliance with his other obligations hereunder.


 


5.3.2.       If the
Employee or Innovex would be subject to excise tax or denial of deduction under
Sections 280G and 4999 of the Internal Revenue Code as a result of the
Parachute Payments described in 5.3.1, Innovex shall reduce or eliminate such
payments to the extent necessary to reduce the aggregate “present value” (as
defined in Section 280G(d)(4) of the Code) of such payments to $100
less than an amount equal to three times Employee’s “base amount” (as defined
in 280G(b)(3)(a) and (d)(1) and (2) of the Code) so that
Employee is not subject to tax under Section 4999 and no Innovex deduction
is disallowed pursuant to Section 280G(a).


 


5





















 


5.4           Disability.  The Employee’s employment will terminate if he
comes under a Disability, is unable to perform his duties hereunder and Innovex
is unable, because of undue hardship, to provide reasonable accommodations to
enable him to continue his employment. Accommodations offered by Innovex could
include change of responsibilities or title. In the event of Employee’s
Disability, his benefits will be those available under group short-term and
long-term disability plans sponsored by Innovex, except as provided in the
following sentence. If Employee is covered under a group short-term disability
plan, Innovex will continue to pay 40% of his base salary for the duration of
his short-term disability period unless the plan would cause this amount to
reduce his short-term disability benefits. If he is covered by a long-term
disability plan, he will not be eligible for any additional payments from
Innovex during the period of such coverage. Innovex will pay Employee’s group
health and dental premiums during any period of group short or long term
disability coverage for up to 18 months, to the extent such premiums are not
paid under any group health, disability or other policy maintained by Innovex
under which the Employee is a Participant, Employee is not eligible to
participate in any other group plans, and Employee continues to be eligible to
participate in said Innovex plans.


 


5.5           Death.  If Employee dies during his employment,
Innovex will pay his estate the biweekly installment otherwise due and payable
at the end of that biweekly period in which the Employee shall have died, and
thereafter no further compensation shall be payable by Innovex to Employee
hereunder, except for normal and customary life insurance benefits and vested
pension benefits, if any.


 


5.6           Payment Conditions.  Any payments made to Employee pursuant to 5.1,
5.2, 5.3 or 5.4 will be reduced by (a) any other benefits payable to
Employee directly or indirectly from Innovex (not including Social Security
benefits), such as payments under any disability plan or policy the premiums of
which have been paid by Innovex or any severance or other payments to Employee
under any company plan or policy and (b) unemployment benefits received by
the Employee.  In addition, as a
condition of receiving any such payments, Employee will be required to sign a
standard release agreement in which he releases all claims which he might have
against Innovex or any affiliate, employee, shareholder, director, officer or
agent of Innovex (along with other standard releasees affiliated with Innovex).
Innovex will provide said release agreement to the Employee at the time he is
notified of his termination without Good Cause, following his notice of
resignation for Good Reason or during the notice period following his voluntary
resignation. As part of the release agreement, Employee will be required to (i) cooperate
with Innovex with respect to any business matters about which he has knowledge,
including any litigation or threatened litigation, (ii) not cooperate with
any plaintiffs or claimants against Innovex unless required by law to do so, (iii) not
make negative or derogatory comments about Innovex or any other releasee and (iv) affirm
his post-termination obligations under this Agreement. The release agreement
will also provide that if the Employee violates any obligation of his under
paragraphs 6, 7 or 8 of this Agreement, all payments and benefits to him will
immediately cease. The release agreement is attached as Exhibit 3,
provided however that Exhibit 3 may be revised to comply with current law
or to provide for unforeseen circumstances.


 


5.7           Group Health and Dental
Coverage.  The Employee’s right to Innovex’s payment of
the employer share of his group health and dental premiums is subject to his
timely election to continue his coverage under COBRA and applicable state law,
his continued eligibility under the plans, his lack of eligibility to
participate in any other group plans, and deduction of his share of the
premiums from his severance


 


6





















 


payments.


 


6.             Confidentiality.  During his employment with Innovex, the
Employee has had and will continue to have access to and become acquainted with
trade secrets and other proprietary and confidential information owned by
Innovex and used in the operation of Innovex’s business.  “Trade secrets and other proprietary and
confidential information” shall mean any information or knowledge possessed by
Innovex which is not generally known to or readily ascertainable by outside
parties who can obtain economic value from its use or disclosure.  This shall include, without limitation,
inventions, discoveries, ideas, know-how, research and development information,
designs, specifications, formulas, patterns, compilations, computer programs,
devices, methods, techniques, processes, data, improvements, ideas, algorithms,
computer processing systems, drawings, proposals, job notes, reports, records,
specifications, information concerning any matters relating to the business of
Innovex and any of its customers, vendors, customer and vendor contacts,
licenses, the prices it obtains or has obtained for the licensing of its
software products and services, or any other non-public information concerning
the business of Innovex and its good will. Confidential information also
includes the terms of this Agreement and any release agreement provided to
Employee by Innovex or entered into between the Employee and Innovex, except as
otherwise provided in 6.1 or 8.2.


 


6.1           Nondisclosure.  Employee shall not disclose or use in any
manner, directly or indirectly, any such trade secrets or other proprietary and
confidential information either during the term of his employment or at any
time thereafter, except as required (a) in the course of his employment
with Innovex or (b) by applicable law, including the Exchange Act,
contingent upon establishment of confidentiality protections satisfactory to
Innovex.


 


6.2           Information Disclosed Remains
Company Property.  All ideas, concepts,
information, and written material disclosed to Employee by Innovex or acquired
from a Customer or prospective Customer of Innovex, are and shall remain the
sole and exclusive property and proprietary information of Innovex or such
Customers, and are disclosed in confidence by Innovex 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 Innovex’s business.


 


6.3           Return of Materials.  Employee agrees that, upon request of Innovex
or upon termination of employment, Employee shall turn over to Innovex
originals and any copies of all documents, files, disks or other computer
media, or other property or material in his possession or under his control
that (a) may contain or be derived from ideas, concepts, creations, or
trade secrets and other proprietary and confidential information as described
in this section or (b) are connected with or derived from Employee’s
services to Innovex. Employee agrees to certify in writing that he has complied
with this 6.3 at the time of his termination of employment.


 


6.4           Prohibition.  Employee certifies and agrees that to the best
of his knowledge he (a) does not possess confidential or proprietary
documents or property of any prior employer and (b) while in Innovex’s
employ, he has not and will not use or disclose the protected trade secrets of
any prior employer or other entity. Trade secrets for purposes of this
prohibition are defined in (i) Minnesota Statutes Section 325C.01,
Subd. 5 and (ii) any agreement with a prior employer or any other person
or entity in which the Employee is obligated not to use or disclose that person
or entity’s trade secrets. The Employee certifies that he has provided a copy
of any such contractual


 


7





















 


obligation to Innovex.


 


7.             Inventions and Creations.  Any
and all inventions, discoveries, improvements, or creations (collectively, “Inventions”)
made or conceived by Employee during the period of his employment by Innovex
shall be the property of Innovex. 
Employee hereby assigns to Innovex all of his rights to any such
Inventions and agrees to promptly disclose any such Inventions in writing to
Innovex. Employee further agrees to execute and assign any and all proper
applications, assignments and other documents and to render all assistance
reasonably necessary to apply for patent, copyright or trademark protection in
all countries.


 


7.1           Exceptions.  Paragraph 7 does not
apply to an Invention for which no equipment, supplies, facility or trade
secret information of Innovex was used and which was developed entirely on Employee’s
own time and (a) which does not relate (i) directly to the business
of Innovex or (ii) to Innovex’s actual or demonstrably anticipated research
or development; or (b) which does not result from any work performed by Employee
for Innovex. Exhibit 3 hereto constitutes a complete list of the
inventions made by Employee prior to employment by Innovex as to which he has
at least partial ownership. Innovex shall have no claim of right or title to
the inventions listed on Exhibit 3.


 


7.2           Definition of Inventions.  For
purposes of this Agreement, the term “Inventions” shall mean discoveries,
improvements, and ideas (whether or not shown or described in writing or
reduced to practice) and works of authorship, whether or not patentable or copyrightable,
which (a) relate directly to the business of Innovex; (b) relate to Innovex’s
actual or demonstrably anticipated research or development; or (c) result from
any work performed by Employee for Innovex, or for which equipment, supplies,
facilities or trade secret information of Innovex is used, or which is developed
on Innovex time.


 


7.3           Non-Covered Inventions.  Should
the Employee make a discovery, improvement or Invention that is not covered by
the provisions of this Agreement (a “Non-Covered Invention”), the Employee may,
at his sole option, disclose the Non-Covered Invention to Innovex and Innovex
shall then have a right of first refusal to enter into a license agreement with
Employee to acquire rights thereunder. 
If negotiations extend for more than six months from the date of
disclosure to Innovex, Employee shall be free to submit the Non-Covered
Invention to others without obligation to Innovex and with respect to such
Non-Covered Invention.


 


8.             Non-Competition, Non-Solicitation and Non-Interference.


 


8.1           Duty of Loyalty.  The Employee
acknowledges that he has a duty of loyalty to Innovex during his employment.
Therefore, during his employment, he will not directly or indirectly plan,
organize, own, perform services for or in any way associate with any Conflicting
Organization or conspire with others to do so.


 


8.2           Non-Competition.  For one year
following the termination of his employment with Innovex for any reason, the
Employee will not directly or indirectly, as a shareholder, director, officer,
employee, owner, agent, associate, consultant or in any other capacity, plan,
organize, own, perform services for or in any other way associate with any
Conflicting Organization. During this one-year period, the Employee also agrees
to provide (a) a copy of this agreement to any prospective employer or
other person or entity for which he intend to perform services and (b) written
notification


 


8





















 


to the CEO of Innovex of any new employment or
other business engagement of his. Because Innovex has no interest in the
Employee’s post-Innovex activities if those activities do not involve Innovex’s
Confidential Information or Good Will and are not otherwise harmful to Innovex,
Innovex’s CEO, in his sole discretion, will consider modification of the
obligation in this 8.2 with respect to a specific position with a specific
employer, entity or person following Employee’s written request for same and
his cooperation in providing any requested information in connection with such
request. The CEO will agree to the requested modification or a variation
thereof only if he determines that the modification will not be harmful to
Innovex’s business interests and will not violate its protectible interests in
its Confidential Information and Good Will. The CEO will notify the Employee in
writing of his decision, which will be final.


 


8.3           Non-Solicitation.  For one
year following the termination of Employee’s employment with Innovex for any
reason, he agrees that he will not, directly or indirectly, on his own behalf
or on behalf of any Conflicting Organization, solicit:


 


8.3.1        any
Customer with whom he had contact during the two-year period prior to his
termination date or about which he possesses Confidential Information, for the
purpose of directly or indirectly (a) marketing, promoting or encouraging
the use of a Conflicting Product, (b) providing advice or assistance in
connection with the marketing, promotion or use of a Conflicting Product, or (c) attempting
to interfere with, or preventing or diverting the sale or purchase of, any
product being designed, developed, sold or marketed by Innovex;


 


8.3.2        any
Innovex employee or agent to terminate his or her employment or agency with
Innovex; or


 


8.3.3        any
Vendor that provides an exclusive or unique service or product to Innovex for
the purpose of obtaining similar products or services for a Conflicting
Organization.


 


8.4           Employee’s
Acknowledgments and Agreements.  Employee acknowledges and agrees that the
products developed by Innovex are or are intended to be marketed and licensed
to Customers in various markets throughout the world. Employee further
acknowledges and agrees to the reasonableness of the covenants contained in
this Section 8, including the reasonableness of the geographic area and
duration of time which are part of said covenant. Employee also acknowledges
and agrees that this covenant will not preclude Employee from becoming
gainfully employed following termination of employment with Innovex. Employee
certifies that he is not currently subject to a noncompetition agreement with a
former employer which prohibits him from working for Innovex.


 


8.5           Time
Periods After a Change in Control.  If Employee’s employment terminates pursuant
to 5.3.1, the time periods in 8.2 and 8.3 shall be extended from one year to 18
months.


 


9.             Miscellaneous
Provisions.


 


9.1           Remedies,
Injunction.  In the event of a
breach or threatened breach by Employee of any provision of this Agreement
which could cause irreparable injury and damage to Innovex not compensable by
money damages, Employee agrees that Innovex, in addition to and not in
limitation of any other rights, remedies or damages available to Innovex at law
or in equity, shall be entitled to injunctive and other equitable


 


9





















 


relief to prevent or restrain any such breach by
Employee or by Employee’s partners, agents, representatives, servants,
employees, and/or any and all persons directly or indirectly acting for or with
Employee.


 


9.2           Severability.  If any provisions of this Agreement are held
to be invalid or unenforceable in whole or in part, those provisions to the
extent enforceable and all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been
included in this Agreement. If any provision relating to the time period or
scope of a restriction shall be declared by a court of competent jurisdiction
to exceed the maximum time period or scope such court deems reasonable and enforceable,
then the time period or scope of the restriction deemed reasonable and
enforceable by the court shall become and shall thereafter be the maximum time
period or the applicable scope of the restriction.


 


9.3           Governing
Law.  This Agreement shall
be construed and enforced according to Minnesota law, except where federal law
applies. All legal actions arising under this Agreement shall be instituted in,
and both Innovex and Employee consent to, the jurisdiction of the courts of
Hennepin County, Minnesota or the U.S. District Court for the District of
Minnesota.


 


9.4           Survivability.  The covenants and agreements of paragraphs 5
and 9, where applicable, and paragraphs 6, 7 and 8 of this Agreement shall
survive the termination of the Employee’s employment for any reason and shall
not be terminated by a Change in Control, including but not limited to any
merger or consolidation whereby Innovex is not the surviving corporation or any
transfer of substantially all the assets of Innovex, unless no transferee or successor
continues to carry on the business activities of Innovex. In the event of any
such event , the provisions of this Agreement shall inure to the benefit of and
be binding upon the surviving, resulting or transferee entity.


 


9.5           Integration.  The terms of this Agreement constitute the
entire agreement between Innovex and the Employee on the subjects addressed
herein and supersede any previous conflicting oral or written communications,
representations, policies or agreements.


 


9.6           Amendment
or Termination.  This Agreement may
not be terminated, amended, or modified in any way, except in writing signed by
both Innovex and Employee.


 


9.7           Waiver.  Innovex’s waiver or failure to enforce the
terms of this Agreement or any similar agreement in one instance shall not
constitute a waiver of its rights hereunder with respect to other violations of
this or any other agreement.


 


9.8           Tax
Withholding.  Innovex will
withhold from any payment of benefits under this Agreement (and forward to the
appropriate taxing authority) any taxes required to be withheld under
applicable law.


 


9.9           Agreement
Read, Understood and Deemed Reasonable.  Employee has carefully read and considered all
provisions of this Agreement and agrees that all of the restrictions set forth
are reasonable and reasonably required for the protection of Innovex’s
interests.


 


10





















 


	
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  William P. Murnane

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  INNOVEX,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Raj Nooyi

  
	
   

  	
   

  	
  Chairman of the Compensation Committee

  



 


11