Exhibit 10.27 to CNS, Inc. Form 10-K dated March 31, 2004





Exhibit 10.27 



EMPLOYMENT AGREEMENT

BETWEEN

CNS, INC. AND

SAM REINKENSMEYER 



THIS AGREEMENT
(“Agreement”), made and entered into in the City of Eden Prairie,
State of Minnesota, this 15th day of October, 2003, by and
between CNS, Inc., a Delaware corporation (“the Corporation”) and Sam
Reinkensmeyer (“Employee”); 



ARTICLE 1

EMPLOYMENT 



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



ARTICLE 2

TERM 



2.0)        The
Agreement shall be in effect hereinafter unless and until altered or terminated
as hereinafter provided. 



ARTICLE 3

DUTIES 



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



ARTICLE 4

NON-COMPETITION 



	4.0)  	  	The
Corporation and the Employee acknowledge that:   





	  	01)  	  	The
Corporation’s business is highly competitive; 






	  	02)  	  	The essence of
such business consists of confidential information and trade secrets as
described in Article 5, all of which are zealously protected and kept secret by
the Corporation; 






	  	03)  	  	In the course of
his/her employment, Employee will acquire the information described in Article 5
and that the Corporation would be adversely affected if such information
subsequently, and in the event of the termination of the Employee’s
employment, is used for the purposes of competing with the Corporation.











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






4.1)        Employee
agrees that from and after the date hereof during his/her employment with the
Corporation for one (1) year thereafter, he/she will not, without the
express written permission of the Corporation, directly or indirectly
(a) own, manage, operate, control, lend money to, endorse the obligations
of, or participate or be connected as an officer, consultant, director, 5% or
more stockholder of a publicly held company, employee, partner, member, or
otherwise, with any enterprise or individual engaged in the business of
developing, manufacturing or marketing products to persons or companies that
were customers of the Corporation during the term of this Agreement, or with any
enterprise or individuals engaged in the business of developing, manufacturing
or marketing products that have been, or are known by Employee as being planned
to be developed by the Corporation and will not in any manner either directly or
indirectly compete with the Corporation in such business (b) solicit or do
business with (1) any persons or entities who are customers or clients of
the Corporation at the time of the Employee’s termination of employment, or
(2) any prospective or former customers of the Corporation with whom the
Employee had contact during the [two years] preceding his/her termination of
employment (c) individually or collectively or in conjunction with others,
solicit, on his/her own behalf or on behalf of any other person, the services of
any person who is an employee or agent of the Corporation, or directly or
indirectly solicit any of the Corporation’s employees or agents to
terminate their employment or agency with the Corporation. It is understood and
acknowledged by both parties that, inasmuch as the Corporation’s products
are marketed nationwide, that this covenant not to compete shall be enforced
throughout the United States, in any other country for which the Corporation has
developed or is in the process of developing a marketing plan for its products,
even if such plan is not yet in effect, 



4.2)        Employee
further agrees that during and following the termination of his/her employment,
he/she will do nothing to interfere with any of the Corporation’s business
relationships or its goodwill or reputation. 



4.3)        Employee,
during the term of his/her employment by the Corporation, shall at all times
keep the Corporation informed of any business activity and outside employment.
The Employee shall not engage in any activity or employment which may be in
conflict with the Corporation’s interests, as determined by the Corporation
in its sole discretion. 



ARTICLE 5

CONFIDENTIAL INFORMATION AND TRADE SECRETS 



5.0)        Employee
has acquired and will acquire information and knowledge respecting the intimate
and confidential affairs of the Corporation including, without limitation,
confidential information with respect to the Corporation’s products,
packages, improvements, designs. practices, sales or distribution methods and
other confidential information pertaining to the Corporation’s business or
financial affairs, which may or may not be patentable, which are developed by
the Corporation at considerable time and expense, and which could be unfairly
utilized in competition with the Corporation. Confidential information includes
information 







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relating to the
Corporation, which is provided or disclosed to the Employee, which he/she
develops in the course of performing his/her duties for the Corporation. The
term “trade secret” shall be defined as follows: 



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






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



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



5.2)        Employee
agrees and acknowledges that confidential information and trade secrets are the
sole and exclusive property of the Corporation, absolutely and forever.




ARTICLE 6

IMPROVEMENTS AND INVENTIONS 



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



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







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and interest in and to such
inventions, and Employee will render aid and assistance in any interference or
litigation pertaining thereto, all expenses reasonably incurred by employee at
the request of the Corporation shall be borne by the Corporation. 



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



ARTICLE 7

JUDICIAL CONSTRUCTION 



7.0)        The
Employee believes and acknowledges that the provisions contained in this
Agreement, including the covenants contained in Article 4 and 5 of this
Agreement, are fair and reasonable. Nonetheless, it is agreed that if a court
finds any of these provisions to be invalid in whole or in part under the laws
of any state, such finding shall not invalidate the covenants, nor the Agreement
in its entirety but rather the covenants shall be construed and/or bluelined,
reformed or rewritten by the court as if the most restrictive covenants
permissible under applicable law were contained herein. 



ARTICLE 8

RIGHT TO INJUNCTIVE RELIEF 



8.0)        Employee
acknowledges that a breach by the Employee of any of the terms of
Articles 4 or 5 of this Agreement will render irreparable harm to the
Corporation; and that the Corporation shall therefore be entitled to any and all
equitable relief, including, but not limited to, injunctive relief, and to any
other remedy that may be available under any applicable law or agreement between
the parties, and to recover from the Employee all costs of litigation including,
but not limited to, attorneys fees and court costs. 



8.1)        The
Corporation’s action in not enforcing a breach of any part of the Agreement
shall not prevent it from enforcing it as to any other breach of the Agreement
that it discovers. 



ARTICLE 9

TERMINATION 



9.0)        Either
party shall have the right to terminate this Agreement with or without cause
upon fifteen (15) days notice to the other, and the Corporation shall pay
Employee until the date of termination, unless the Corporation terminates the
Agreement because the Employee has violated either Article 4 or 5, in
which ease no additional compensation shall be payable to Employee. Employee
acknowledges that any employment and compensation can be terminated with or
without cause at any time by the Company. 







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ARTICLE 10

ASSIGNMENT 



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



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



ARTICLE 11

LICENSES 



11.0)        This
Agreement does not grant the Employee any rights or licenses, express or
implied, under any patents, copyrights or trade secrets. 



ARTICLE 12

GOVERNING LAW 



12.0)        This
Agreement shall be construed and interpreted according to the laws of the State
of Minnesota. 



ARTICLE 13

ENTIRE AGREEMENT 



13.0)        The
Corporation and the Employee acknowledge that this Agreement contains the full
and complete employment agreement between and among the parties, that there are
no implied or express modifications of this employment agreement in an oral
discussion or any writing, including without limitation in any employee handbook
policy statement or other document of the Corporation. This Agreement supersedes
any prior agreements or understandings, if any, between the Corporation and the
Employee, whether written or oral. The parties further agree that no
modifications of this Agreement may be made except by means of a written
agreement of memorandum signed by the parties. 













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




	By:   	 	/s/   Samuel E. Reinkensmeyer  	 	 	 	 	 
	 	

	   	 	(employee) 
	  	CNS, Inc.
	 
	  	  	  	  	  	  	/s/   Michelle Beuning  	  
	 	

	  	(witness) 

















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