a5859558-ex10y.htm


    
      
        Exhibit
10(y)

      

       

      Dual
Employment Agreement

      Innovex,
Inc.

       

      This
Employment and Confidentiality Agreement (hereinafter “Agreement”) is entered
into between Innovex, Inc. and Mr. Brian Dahmes (“Employee”)
as of  April 1, 2008.
This agreement replaces and supersedes any prior agreement.

       

      WHEREAS,
Innovex is a technology company engaged in continuing research and development;
and

       

      WHEREAS,
the Employee has been hired by Innovex as Vice President – Engineering
to perform such duties as may from time to time be directed by Innovex;
and

       

      WHEREAS,
Innovex and the Employee deem it essential to formalize the conditions of
Employee’s employment by written agreement; and

       

      WHEREAS,
the Employee has entered into this Agreement in consideration of his/her
employment with Innovex, the benefits associated with that employment and the
additional consideration provided for in this Agreement.

       

      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:

       

      
        	
                1.  

              	
                Employment
      Duties and Obligations.  Innovex hereby employs the
      Employee and the Employee accepts such employment on the following terms
      and conditions:

              


      

       

      
        	
                        1.1.  

              	
                Duties.  Except
      as otherwise herein provided at Section 1.3, the Employee shall devote his
      full business time and best efforts to the operations of Innovex,
      including normal duties as Vice President – Engineering.
      Employee agrees to faithfully and diligently exert his best efforts
      to perform the duties and responsibilities of employment, promote the
      interest and welfare of Innovex and its business, be familiar with
      Innovex’s policies that relate to his duties and to abide by these
      policies, and do nothing which may cause loss or damage to Innovex, its
      business or its business reputation and goodwill.  During the
      period of employment, Employee agrees not to solely, or jointly with
      others, undertake or join any planning for or organization of any business
      activity competitive with the business activities of
      Innovex.  Employee further agrees to comply with all reasonable
      rules, regulations, orders and directives of Innovex and/or its Board of
      Directors (“Board”). Employee acknowledges that some of the duties for
      this position are related to supporting the continuity of Innovex Inc.
      corporate technology, customers and suppliers. Another part of the duties
      is the day to day activities in support of the Thailand
      operation.

              


      

       

      
        	
                       
      1.2.  

              	
                Supervision.  Employee
      shall at all times discharge his duties in consultation with, and under
      the supervision of the
      Chief Executive Officer and the Board of
  Directors.

              


      

       

      
        	
                       
      1.3.  

              	
                Outside
      Activities.  This Agreement shall not preclude the
      Employee from participating in the affairs of any other business
      organization, or any governmental, educational or other charitable
      institution, provided that the Board is notified in advance of such
      participation and has determined that such activities do not unreasonably
      interfere with Innovex’s business or diminish the Employee’s obligations
      under this Agreement.  Such determination by the Board shall not
      be unreasonably withheld.

              


      

       

      
        	
                       
      1.4.  

              	
                Representation.  The  Employee
      warrants and represents to Innovex that Employee has no contractual
      commitments inconsistent with obligations set forth in this Agreement, and
      that during the period of employment, Employee will not render or perform
      services for any other corporation, firm, entity or person which are
      inconsistent with the provisions of this Agreement, and which are not
      authorized by Innovex.

              


      

       

      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

       

      
        	
                2.  

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

              


      

       

      
        	
                 
      

              	
                2.1

              	
                US
      Dollar Salary.  In
      recognition of the employees contribution to corporate technology
      advancement, customer and supplier development and other contributions
      related to knowledge acquired or applied to activities outside of Thailand
      the Employee shall receive an initial monthly base salary of no less than
      US$ 8,679.39 ( eight
      thousand six hundred seventy nine dollars and thirty nine cents ) - less
      applicable withholdings, payable no less frequent than monthly and
      pursuant to Innovex’s payroll policy.  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.

              


      

       

      
        	
                 
      

              	
                2.2

              	
                Thai
      Baht Salary.  In recognition of the employees
      contribution to ongoing Thailand operations employee shall receive an
      initial monthly base salary of no less than Baht 164,800.00 ( one hundred
      sixty four thousand eight hundred Baht ) - less applicable
      withholdings, payable no less frequent than monthly and pursuant to
      Innovex (Thailand) Ltd payroll policy.  This is a rate
      consistent with local Thailand compensation scales and
      practices.

              


      

       

      
        	
                 
      

              	
                2.3

              	
                Incentive
      Stock Options.  Innovex may grant Employee stock options
      based upon performance and in addition to any cash bonus.  These
      stock option bonuses shall be at the sole discretion of the
      Board of Directors.  Stock option bonuses are generally
      granted at the end of Innovex’s fiscal year (September), and the exercise
      price for stock option bonuses is the fair market value of the stock on
      the date these options are granted, as determined by the mean of the high
      and low NASDAQ bid price for Innovex stock on the applicable
      date.

              


      

       

      
        	
                 
      

              	
                2.4

              	
                Stock
      Option Plans.  All options granted shall be granted
      pursuant to and subject to the conditions of the applicable Stock Option
      Plan(s) adopted by the Board of Directors and approved by the
      shareholders, subject further to any amendments
  thereto.

              


      

       

      
        	
                 
      

              	
                2.5

              	
                Other
      Options and Bonuses.  All other options or bonuses,
      whether in cash or stock, shall be granted at the sole discretion of
      Innovex Management, and the Employee shall not earn or accrue any
      right or additional compensation by reason of his/her
      employment.

              


      

       

      
        	
                 
      

              	
                2.6

              	
                Other
      Employee Benefits.  The Employee shall receive such
      employee benefits as are offered by Innovex to other Thailand based
      employees and as detailed in their Innovex (Thailand) Ltd. Employment
      Agreement. As a USA origin employee he will continue to be eligible for the Innovex Inc.
      standard health, dental and life insurance plans and continue to be
      eligible for the Vice President car allowance of $687.51 ( six
      hundred eighty seven dollars and fifty one cents ) per month
      according to Innovex Inc policy. Innovex will also pay for all reasonable actual costs related
      to storage of goods in the USA until termination of this agreement
      plus 30 (thirty) days.

              


      

       

      
        	
                 
      

              	
                2.7

              	
                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 Employee in the interest of
      Innovex.  Innovex shall reimburse the Employee upon submission
      to Innovex of any records and documentation required by Innovex to
      substantiate said expenses.

              


      

       

      
        	
                 
      

              	
                2.8

              	
                Holidays.  Employee
      shall be entitled to holidays which are normally granted to other
      employees in accordance with Innovex’s policy in the location in which the
      employees daily activities occur.

              


      

       

      
        	
                 
      

              	
                2.9

              	
                Relocation.
      Upon termination of this agreement Employee will be provided with
      relocation as provided for in his Innovex (Thailand) Ltd Employment
      Agreement.

              


      

       

      
        	
                3.

              	
                Term
      and Termination.  Employee understands and agrees that he
      is an employee at will, and as such, his employment can be terminated by
      him or Innovex at any time, with or without reason or
      cause.  In lieu
      of any severance claim on or prior to 31 May 2013 Employee will be
      paid the sum of
      $104,152.68 ( one hundred four thousand one hundred fifty two dollars and
      sixty eight cents ) and Baht 1,977,600 (one million nine hundred seventy
      seven thousand six hundred Thai Baht) on or about 31 May 2008 with
      the following contingencies:

              


      

       

      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                3.1

              	
                If
      Employee’s employment is terminated by Innovex
      involuntarily for other than cause on or prior to 31 May 2013,
      Employee will be provided
      with 90 days notice. Employee severance payment will be
      considered already paid in
full.

              


      

       

      
        	
                 
      

              	
                3.2

              	
                However,
      should Employee’s employment be terminated by Innovex
      involuntarily and for any of the following reasons after 31 May 2013
      Employee will be provided
      with 90 days notice and will be entitled to severance equal to
      the following schedule at the time of termination, provided that
      Employee signs and does not rescind an agreement releasing any and all
      claims against Innovex, its affiliates and related entities and does not
      breach the terms under Sections 4, 5, and 6 of this Agreement and their
      subparts either during or after termination of
  employment.:

              


      

       

      
        	
                 
      

              	
                3.2.1

              	
                If
      after 31 May 2013 and on
      or before 31 May 2014 severance will be equal to 3 (three) months total
      US and Thai base pay at that time.

              


      

       

      
        	
                 
      

              	
                3.2.2

              	
                If
      after 31 May 2014 and on
      or before 31 May 2015 severance will be equal to 6 (six) months total US
      and Thai base pay at that time.

              


      

       

      
        	
                 
      

              	
                3.2.3

              	
                If
      after 31 May 2015 and on
      or before 31 May 2016 severance will be equal to 9 (nine) months total US
      and Thai base pay at that time.

              


      

       

      
        	
                 
      

              	
                3.2.4

              	
                If
      after 31 May 2016
      severance will be equal to 12 (twelve) months total
      US and Thai base pay at that time.

              


      

       

      The
circumstances that shall require severance payment after 31 May 2013 and per this
schedule, subject to the exceptions provided herein, to Employee are as
follows:

       

      
        	
                 
      

              	
                (a)

              	
                involuntary
      termination (not including death or disability) other than “Termination
      for Cause” (as defined below);

              


      

       

      
        
          	
                   
      

                	
                  (b)

                	
                  the
      termination of Innovex’s operations as a result of bankruptcy or
      insolvency;

                


        

         

        
          
            	
                     
      

                  	
                    (c)

                  	
                    a
      “Change in Control” (as defined below) of
  Innovex

                  


          

           

        

      

      
        	
                 
      

              	
                (d)

              	
                Termination
      by the Employee for Good Reason, effective upon the Chief Executive
      Officers receipt of Employee’s written notice of termination, which shall
      include a detailed explanation as to why he believes Good Reason exists.
      Good Reason shall only exist if the Employee experiences 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)

              


      

       

      
        	
                       
      3.3

              	
                Termination
      for Cause.  Employee is not entitled to receive the
      severance identified in Section 3 of this Agreement if his/her termination
      is a “Termination for Cause.”  For purposes of this Agreement, a
      “Termination for Cause” shall occur
if:

              


      

       

      
        	
                 
      

              	
                3.3.1

              	
                The
      Employee is indicted or a claim is brought against him alleging the
      commission of a felony or any misdemeanor arising out of a theft,
      embezzlement, other act of dishonesty, moral turpitude, or any willful
      violation of the Securities Exchange Act of 1934, as amended;
      or

              


      

       

      
        	
                 
      

              	
                3.3.2

              	
                The
      Employee engages in acts of personal dishonesty that are intended to
      result in substantial personal enrichment of the Employee at the expense
      of Innovex; or

              


      

       

      
        
          	
                   
      

                	
                  3.3.3

                	
                  The
      Employee breaches any of his obligations under this Agreement;
      or

                


        

         

        
          
            	
                     
      

                  	
                    3.3.4

                  	
                    Gross
      mismanagement.

                  


          

        

      

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      

       

      In the
case of termination pursuant to Sections 3.3.3.or 3.3.4. herein, Employee shall
be given written notice of the reason for termination and a 30 day period in
which to cure the breach or violation to the satisfaction of the Board of
Directors, in its sole discretion, or Innovex may terminate the Employee
immediately and pay the Employee for 30 days, if the Board of Directors
determines no cure to the breach or violation would be
acceptable.  Employee will be terminated immediately in the case of
termination pursuant to Sections 3.3.1 and 3.3.2 and paid through the last day
of employment.

       

      
        	
                       
      3.4

              	
                Change
      in Control.  As used in this Agreement, a “Change in
      Control” shall mean a Change in Control which would be required to be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A
      promulgated under the Securities Exchange Act of 1934, as amended
      (“Exchange Act”), whether or not Innovex is then subject to such reporting
      requirements and which does not arise from a transaction or a series of
      transactions authorized, recommended or approved by formal action taken by
      the Board, including, without limitation,
if:

              


      

       

      
        	
                 
      

              	
                3.4.1

              	
                Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
      Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), other than Innovex’s officers and directors as a group,
      directly or indirectly, of securities of Innovex representing 20% or more
      of the combined voting power of Innovex’s then outstanding securities;
      or

              


      

       

      
        	
                 
      

              	
                3.4.2

              	
                There
      ceases to be a majority of the Board comprised of individuals described
      below.

              


      

       

      
        	
                 
      

              	
                3.4.3

              	
                For
      purposes of this Section 3.4 only, the “Board” shall mean: (a) individuals
      who on the date hereof constituted the Board of Innovex; and (b) any new
      director who subsequently was elected or nominated for election by a
      majority of the directors who held such office immediately prior to a
      Change in Control.

              


      

       

      
        	
                       
      3.5

              	
                Continued
      Employment After Change in Control.  Employee agrees
      that, subject to the terms and conditions of this Agreement, in the event
      of a Change in Control of Innovex occurring after the date hereof,
      Employee will remain in the employ of Innovex for a period of 90 days from
      the occurrence of such Change in Control.  This continued
      employment shall not affect the Employee’s right to severance as provided
      for in Section 3 of this Agreement.  If Employee continues to be
      employed after 90 days from the occurrence of the Change in Control by the
      Company or its successor, the Employee will not be entitled to the
      severance provided for in Section
3.2.

              


      

       

      
        	
                       
      3.6

              	
                Termination
      by Employee.  Employee may terminate his employment
      pursuant to this Agreement at any time by giving Innovex 6 (six) months written
      notice and further agrees that 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.  Innovex may shorten or
      waive entirely the notice period at Innovex’s sole
      discretion.  Employee acknowledges and understands that if
      he/she voluntarily terminates his employment he is not entitled to receive
      the severance described in Section 3.2 of this
  Agreement.

              


      

       

      
        	
                4.

              	
                Confidentiality.  During the
      period of employment with Innovex, Employee will have access to and become
      acquainted with various trade secrets and other proprietary and
      confidential information which are owned by Innovex and which are used in
      the operation of Innovex’s business.  “Trade secrets and other
      proprietary and confidential information” shall be understood to 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, customer contacts, licenses, the prices it obtains
      or has obtained for the licensing of its software products and services,
      or any other information concerning the business of Innovex and Innovex’s
      good will.

              


      

       

      
        	
                       
      4.1

              	
                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 during the period of employment with
  Innovex.

              


      

       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                       
      4.2

              	
                Information
      Disclosed Remains Property of Innovex.  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.

              


      

       

      
        	
                       
      4.3

              	
                Return
      of Material.  Employee agrees that, upon request of
      Innovex or upon termination of employment for any reason, Employee shall
      deliver to Innovex originals and any copies of all documents, files, disks
      or other computer media, or other 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 set forth in Sections 4, 4.1, and 4.2 above, or (b) are
      connected with or derived from Employee’s services to
    Innovex.

              


      

       

      
        	
                5.

              	
                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.

              


      

       

      
        	
                       
      5.1

              	
                Exceptions.  Section
      5 of this Agreement 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.  Attachment 1 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 Attachment
  1.

              


      

       

      
        	
                       
      5.2

              	
                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.

              


      

       

      
        	
                       
      5.3

              	
                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.

              


      

       

      
        	
                6.

              	
                Covenant
      Not to Compete.  Employee agrees that he will not, during
      the course of employment, or for a period of twelve (12) months
      commencing upon termination of employment, voluntarily or involuntarily,
      directly or indirectly, anywhere in the world, develop, or assist others
      to be developed, any product functionally similar to the product(s)
      developed or under development by Innovex.  The term “develop”
      shall mean to design, create general or detailed functional or technical
      specifications for, enhance, or with respect to software, create or write
      code for, debug, or otherwise modify code for, or otherwise participate in
      the creation or modification of software product(s).  Employee
      further agrees that he will not, during the period of employment or for a
      period of six months
      commencing upon the termination of employment, voluntarily or
      involuntarily, directly or indirectly, anywhere in the world, perform
      services for any directly competing business in the same field of
      commercial activities that Innovex pursues or engages in or engage or
      assist (a) in the organization of any such competing business or (b) in
      any preparations for the manufacture, assembly, production, or design of
      any product which competes with products of
  Innovex.

              


      

       

      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      

       

      
        	
                       
      6.1

              	
                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 throughout the world.  Employee
      further acknowledges and agrees to the reasonableness of this covenant not
      to compete and 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.

              


      

       

      
        	
                       
      6.2

              	
                Inducing
      Employees to Leave Innovex; Employment of Employees.  Any
      attempt on the part of Employee to induce others to leave Innovex’s employ
      or terminate any other business relationship, or any effort by employee to
      interfere with Innovex’s relationship with its other employees,
      independent contractors, or consultants would be harmful and damaging to
      Innovex.  Employee agrees that during the period of employment
      and for a period of two
      years after termination, Employee will not in any way, directly or
      indirectly (a) induce or attempt to induce any employee, independent
      contractors, or consultant of Innovex to quit employment  or
      terminate their business relationship with Innovex; (b) otherwise
      interfere with or disrupt Innovex’s relationship with its employees,
      independent contractors, or consultants; (c) solicit, entice, or hire away
      any employee, independent contractors, or consultant of Innovex; or (d)
      hire or engage any employee, independent contractor or consultant of
      Innovex or any former employee, independent contractor or consultant of
      Innovex whose employment or business relationship with Innovex ceased less
      than one year before the date of such hiring or
  engagement.

              


      

       

      
        	
                       
      6.3

              	
                Nonsolicitation
      of Business.  For a period of two years from the date of
      termination of employment, Employee will not divert or attempt to
      divert from Innovex any business Innovex had enjoyed or solicited from its
      customers during the year prior to termination of his
      employment.

              


      

       

      7.0           Miscellaneous
Provisions.

       

      
        	
                       
      7.1

              	
                Remedies
      – Injunction.  In the event of a breach or threatened
      breach by Employee of any of the provisions of this Agreement, 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 a permanent injunction in order 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.

              


      

       

      
        	
                       
      7.2

              	
                Severability.  In the
      event that any of the provisions of this Agreement shall be 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.  In the event that 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.

              


      

       

      
        	
                       
      7.3

              	
                Governing
      Law.  This Agreement shall be construed and enforced
      according to the laws of the State of Minnesota.  All legal
      actions arising under this Agreement shall be instituted in, and both
      Innovex and Employee consent to the jurisdiction of, the court of Hennepin
      County, Minnesota.

              


      

       

      
        	
                       
      7.4

              	
                “Innovex”
      Defined.  “Innovex”
      shall mean Innovex, Inc., Iconovex, and any of their existing or future
      affiliates, including parent companies, divisions, joint ventures, and
      partnerships.

              


      

       

      
        	
                       
      7.5

              	
                Amendment
      or Termination.  This Agreement replaces and supersedes
      all prior agreements between Innovex and Employee relating to the same
      subject matter. In case of conflict with any subsidiary agreement, this
      agreement will take precedence.  This Agreement may not be
      terminated, amended, or modified in any way, except in writing signed by
      both Innovex and Employee.

              


      

       

      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      

       

      
        	
                       
      7.6

              	
                Survival.  Notwithstanding
      any termination of this Agreement, regardless of the reason, Employee, in
      consideration of his employment thereunder to the date of such termination
      shall remain bound by the provisions of this Agreement which specifically
      relate to periods, activities or obligations upon or subsequent to the
      termination of Executive’s
employment.

              


      

       

      
        	
                       
      7.7 

              	
                Agreement
      Read, Understood, and Fair.  Employee has carefully read
      and considered all provisions of this Agreement and agrees that all of the
      restrictions set forth are fair and reasonable, are reasonably required
      for the protection of the interests of Innovex and that he has been
      provided adequate consideration in return for agreeing to be bound by
      those provisions.

              


      

       

       

       

      
        
          
            
              
                	
                         

                      	AGREED:
	 
      	 
      
	 
      	 
      
	
                        Dated:  April
      1, 2008

                      	
                        /s/ Brian Dahmes

                      
	 
      	
                        Brian
      Dahmes

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        INNOVEX,
      INC.

                      
	 
      	 
      
	
                        Dated:  April
      1, 2008

                      	
                        /s/ Terry Dauenhauer

                      
	 
      	
                        By:  Terry
      Dauenhauer

                      
	 
      	
                        Its:  Chief
      Executive
Officer

                      


              

            

          

        

      

       

       

       

      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      

      Attachment
1

       

      INVENTIONS
MADE BY EMPLOYEE PRIOR TO EMPLOYMENT BY INNOVEX

      


      


      None.

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

      Innovex ( Thailand )
Limited

      Employment
Agreement

       

      This
Employment and Confidentiality Agreement (hereinafter “Agreement”) is entered
into between Innovex (Thailand) Limited and Mr. Brian Dahmes (“Employee”)
effective as of April 1,
2008.

      


      
        	
                 
      

              	
                WHEREAS,
      Innovex is a technology company engaged in continuing research and
      development and Innovex (Thailand) Ltd is a solely owned subsidiary;
      and

              


      

       

      WHEREAS,
the Employee has been hired by Innovex (Thailand) Ltd in the position
of  Vice President –
Engineering to perform such duties as may from time to time be directed
by Innovex (Thailand) Ltd; and

      


      
        	
                 
      

              	
                WHEREAS,
      Innovex (Thailand) Ltd and the Employee deem it essential to formalize the
      conditions of Employee’s employment by written agreement;
    and

              


      

      


      
        	
                 
      

              	
                WHEREAS,
      the Employee has entered into this Agreement in consideration of Innovex
      (Thailand) Ltd’s continuing employment and the benefits associated with
      that employment, including the severance benefits provided for under this
      Agreement;

              


      

       

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

       

      
        	
                1.

              	
                Employment
      Duties and Obligations.  Innovex hereby employs the
      Employee and the Employee accepts such employment on the following terms
      and conditions:

              


      

       

      
        	
                       
      1.1.  

              	
                Duties.  The
      Employee shall devote their full business time and best efforts to the
      operations of Innovex, including normal duties as Vice President –
      Engineering.  Employee agrees to faithfully and
      diligently exert their best efforts to perform the duties and
      responsibilities of employment, promote the interest and welfare of
      Innovex and its business, be familiar with Innovex (Thailand) Ltd policies
      that relate to those duties and to abide by these policies, and do nothing
      which may cause loss or damage to Innovex, its business or its business
      reputation and goodwill.  During the period of employment,
      Employee agrees not to solely, or jointly with others, undertake or join
      any planning for or organization of any business activity competitive with
      the business activities of Innovex.  Employee further agrees to
      comply with all reasonable rules, regulations, orders and directives of
      Innovex, its management and/or its Board of Directors (“Innovex
      Management”).

              


      

       

      
        	
                       
      1.2.  

              	
                Supervision.  Employee
      shall at all times discharge their duties in consultation with, and under
      the supervision of the Chief Executive
Officer.

              


      

       

      
        	
                2.  

              	
                Compensation
      and Benefits.  In return
      for the Employee’s services to Innovex (Thailand) Ltd., the Employee shall
      receive compensation and benefits which shall include the
      following:

              


      

      


      
        	
                 
      

              	
                2.1

              	
                Salary.
      Employee will receive a base salary of 164,800.00 ( one hundred sixty
      four thousand eight hundred ) Baht/month.  This salary
      will be paid at the end of each month and is subject to Thai income
      tax.

              


      

      


      
        	
                       
      2.2

              	
                Annual
      Cash Bonus. Employee will
      be eligible for annual cash performance bonuses, determined before the end
      of each calendar year. The size of these annual bonuses is not fixed or guaranteed,
      but typically is
      between 0.5 to 1.5
      months depending on performance. Employees performance is
      determined using the annual performance appraisal system. These annual
      cash bonuses are based on
      Thai base salary only, excluding any housing allowance. These
      bonuses are at the sole
      discretion of the
management.

              


      

      


      
        	
                       
      2.3

              	
                Company
      Incentive Bonus.  Employee will be eligible for an
      incentive bonus based upon the corporate incentive program, dependant on
      the company performance.

              


      

       

      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   
      

                	
                  2.4

                	
                  Healthcare.  Benefit will be provided as
      per Innovex (Thailand) Ltd
policy.

                


        

         

      

      
        	
                 
      

              	
                2.5

              	
                Housing
      & Transportation Allowance.  In addition to base
      salary, Employee shall also receive a combined housing/transportation
      allowance of 30,000 (
      thirty thousand ) Baht/month. This allowance is subject to Thai
      income tax

              


      

       

      
        	
                 
      

              	
                2.6

              	
                Schooling
      Expenses. All tuition and fees related to pre-University schooling
      will be paid or reimbursed by Innovex (Thailand) Ltd for all children up
      to and including the age of 18. This will be done in compliance with the
      company expat benefit plan regulations. These fees will be grossed up
      for Thai tax payment.

              


      

       

      
        	
                 
      

              	
                2.7

              	
                Reimbursable
      Business Expenses.  In addition to salary and other
      benefits, subject to compliance with Innovex policy, Innovex (Thailand)
      Ltd will advance or reimburse Employee for any ordinary, necessary, and
      reasonable expenses incurred by Employee in the interest of Innovex
      (Thailand) Ltd.  Innovex (Thailand) Ltd shall reimburse the
      Employee upon submission to Innovex (Thailand) Ltd of any records and
      documentation required by Innovex (Thailand) Ltd to substantiate said
      expenses.

              


      

       

      
        	
                 
      

              	
                2.8

              	
                Holidays.  Employee
      shall be entitled to holidays, which are normally granted to other
      Thailand (Thailand) Ltd employees.

              


      

       

      
        	
                 
      

              	
                2.9

              	
                Vacation.  Employee
      will accrue vacation monthly at a rate equivalent to 20 days per year.
      Maximum allowable accrual amount will be 20 days. Employee and immediate family
      will also be provided with 2 round trip economy airfare to
      the USA city of choice to be used prior to termination of this
      contract.

              


      

       

      
        	
                 
      

              	
                2.10

              	
                Relocation
      Expenses.  In case of termination by Innovex (Thailand)
      Ltd reasonable actual
      costs to relocate the Employee and family to their home country
      will be paid or reimbursed by Innovex (Thailand) Ltd. The management, in
      its sole discretion will determine what is reasonable, normal expenses
      would include but not be limited to sea shipment of personal items,
      economy airfare for employee and immediate family and temporary living
      accommodations. After April 1, 2010 even in case of resignation employee
      will be eligible for this same relocation benefit as long as the return to
      the USA and expenses are incurred within 30 (thirty) days of resignation
      effective date.

              


      

       

      
        	
                3.  

              	
                Termination. Employee understands
      and agrees that they are an employee at will, and as such, their
      employment can be terminated by Innovex (Thailand) Ltd at any time,
      without reason or cause. However, should Employee’s employment be
      terminated by Innovex(Thailand) Ltd involuntarily for any of the following
      reasons, Employee be
      provided with 90 days notice and will be entitled to severance benefits
      as designated in his Innovex Inc employment agreement. Additional
      severance benefits may be granted at the sole discretion of Innovex
      management.  The circumstances that shall require such
      termination pay to Employee are as
follows:

              


      

       

      
        	
                       
      (a)  

              	
                involuntary
      termination for other than cause, to include, without limitation,
      termination due to corporate
restructuring;

              


      

       

      
        	
                       
      (b)  

              	
                the
      termination of Innovex operations as a result of bankruptcy or insolvency;
      or

              


      

       

      
        	
                       
      (c)  

              	
                Employee’s
      “Total Disability.”

              


      

       

      
        	
                       
      3.1  

              	
                Termination
      for Cause.  For purposes of this Agreement, a
      “Termination for Cause” shall occur
if:

              


      

       

      
        	
                             
      3.1.1  

              	
                The
      Employee is indicted or any information is brought against employee
      alleging the commission of a felony or any misdemeanor arising out of a
      theft, embezzlement, other act of dishonesty, moral turpitude, or any
      willful violation of the Innovex work rules and regulations
      or:

              


      

       

      
        	
                             
      3.1.2  

              	
                The
      Employee breaches any of their obligations under this Agreement;
      or

              


      

       

      
        	
                              3.1.3  

              	
                Gross
      mismanagement.

              


      

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

      In the
case of termination pursuant to paragraphs 3.1.2 or 3.1.3 herein, 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 Innovex Management, in its sole discretion.

       

      Total
Disability.  For purposes of
this Agreement, the Employee’s “Total Disability” shall occur if Employee
becomes unable to substantially perform their duties under this Agreement by
reason of any medically determinable physical or mental impairment which is
expected to last for a continuous period of 12 months or more or is likely
to result in death.  The existence of a “Total Disability,” if one
exists, must be attested to by a duly licensed physician with an acknowledged
specialty, or board certification, if applicable, in the type of disability
alleged to exist.

       

      
        	
                       
      3.2  

              	
                Termination
      by Employee.  Employee
      may terminate their employment pursuant to this Agreement at any time by
      giving Innovex 6 (six) months written
      notice and further agrees that during the notice period employee
      will provide all reasonable aid and assistance in hiring, training, and
      introducing their replacement as may be requested by Innovex and will
      undertake such other responsibilities as Innovex may
      direct.  Innovex may shorten or waive entirely the notice period
      at Management’s sole discretion.  In the event Employee fails to
      provide the 60-days notice required herein, in addition to all other
      remedies provided to Innovex under this agreement or at law, Innovex shall
      have the right to offset any other sums it may owe Employee as and for
      damages Innovex in its reasonable discretion deems results from Employee's
      failure to provide the required 60-day
notice.

              


      

       

      
        	
                4        

              	
                Confidentiality.  During
      the term of employment with Innovex, Employee will have access to and
      become acquainted with various trade secrets and other proprietary and
      confidential information, which are owned by Innovex and which are used in
      the operation of Innovex business.  “Trade secrets and other
      proprietary and confidential information” shall be understood to 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, customer contacts, licenses, the prices it obtains
      or has obtained for the licensing of its software products and services,
      or any other information concerning the business of Innovex and Innovex
      good will.

              


      

       

      
        	
                       
      4.1  

              	
                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 their employment or at any time thereafter, except as
      required in the course of employment with
  Innovex.

              


      

       

      
        	
                       
      4.2  

              	
                Information
      Disclosed Remains Property of Innovex.  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
      business.

              


      

       

      
        	
                       
      4.3  

              	
                Return
      of Material.  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 material in
      their possession or under their control that (a) may contain or be
      derived from ideas, concepts, creations, or trade secrets and other
      proprietary and confidential information as set forth in paragraphs 4,
      4.1, and 4.2 above, or (b) are connected with or derived from
      Employee’s services to Innovex.

              


      

       

      
        	
                5        

              	
                Inventions
      and Creations.  Any and all inventions, discoveries,
      improvements, or creations (collectively, “Inventions”) made or conceived
      by Employee during the period of their employment by Innovex shall be the
      property of Innovex.  Employee hereby assigns to Innovex all of
      their 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.

              


      

       

      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      

       

      
        	
                       
      5.1  

              	
                Exceptions.  Paragraph 5
      of this Agreement 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 actual or demonstrably anticipated research or development; or (b)
      which does not result from any work performed by Employee for Innovex; or
      (c) made by Employee prior to employment by Innovex as to which employee
      has at least partial ownership.  Innovex shall have no claim of
      right or title to the inventions listed on Attachment 1.
      Attachment 1 hereto constitutes a complete list of the inventions
      made by Mr. Brian
      Dahmes.

              


      

       

      
        	
                       
      5.2  

              	
                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 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.

              


      

       

      
        	
                       
      5.3  

              	
                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 their 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 there-under.  If negotiations extend
      for more than six (6) 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.

              


      

       

      
        	
                6       

              	
                Covenant
      Not to Compete.  Employee agrees that they will not,
      during the course of employment, or for a period of twelve (12)
      months commencing upon expiration of employment, voluntarily or
      involuntarily, directly or indirectly, anywhere in the world, develop, or
      assist others to be developed, any product functionally similar to the
      product(s) developed or under development by Innovex.  Employee
      further agrees that they will not, during the course of employment or
      for a period of six (6)
      months commencing upon the expiration of employment, voluntarily or
      involuntarily, directly or indirectly, anywhere in the world, perform
      services for any competing business in the same field of commercial
      activities or engage or assist (a) in the organization of any competing
      business or (b) in any preparations for the manufacture, assembly,
      production, or design of any product which competes with products of
      Innovex.

              


      

       

      
        	
                       
      6.1  

              	
                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 throughout the
      world.  Employee further acknowledges and agrees to the
      reasonableness of this covenant not to compete and the reasonableness of
      the geographic area and duration of time which are part of said
      covenant.

              


      

       

      
        	
                       
      6.2  

              	
                Inducing
      Employees to Leave Innovex; Employment of Employees.  Any
      attempt on the part of Employee to induce others to leave Innovex
      employment, or any effort by employee to interfere with the Innovex
      relationship with its other employees would be harmful and damaging to
      Innovex.  Employee agrees that during the term of employment and
      for a period of two years
      thereafter, Employee will not in any way, directly or indirectly
      (a) induce or attempt to induce any employee of Innovex to quit
      employment with Innovex; (b) otherwise interfere with or disrupt the
      Innovex relationship with its employees; (c) solicit, entice, or hire
      away any Employee of Innovex; or (d) hire or engage any employee of
      Innovex or any former employee of Innovex whose employment with Innovex
      ceased less than one year before the date of such hiring or
      engagement.

              


      

       

      
        	
                       
      6.3  

              	
                Non-solicitation
      of Business.  For a period of two years
      from the date of termination of employment, Employee will not divert or
      attempt to divert from Innovex any business Innovex had enjoyed or
      solicited from its customers during the year prior to termination of their
      employment.

              


      

       

      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      

       

      
        	
                7        

              	
                Miscellaneous
      Provisions.

              


      

       

      
        	
                       
      7.1  

              	
                Remedies
      – Injunction.  In the event of a breach or threatened
      breach by Employee of any of the provisions of this Agreement, 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 a permanent injunction in order 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.

              


      

       

      
        	
                       
      7.2  

              	
                Severability.  In the
      event that any of the provisions of this Agreement shall be 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.  In the event that 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.

              


      

       

      
        	
                       
      7.3  

              	
                 “Innovex”
      Defined.  “Innovex” shall mean Innovex, Inc., Innovex
      Precision Components, Inc., Innovex Southwest, Inc., Innovex (Thailand)
      Limited, and any of their existing or future affiliates, including parent
      companies, subsidiaries, divisions, joint ventures, and
      partnerships.

              


      

       

      
        	
                       
      7.4  

              	
                Amendment
      or Termination.  This Agreement replaces and supersedes
      all prior agreements between Innovex and Employee relating to the same
      subject matter.  This Agreement may not be terminated, amended,
      or modified in any way, except in writing signed by both Innovex and
      Employee.

              


      

       

      
        	
                       
      7.5  

              	
                Survival.  The
      obligations of the parties under this Agreement do not depend on
      conditions outside this Agreement and shall survive Employee’s termination
      of employment with Innovex, regardless of the reason for
      termination.

              


      

       

      
        	
                       
      7.6  

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

              


      

       

       

       

      
        
          
            
              
                	 
      	
                        AGREED:

                      
	 
      	 
      
	 
      	 
      
	
                        Dated:  April
      1, 2008

                      	
                        /s/ Brian R. Dahmes

                      
	 
      	
                        Brian
      Dahmes

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        INNOVEX
      (THAILAND) LTD

                      
	 
      	 
      
	
                        Dated:  April
      1, 2008

                      	
                        /s/ Terry M. Dauenhauer

                      
	 
      	
                        By:  Terry
      M. Dauenhauer

                      
	 
      	
                        Its:  Chief
      Executive Officer

                      
	 
      	 
      


              

            

          

        



      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      

       

      Attachment
1

       

      INVENTIONS
MADE BY EMPLOYEE PRIOR TO EMPLOYMENT BY INNOVEX

      


      


      None.

       

       

       

       

       

       

       

       

       

      73