Exhibit 10.2


 


EMPLOYMENT SECURITY AGREEMENT


 


This
Employment Security Agreement is entered into as of the 11th day of March,
2004, by and between Isco, Inc., a Nebraska corporation, with its principal
place of business located at P.O. Box 82531, Lincoln, Nebraska 68501-2531
(hereinafter the “Company,” subject to the further definition set forth in
Section 6.1) and Vicki L. Benne of Lincoln, Nebraska (hereinafter
“Executive”).


 


WHEREAS,
the Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of
the Company and its shareholders; and


 


WHEREAS,
the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control exists, and that
possibility, along with the uncertainty and questions which may arise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders; and


 


WHEREAS,
the Board of Directors of the Company has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company’s management, including Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control of the
Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
parties set forth herein, and for other good and valuable consideration, the
parties agree as follows:


 


Section 1.  Change
in Control.


 


1.1                                 Right to Change in Control Severance Benefits. In order to induce Executive to remain in
its employ, the Company agrees to provide Executive the payments and benefits
described in this Agreement (in lieu of any severance payments and
benefits Executive would otherwise receive in accordance with the Company’s
severance pay practices) if Executive’s employment with the Company is
terminated subsequent to a “Change in Control” of the Company as defined in
Section 3, under the circumstances described in Section 4.


 


1.2                                 No Right to Continued Employment. This Agreement does not give Executive any
right to continued employment by the Company or a Subsidiary.


 


Section 2.  Term
of Agreement.
This Agreement will be effective as of March 11, 2004, and, except as
otherwise provided in this Agreement, will continue in effect until
March 11, 2007 and shall be renewable for additional three (3) year terms
at the option of the Company; and provided further, that if a Change in Control
occurs prior to the expiration of this Agreement, this Agreement will continue
in effect for three (3) years from the Change in Control.


 


Section 3.  Definition
of Change In Control. No benefits will be payable under this Agreement unless there is a
Change in Control and Executive’s employment with the Company is terminated
subsequently under the circumstances described in Section 4 entitling
Executive to benefits. For purposes of this Agreement, a Change in Control of the
Company means the occurrence of any of the following events during the period
in which this Agreement remains in effect. A Change in Control will be deemed
to occur on the date the event occurs:


 


3.1                                 Change in Voting Power. Any person or persons acting together as a
“group” for purposes of Section 13(d) of the Exchange Act (other than the
Company, or any Subsidiary, or any entity beneficially owned by any of the
foregoing) which beneficially own (as defined in Rule 13(d)-3 under the
Exchange Act) without Board approval or consent, directly or


 


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indirectly,
at least thirty  percent (30%) of
the total voting power of the Company entitled to vote generally in the
election of the Board;


 


3.2                                 Change in Board of Directors. Either:


 


(a)                                  the
Current Directors (as hereinafter defined) cease for any reason to constitute
at least a majority of the members of the Board (for these purposes, a “Current
Director” means any member of the Board as of the date of this Agreement, and
any successor of a Current Director whose election or nomination for election
by the Company’s stockholders was approved by at least a majority of the
current Directors then on the Board); or


 


(b)                                 at
any meeting of the stockholders of the Company called for the purpose of
electing directors, a majority of the persons nominated by the Board for
election as directors fail to be elected; or


 


3.3                                 Liquidation, Merger or Consolidation. The stockholders of the Company approve:


 


(a)                                  a
plan of complete liquidation of the Company; or


 


(b)                                 an
agreement providing for the merger or consolidation of the Company (i) in which
the Company is not the continuing or surviving corporation (other than
consolidation or merger with a wholly owned subsidiary of the Company in which
all shares outstanding immediately prior to the effectiveness thereof are
changed into or exchanged for the same consideration) or (ii) pursuant to which
the shares are converted into cash, securities or other property, except a
consolidation or merger of the Company in which the holders of the shares
immediately prior to the consolidation or merger have, directly or indirectly,
at least a majority of the common stock of the continuing or surviving
corporation immediately after such consolidation or merger, or in which the
Board immediately prior to the merger or consolidation would, immediately after
the merger or consolidation, constitute a majority of the board of directors of
the continuing or surviving corporation; or


 


3.4                                 Sale of Assets. The stockholders of the Company approve an
agreement (or agreements) providing for the sale or other disposition (in one
transaction or a series of transactions) of all or substantially all of the
assets of the Company.


 


Section 4.  Termination
Following Change in Control. If any of the events described in Section 3 constituting a Change
in Control occurs, Executive will be entitled to the payments and benefits
provided for in Section 5 if a subsequent termination of Executive’s
employment occurs within three (3) years from the date of that Change in
Control, unless that termination is:


 


(a)                                  because of
Executive’s death;


 


(b)                                 by the Company
for Cause or Disability; or


 


(c)                                  by Executive
other than for Good Reason.


 


Those
payments and benefits will be in lieu of any severance payments Executive would
otherwise receive in accordance with the Company’s severance pay practices.


 


4.1                                 Cause. Termination by the Company of Executive’s employment for “Cause”
means Executive is convicted of a felony or commits an act of gross, flagrant,
and willful misconduct relating to his employment or the Company’s business,
including, but not


 


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limited
to, theft or embezzlement of the Company’s property or money, or an act of
fraud against the Company.  If Company
believes Cause exists, as defined herein, a written notice will be delivered to
Executive by the Chief Executive Officer of the Company (or if Executive is the
Chief Executive Officer, the Chairman of the Board of Directors) that
specifically identifies the manner in which the Chief Executive Officer (or the
Chairman of the Board) believes that Executive has given the Company Cause for
termination of Executive’s employment, and giving Executive an opportunity for
Executive, together with Executive’s counsel, to be heard before the Board of
Directors of the Company, and a finding that in the good faith opinion of
two-thirds of the Board of Directors, Executive acted (or failed to act when
she should have acted) in a manner constituting Cause as defined herein, and
specifying the particulars of that finding in detail. For purposes of this
subsection 4.1, no act, or failure to act, on Executive’s part will be
considered “willful” unless done, or omitted to be done, by Executive not in
good faith and without reasonable belief that Executive’s action or omission
was in the best interest of the Company.


 


4.2                                 Disability. Termination by the Company of Executive’s employment for “Disability”
means termination of Executive’s employment following and because of
Executive’s failure to perform substantially all of the material duties of his
position for a period of at least one hundred eighty (180) consecutive calendar
days due to physical or mental illness or injury. Executive will continue to receive
Executive’s full base salary at the rate in effect and any bonus payments under
the executive Short Term Incentive Compensation Plan (the “Plan”) payable
during the one hundred eighty (180) day qualification period until termination
of Executive’s employment for Disability. After that termination, Executive’s
benefit will be determined in accordance with the Company’s other benefit plans
and practices then in effect that apply to Executive. The Company will have no
further obligation to Executive under this Agreement and all supplemental
benefits will be terminated. If the Company and Executive disagree as to
Executive’s incapacity, each may appoint a medical doctor to certify his
opinion as to Executive’s incapacity, and if the doctors do not agree as to
Executive’s incapacity, then the two doctors will appoint a third medical
doctor to certify his opinion as to Executive’s incapacity, and the decision of
a majority of the three doctors will prevail. The Company will bear the costs
of the doctors’ opinions.


 


4.3                                 Good Reason. Termination by Executive of Executive’s employment for “Good Reason”
means termination by Executive of Executive’s employment based on:


 


(a)                                  The
assignment to Executive of duties inconsistent with his position and status
with the Company as they existed immediately prior to a Change in Control, or a
substantial change in Executive’s title, offices or authority, or in the nature
of his responsibilities, as they existed immediately prior to a Change in
Control, except in connection with the termination of his employment for Cause
or Disability or as a result of his death or by Executive other than for Good
Reason;


 


(b)                                 A
reduction in Executive’s base salary as in effect on the date of this Agreement
or as his salary may be increased from time to time;


 


(c)                                  A
failure to continue the Company’s Plan, as it may be modified from time to
time, substantially in the form in effect immediately prior to a Change in
Control, or a failure to continue Executive as a participant in the Plan on a
basis substantially similar to his participation immediately prior to a Change
in Control, or to pay Executive the amounts that Executive would be entitled to
receive in accordance with the Plan;


 


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(d)                                 Requiring
Executive to be based more than thirty-five (35) miles from the location where
Executive is based immediately prior to a Change in Control, except for
required travel on business to an extent substantially consistent with
Executive’s business travel obligations prior to the Change in Control, or if
Executive is agreeable to relocating, then the Company agrees to reimburse
Executive for all reasonable moving expenses incurred by Executive and to
indemnify Executive against any loss realized in the sale of his principal
residence in connection with that relocation;


 


(e)                                  The
failure to continue in effect any retirement plan, life insurance plan, medical
insurance plan, disability plan or any other benefit plan in which Executive is
participating immediately prior to a Change in Control (or provide plans
providing Executive with substantially similar benefits), the taking of any
action by the Company that would adversely affect Executive’s participation or
materially reduce his benefits under any of those plans or deprive Executive of
any material fringe benefit enjoyed by Executive immediately prior to a Change
in Control; or


 


(f)                                    The
failure by the Company to obtain the assumption of this Agreement by any
successor, as contemplated in Section 6.


 


4.4                                 Notice of Termination. Any purported termination by the Company
pursuant to subsections 4.1 or 4.2 or by Executive pursuant to
subsection 4.3 will be communicated by written Notice of Termination to
the other party. For purposes of this Agreement, a “Notice of Termination”
means a notice that indicates the specific termination provision in this
Agreement relied upon and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated. Any purported termination not
effected pursuant to a Notice of Termination meeting the requirements set forth
in this Agreement will not be effective.


 


4.5                                 Date
of Termination.  For purposes of
this Agreement, the date of the termination of Executive’s employment (“Date of
Termination”) will be:


 


(a)                        if
Executive’s employment is terminated by his death, the end of the month in
which his death occurs;


 


(b)                       if
Executive’s employment is terminated for Disability, thirty (30) days after
Notice of Termination is given; or


 


(c)                        if
Executive’s employment is terminated by Executive or by the Company for any
other reason, the date specified in the Notice of Termination.


 


Section 5.  Benefits
Upon Certain Terminations Following a Change in Control. If within three (3) years following the
Change in Control, Executive’s employment is terminated other than for Death or
Disability or without Cause, or if Executive terminates his employment for Good
Reason, then the following provisions will apply:


 


5.1                                 Compensation
Through Date of Termination. The Company will pay Executive within thirty
(30) days after termination:


 


(a)                        Any
unpaid amount of Executive’s base salary through the Date of Termination;


 


(b)                       With
respect to any year then completed, any unpaid amount accrued to Executive
pursuant to the Plan referred to in Section 4.2; and


 


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(c)                        With
respect to any year then partially completed, a pro rata portion through the
Date of Termination of Executive’s annual bonus under the Plan, based upon the
amount of his bonus for the previous year.


 


5.2                                 Additional
Severance. In lieu of any further salary and bonus payments to Executive
for periods subsequent to the Date of Termination, or other severance payments,
the Company will pay as severance pay to Executive two times the sum of:


 


(a)                        Executive’s
annual base salary as of the date of Change in Control, or as of the Date of
Termination, whichever is greater; and


 


(b)                       Executive’s
annual bonus under the Plan.  Executive’s
annual bonus amount is to be based on the greater of:


 


(1)                                  the average of
Executive’s bonus for the two fiscal years of the Company preceding the year in
which the Change in Control occurs, or


 


(2)                                  the average of
Executive’s bonus for the two fiscal years of the Company preceding the year in
which the termination of employment occurs.


 


The
additional severance pay provided for in this Section 5.2 shall be
transferred to a “Rabbi Trust”, effective as of the Date of Termination, and
paid to Executive in twenty-four (24) equal monthly installments commencing on
the first day of the next month following the Date of Termination, and on the
first day of each subsequent month, until fully paid.


 


5.3                                 Benefit
Plans. Unless Executive’s employment is terminated for Cause, the Company
will maintain in full force and effect for Executive’s continued benefit, and
for Executive’s family or dependents, consistent with the type of coverage
Executive had prior to the Change in Control, for a period of four (4) years following
the Date of Termination, the health, dental, disability and other welfare
benefits, plan, programs and arrangements substantially equivalent to the most
valuable coverage provided under any plan maintained by the Company from time
to time during such period.  In
addition, Executive will continue to be provided during the four (4) years
following the Date of Termination, with the same life insurance coverage
maintained on his life immediately prior to the Date of Termination.  These benefits shall be reduced by the
amount of similar benefits provided to Executive during such period by a
subsequent employer, as determined solely by the Board.  For the purposes of enforcing this offset
provision, Executive shall notify the Board as to the terms and conditions of
any subsequent employment and the corresponding benefits received pursuant
thereto, and shall provide, or cause to provide the Board, correct, complete,
and timely information concerning the same.


 


5.4                                 No
Mitigation Required.  Executive will
not be required to mitigate the amount of any payment provided for in this
Section 5 by seeking other employment or otherwise, nor will the amount of
any payment provided for in this Section 5 be reduced by any compensation
earned by Executive as the result of employment with another employer after the
Date of Termination or otherwise, except for a reduction in benefits as set
forth in subsection 5.3.


 


5.5                                 Tax
Gross-up Payment.  If any payments
or benefits provided pursuant to this Agreement or any other payments or
benefits provided to Executive by the Company are subject to an excise tax on
an “excess parachute payment” under Section 4999 of the Internal Revenue
Code of 1986 (the “Code”), or any successor provision of the Code, or are
subject to an excise or penalty tax under any similar provision of any other
revenue system to which Executive may be subject, the Company will provide a
gross-up payment to Executive in


 


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order to place Executive in the same after-tax position Executive would
have been in had no excise or penalty tax become due and payable under Code
Section 4999 (or any successor provision) or any similar provision of
another revenue system.  No gross-up
payment will be made for any excise or penalty tax attributable to any stock
options granted to Executive.


 


Section 6.  Successors;
Binding Agreement.


 


6.1                                 Assumption by Company’s Successor. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably satisfactory to Executive, to
expressly assume and agree to perform this Agreement. Failure of the Company to
obtain that agreement prior to the effectiveness of any succession will be a
breach of this Agreement and will entitle Executive to compensation from the
Company in the same amount and on the same terms to which Executive would be
entitled under this Agreement if Executive terminated Executive’s employment
for Good Reason within three (3) years following a Change in Control, except
that for purposes of implementing the foregoing, the date on which that
succession becomes effective will be deemed the Date of Termination. As used in
this Agreement, “Company” means Isco, Inc. and any successor to its business
and/or assets which executes and delivers the agreement provided for in this
subsection 6.1 or which otherwise becomes bound by all the terms, and
provisions of this Agreement by operation of law.


 


6.2                                 Enforcement by Executive’s Successor. This Agreement will inure to the benefit of
and be enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive dies subsequent to the termination of Executive’s employment while
any amount would still be payable to Executive pursuant to this Agreement if
Executive had continued to live, all those amounts, unless otherwise provided
in this Agreement, will be paid in accordance with the terms of this Agreement
to Executive’s devisee, legatee or other designee or, if there be no designee,
to Executive’s estate. The foregoing payment will be made in a lump sum within
sixty (60) days following the date of Executive’s death.


 


Section 7.  Notice. For purposes of this Agreement, notices and
all other communications provided for in this Agreement will be in writing and
will be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage pre-paid, addressed
to the respective addresses set forth on the first page of this Agreement,
provided that all notices to the Company will be directed to the attention of
the Chief Executive Officer of the Company (or if the notice is from the Chief
Executive Officer, to the Secretary of the Company), or to such other address
as either party may have furnished to the other in writing in accordance with
this Section 7, except that notice of change of address will be effective
only upon receipt.


 


Section 8.  Modification
and Waiver. No
provision of this Agreement may be modified, waived or discharged unless that
waiver, modification or discharge is agreed to in writing by Executive and such
officer as may be specifically designated by the Board of Directors of the
Company. No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be
performed by that other party will be deemed a waiver of similar or dissimilar
provisions or conditions at the time or at any prior or subsequent time.


 


Section 9.  Construction. This Agreement supersedes any oral agreement
between Executive and the Company and any oral representation by the Company to
Executive with respect to the subject matter of this Agreement. This Agreement
also supersedes and effectively nullifies all rights and obligations set forth
in a letter from the Company to Executive dated January 26, 1998 regarding
a potential change in control of the Company, and in an Employment Security
Agreement dated as of December 16, 1999, and extended on October 24,
2002 to


 


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December 31,
2005. The validity, interpretation, construction and performance of this
Agreement will be governed by the laws of the State of Nebraska.


 


Section 10.  Severability. If any one or more of the provisions of this
Agreement, including but not limited to Section 15 hereof, or any word,
phrase, clause, sentence or other portion of a provision is deemed illegal or
unenforceable for any reason, that provision or portion will be modified or
deleted in such a manner as to make this Agreement as modified legal and
enforceable to the fullest extent permitted under applicable laws. The validity
and enforceability of the remaining provisions or portions will remain in full
force and effect.


 


Section 11.  Counterparts. This Agreement may be executed in two or
more identical counterparts, each of which will take effect as an original and
all of which will evidence one and the same agreement.


 


Section 12.  Legal
Fees. If the
Company breaches this Agreement or if, within three (3) years following a
Change in Control, (a) Executive’s employment is terminated by the Company
other than for Cause or Disability; or (b) Executive terminates Executive’s
employment for Good Reason, the Company will reimburse Executive for all legal
fees and expenses reasonably incurred by Executive as a result of that
termination (including all those fees and expenses, if any, incurred in
contesting or disputing the termination or in seeking to obtain or enforce any
right or benefit provided by this Agreement, unless the Company is the
prevailing party in such contest or dispute).


 


Section 13.  Employment
by a Subsidiary.
Either the Company or a Subsidiary may be Executive’s legal employer. For
purposes of this Agreement, any reference to Executive’s termination of
employment with the Company means termination of employment with the Company
and all Subsidiaries, and does not include a transfer of employment between any
of them. The actions referred to under the definition of “Good Reason” in
subsection 4.3 include the actions of the Company or Executive’s employing
Subsidiary, as applicable. The obligations created under this Agreement are
obligations of the Company. A change in control of a Subsidiary will not
constitute a Change in Control for purposes of this Agreement unless there is
also a contemporaneous Change in Control of the Company. For purposes of Section 1
and this paragraph, a “Subsidiary” means an entity more than fifty percent
(50%) of whose equity interests are owned directly or indirectly by the
Company.


 


Section 14.  Arbitration. 
Except for the rights and duties of the parties set forth in Section 15
of this Agreement, any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Lincoln,
Nebraska, according to the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction; provided, however, that Executive shall be entitled to
seek specific performance of his right to be paid for all periods up to the
Date of Termination during the pendency of any dispute or controversy arising
under or in connection with this Agreement.


 


Section 15.  Restrictive
Covenants.


 


15.1                           Need for Protection.  Executive acknowledges that, because of her
senior executive position with the Company, her knowledge of the affairs of the
Company and her relations with its dealers, distributors and customers, she
could do serious damage to the financial welfare of the Company should she
compete or assist others in competing with the business of the Company.  Accordingly, the parties agree as follows:


 


15.2                           Confidential Information


 


(a)                                  Non-Disclosure. 
Except as the Company may permit or direct in writing, during the term
of this Agreement and thereafter, Executive agrees that she will never disclose
to any person or entity any confidential or proprietary information, knowledge,
or data of the Company, which is not readily ascertainable from persons or
other sources outside the Company, and which Executive may have obtained while
in the employ of the Company, relating to any customers, customer lists,
methods of distribution, sales, prices, profits, costs, contracts, inventories,


 


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suppliers, dealers, distributors, business
prospects, business methods, manufacturing ideas, formulas, plans or
techniques, research, trade secrets, or know how of the Company.


 


(b)                                 Return of Records.  All
records, documents, software, computer disks, and any other form of information
relating to the business of the Company, which are or were prepared or created
by Executive, or which may or did come into her possession during the term of
her employment with the Company, including any and all copies thereof, shall be
returned to the Company, or as the case may be, shall remain in the possession
of the Company, upon Executive’s termination of employment with the Company,
whether voluntary or involuntary.


 


(c)                                  Future Employment. 
Nothing in this section shall limit the Executive’s right to carry
Executive’s accumulated career knowledge and professional skills to any future
employment, subject to the specific limitations of the foregoing provisions of
this section and the covenants set forth below.


 


(d)                                 Rights to Innovations, Ideas and Concepts.  The
Company shall acquire the sole and exclusive rights to any innovations, ideas,
and concepts, whether or not subject to patent or trademark protection, and all
copyrightable materials which are conceived by Executive during her employment
which relate to the business of the Company.


 


15.3                           Non-Competition.


 


(a)                                  Global Operations.  The
parties hereto acknowledge that the Company’s operations are global, and that
it sells and distributes its products to dealers, distributors and customers
worldwide, thus, the Company’s reasonable need for protection against unfair
competition is global.


 


(b)                                 Covenant Not To Compete. 
Executive agrees that she will not, during the term of this Agreement
and for a period of two (2) years after her employment with the Company has
terminated, perform services directly or indirectly in or for a business
competitive with the Company, with respect to: (i) existing Company customers
served or solicited by Executive or someone under her direct supervision while
she was employed by the Company, and/or (ii) potential customers who, within
Executive’s last twelve (12) months of employment by the Company, received or
were about to receive proposals from the Company and with whom Executive had
personal contact.


 


(c)                                  Covenant Not To Solicit. 
Executive agrees that she will not for a period of two (2) years after
her employment with the Company has terminated:


 


(1)                                  directly or
indirectly, on behalf of herself or any person or entity, engage in, or assist
any other person or entity to engage in, the manufacture, assembly,
distribution, or sale to any customer, distributor or dealer of the Company,
wherever located, of the products then being manufactured, assembled,
distributed or sold by the Company, if said customer, distributor or dealer is
one with whom Executive had personal contact or with whose account she was
personally involved during the twelve (12) months prior to the termination of
Executive’s employment; or


 


(2)                                  directly or
indirectly request or advise any of the customers, distributors or dealers
referred to in (1) above, of this subsection, to curtail their business


 


33

















 


with the Company or to patronize another
business which is in competition with the Company; or


 


(3)                                  directly or
indirectly, on behalf of herself or any other person or entity, request,
advise, or solicit any employee of the Company to leave that employment in
order to engage in, or assist any other person or entity to engage in,
competition with the Company.


 


15.4                           Termination Without Cause.  It is understood and agreed
that in the event the Company terminates Executive’s employment without Cause,
subsection 15.3 hereof shall be null and void.  Notwithstanding the foregoing provision, however, if Executive’s
employment is terminated under circumstances which entitle her to receive the benefits
provided in Section 5 of this Agreement, then in such event, the
provisions of Section 15.3 hereof shall remain in full force and effect.


 


15.5                           Judicial Modification.  In the event that any court of law or equity
shall consider or hold any aspect of this section 15 to be unreasonable or
otherwise unenforceable, the parties hereto agree that the aspects of this
section so found may be reduced, reformed or modified by appropriate order
of the court, and shall thereafter continue, as so modified, in full force and
effect.


 


15.6                           Injunctive Relief.  The parties hereto acknowledge that the
remedies at law for breach of this section will be inadequate, and the
Company shall be entitled to injunctive relief for violation thereof; provided,
however, that nothing herein shall be construed as prohibiting the Company from
pursing any other remedies available for such breach or threatened breach,
including the recovery of damages from Executive.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.


 


	
   

  	
   

  	
  ISCO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dale L. Young

  	
   

  
	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Vicki L. Benne

  	
   

  
	
   

  	
   

  	
  Vicki
  L. Benne

  
	
   

  	
   

  	
   

  



 


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