Exhibit 10.1
Wednesday,
April 11, 2018
Shri
Parikh
Johns
Creek, GA 30023
Dear
Shri:
SANUWAVE,
Inc. (“Company”) is pleased to offer you the position
of President, Healthcare reporting to Kevin Richardson, Chief
Executive Officer. Your start date will be May 31, 2018. This offer
is based on discussions with Thomas Robinson at Robinson Butler and
is subject to the terms of employment as outlined below. We are
confident that your acceptance marks the beginning of a challenging
and mutually beneficial relationship.
COMPENSATION
Effective on your start date, your semimonthly,
exempt compensation will be $12,958.33 per pay period ($311,000.00
annually) less payroll deductions and all required withholdings.
Your salary may be adjusted annually upon performance
reviews.
BONUS COMPENSATION
You will be eligible to earn an annual
bonus award of up to one hundred percent (100%) of your annual
salary based on the achievement of certain performance goals
established by the Company. For purposes of calculating the 2018
Calendar Year bonus, your bonus will be pro-rated and guaranteed at
7/12ths of the calendar year or $181,416.67. For purposes of
calculating the 2019 Calendar Year bonus, we will guarantee a
minimum payment of $129,583.33, which is equivalent to first
5/12ths of the calendar year.
You
will also be eligible for a one-time bonus award payment of
$128,000 to be paid in early Calendar Year 2020, after the annual
10K is filed, if SANUWAVE revenues attain or exceed $10,000,000
(ten million dollars) in Calendar Year 2019.
EQUITY
You will be granted options for (2,000,000) shares of
Common Stock in accordance with the Amended and Restated 2006 Stock
Incentive Plan subject to the Board of Directors approval, to vest
100% on the grant date. You will be eligible to receive future
stock option grants as approved annually by the Board of
Directors.
BENEFITS
As a full-time employee, you will be eligible to
participate in a comprehensive benefits package which includes
medical, dental, vision, life insurance, short-term and long-term
disability benefits, as well as an opportunity to participate in
the Company 401K plan. You are eligible to participate in these
benefits the first day of the month after the month you are hired.
Additionally, you will accrue 35 days per year for vacation, 5 sick
days per year as well as 9 paid holidays in accordance with Company
policy. Company sponsored benefits and eligibility requirements are
provided in the employee handbook to be provided. All Company
benefits are subject to change at the Company’s discretion.
Your previously scheduled December 2018 family vacation will be
honored.
Once
you begin employment with SANUWAVE, you will be given access to the
Tri-Net self service portal. Please visit this site immediately as
you have new hire activities that will require your urgent
attention including but not limited to the completion of your I9
documentation with-in 72 business hours of your start date and
enrollment in benefit plans with-in 30 days of your start date. You
will also be given access to the Ascensus on-line portal where you
may elect to participate in the 401k plan at any time.
COMPLIANCE WITH RULES
. You will be expected to abide by all
SANUWAVE rules, regulations and Company Policies. Throughout your
employment, you are responsible for advising the Acting CEO or
Human Resources of any factors that may affect your ability to work
for the Company without interruption.
RIGHT OF INSPECTION
. You acknowledge and agree that the
Company has unlimited access to your equipment and work product
when it’s deemed to be necessary and may inspect, with or
without notice.
AT-WILL EMPLOYMENT
. As an at-will employee, you may
terminate your employment at any time, with or without cause.
Likewise, as an at-will employer, the Company may terminate your
employment at any time, with or without cause. The Company also
retains the right to make all other decisions concerning your
employment (e.g. promotions, demotions, job responsibilities, or
any other managerial decisions) with or without cause, in the
exercise of its discretion. This at-will employment relationship
cannot be changed except in a writing signed by you and the Acting
CEO.
ADHERENCE TO PREVIOUS EMPLOYER AGREEMENT
Shri, on your start
date and before you begin employment with SANUWAVE you will be
required to sign the enclosed
Adherence to Previous Employer Agreement
letter
. This letter serves as written confirmation that you
will adhere to all provisions in your previous employer’s
Employer Agreement. Additionally, this letter serves as
SANUWAVE’S commitment to fair and ethical business
practices.
In turn
for signing the agreement SANUWAVE will provide you with legal
assistance if your previous employer challenges the Employer
Agreement that you signed.
NON-COMPETE AND CONFIDENTIALITY AGREEMENT
. You are required
to sign the enclosed Non-Compete and Confidentiality Agreement and
return it with other items included in the complete offer package
you will receive.
SEVERANCE AGREEMENT AND GENERAL RELEASE
In the event of a
separation from employment from SANUWAVE for any reason other than
violating your previous employer’s Employment Agreement,
SANUWAVE will offer you a Severance Agreement and General Release
with a severance payment that is equivalent to one year’s
annual base salary. The General Release will include current
federal, state and local labor law requirements and in turn you
will forgo the right to make any claim of any nature against
SANUWAVE.
ENTIRE AGREEMENT; NO MODIFICATIONS
. This letter is the final
and exclusive embodiment of the entire agreement between you and
the Company with respect to the terms and conditions of your
employment, and they supersede any promises or representations made
to you by anyone, whether oral or written.
Please
sign, date and EMAIL this letter as acceptance of our offer of
employment and in agreement with the terms described in this letter
to Melissa Miller, the Company’s Human Resources Director at
Melissa.Miller@Sanuwave.com
.
Via email and shortly after accepting this offer, you will be sent
a new hire application and release for Criminal Background Check.
This offer is contingent upon the successful results of the
background check. Please complete the application and release
with-in 72 hours of receiving it in your email.
Shri,
we look forward to your favorable reply and to a productive and
enjoyable working relationship. This offer is confidential between
you and SANUWAVE, and we expect that all salary and benefit details
of the offer are to remain confidential. Please contact me if you
have any further questions.
Very
truly yours,
Kevin
Richardson
Chief
Executive Officer
ACCEPTED
AND AGREED TO:
Kevin A. Richardson II
Name Printed
Name Signed
Date Signed Start Date
/s/Shri P.
Parikh
April 15,
2018
Name Signed
Date
Signed
Dear
Shri Parikh,
Congratulations and
welcome to SANUWAVE! Today is your start date and before you begin
working with us, we ask that you carefully read this letter, ensure
its’ accuracy and sign at the bottom. This letter refers to
your Employment Agreement “The Agreement” that you
signed with Mölnlycke when you were employed there. A copy of
The Agreement is attached to this letter for
reference.
Although SANUWAVE
is not a competitor of Mölnlycke nor an
organization engaged in commercial or economic
competition with
Mölnlycke most importantly because of
the differences in acute versus chronic treatments provided in
wound care, we would still like to highlight our regard for the
highest ethical business practices at SANUWAVE during our
employment relationship with you by reminding you of the following
commitments you previously made to Mölnlycke. Concurrently, we
would like to ensure that at no time and under any circumstances
The Agreement is violated while employed at SANUWAVE. Please also
understand that poor business performance at SANUWAVE or inability
to achieve expected results at SANUWAVE will never be an excuse for
violating The Agreement.
By
signing and dating this
Adherence to Previous
Employer Agreement
letter
letter, you agree that you
have not
and
will not:
●
violate any
provisions of The Agreement.
●
violate the
non-disclosure section of The Agreement by using any secrets,
confidential information, make use or authorize others to make use
of or publish Mölnlycke items at SANUWAVE.
●
take from
Mölnlycke any Mölnlycke documents, drawings, blueprints,
manuals, letters, notes, notebooks, pens, pencils, photos, reports,
outlines, papers, documents, e-mails, laptops, phones, vehicles,
computers and copies thereof as well as any tangible materials, of
a secret or proprietary or confidential nature.
●
interfere with
patents, inventions, discoveries, improvements made by you or that
you had involvement with while at Mölnlycke.
●
have any material
contact with Mölnlycke customers (as defined by The Agreement)
for twelve months.
●
violate the
Covenant of Non-Solicitation or Acceptance of Client or Customer
Business section of The Agreement.
●
violate the
Non-Compete section of The Agreement.
●
violate the
Covenant Not to Interfere or Induce section of The Agreement for a
period of twelve months especially by directly or indirectly
soliciting Mölnlycke employees for employment who are actively
still employed Mölnlycke.
●
act improperly or
wrongful without privilege with respect to The
Agreement.
●
act with
“malice with the intent to injure"
Mölnlycke.
●
breach The
Agreement or cause Mölnlycke to fail to enter into an
anticipated business relationship with a customer.
●
cause financial
harm to Mölnlycke.
●
induce
Mölnlycke customers or clients to breach a contract with
Mölnlycke.
●
make false
statements about Mölnlycke to lure customers or employees
away.
●
spread lies to
prevent Mölnlycke from retaining existing customers or
obtaining new ones.
If at
any time, you believe that SANUWAVE begins to engage
in commercial or economic competition with
Mölnlycke while The Agreement is still in effect, you are to
stop business immediately and alert the Chief Executive Officer
immediately via email and phone. By signing this document, you
agree that you understand that any violation of The Agreement with
Mölnlycke. can and will likely lead to immediate dismissal
from SANUWAVE employment. This letter supersedes any promises or
representations made to you by anyone, whether oral or written
regarding the possibility of enacting a behavior or direction that
would conflict with The Agreement.
ACCEPTED AND AGREED TO:
/s/Shri P. Parikh
April 12,
2018
June 1, 2018
(or
before)__
Name
Date Signed Start
Date
Non – Compete and Confidentiality Agreement
In
consideration of my employment or continued employment by SANUWAVE
Health, Inc. (the “Company”), the Company’s
disclosure of certain Proprietary Information (as defined below) to
me, any compensation now and/or hereafter paid to me, and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned hereby agrees with
the Company as follows:
1.
Definitions
.
a.
The term
“
Proprietary
Information
” shall mean any and all confidential,
proprietary or trade secret knowledge, data or information of the
Company and its affiliated entities, including but not limited to
the Company’s strategic plans, inventions, new products,
product plans, product prices, consumer marketing research,
strategies, and information, business results and financial
information, ideas, processes, formulas, source and object codes,
data, computer programs, algorithms, database developments, designs
and techniques, costs, research and development, know-how, customer
lists, and information; potential customer information, potential
acquisitions and divestitures, specialized training, the identity,
skills and compensation of employees, contractors, vendors,
suppliers, and consultants, and any other confidential, proprietary
or trade secret knowledge, data or information, in whatever form or
medium, produced by or for the Company.
b.
The term
“
Third
Party Information
” means confidential or trade secret
information that the Company may from time to time receive from
third parties or information which is subject to a duty on the
Company’s part to maintain the confidentiality of such Third
Party Information and to use it only for certain limited
purposes.
2.
Recognition of Company’s Rights;
Nondisclosure
: I acknowledge that contemporaneously with my
execution of this Agreement, the Company is providing me with
Proprietary Information and/or specialized training. In
consideration of the Company’s provision of Proprietary
Information and initial specialized training, I agree that during
my employment and for a period of (2) years thereafter, pursuant to
this Agreement, I will hold in strictest confidence and will not
disclose, discuss, transmit, use, lecture upon, or publish any
Proprietary Information, unless such disclosure (i) is required in
connection with my work for the Company, or (ii) is expressly
authorized in writing by an officer of the Company. I also agree
that in connection with this Agreement, I will also be bound by the
post-employment provisions of paragraph 9. I further acknowledge
and agree that the Company’s conduct in providing me with
Proprietary Information in exchange for my Agreement gives rise to
the Company’s interest in restraining me from competing
against the Company after the conclusion of my employment as set
forth in paragraph 9 (the “
Non-Compete
Clause
”), and that my agreement to the Non-Compete
Clause is designed to enforce my Agreement. To the extent that any
such Proprietary Information should constitute a trade secret under
applicable law, my obligations of confidentiality and
non-disclosure as set forth herein shall continue to survive after
said (2) year period to the greatest extent permitted by applicable
law.
3.
Third Party Information
: I
understand that the Company has received and in the future will
receive from third parties Third Party Information subject to a
duty on the Company’s part to maintain the confidentiality of
such information and to use it only for certain limited purposes.
During the term of my employment for a period of (2) years and
thereafter, I will hold such Third Party Information in the
strictest confidence and will not disclose (to anyone other than
Company personnel who need to know such information in connection
with their work for the Company) or use, except in connection with
my work for the Company, Third Party Information unless expressly
authorized by an officer of the Company in writing. To the extent
that any such Third Party Information shall be a trade secret under
applicable law, then my obligations of confidentiality and
non-disclosure shall survive after said two (2) year period to the
greatest extent permitted by applicable law.
4.
Property Rights
: All right,
title, and interest in and to all results and products of any
services I perform for or on behalf of the Company shall at all
times be and remain the sole and exclusive property of the Company,
whether such results and products are interim or final, tangible or
intangible. Such results and products include, without limitation,
every invention, maskwork, work of authorship, formula, trade
secret, computer program (including without limitation, object
code, source code, listings, routines, flow charts, algorithms and
related documentation), manual, specification, technique, product,
concept, know-howor similar property, whether or not patentable or
copyrightable and whether or not embodied in any tangible form,
that are made, developed, perfected, designed conceived or first
reduced to practice by me, either solely or jointly with others, in
the course and scope of services I perform for or on behalf of the
Company.
I
further agree that any patent, copyright, trade secret, trademark,
mask work or other intellectual property rights that may arise from
services I perform for or on behalf of the Company shall be in the
name of, and are hereby exclusively assigned to, the Company. I
shall without further consideration execute and deliver such
instruments, and take such other actions, as the Company may
reasonably require to establish, evidence, maintain, defend or
enforce the exclusive ownership by the Company of such intellectual
property rights and of any tangible works or property produced by
me in the course of performing services for or on behalf of the
Company.
5.
No Improper Use of Materials
:
During my employment by the Company I will not improperly use or
disclose any confidential information or trade secrets, if any, of
any former employer or any other person to whom I have an
obligation of confidentiality. I will not bring onto Company
premises any materials belonging to any former employer or any
other person to whom I have an obligation of confidentiality
without the consent of the former employer or person and the
approval of my direct supervisor.
6.
No Conflicting Obligations
: I
represent that my performance of all the terms of this Agreement
and as an employee of the Company does not and will not breach any
agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I
have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.
7.
Return of Company Documents and Other
Company Property
: When I leave the employ of the Company, I
will immediately deliver to the Company any and all drawings,
notes, memoranda, specifications, devices, formulas, and documents
together with all copies thereof; and any other material containing
or disclosing any Third Party Information or Proprietary
Information of the Company. I will also immediately return all
Company property, including but not limited to laptops, pagers,
cell phones, corporate credit cards, keys, and/or access
cards.
8.
Non-Solicitation
: I agree that
during the period of my employment by the Company and for one (1)
year after the date of termination of my employment by the Company,
I will not (i) solicit, assist or in any way encourage any current
employee or consultant of the Company to terminate his or her
employment relationship or consulting relationship with or for the
Company,nor will I solicit the services of any former employee of
the Company whose service has been terminated for less than three
(3) months; nor will I (ii) solicit to the detriment of the Company
and/or for the benefit of any competitor of the Company, take away
or attempt to take away, in whole or in part, any Customer of the
Company or otherwise interfere with the Company’s
relationship with any Customer. For purposes of this paragraph,
“
Customer
”
shall mean each of Company’s customers and actively sought
prospective customers with whom I had material contact with during
my employment, meaning customers (i) with whom I dealt within the
past two years of my employment (ii) whose dealings with Company
were coordinated or supervised by me: or (iii) about whom Iobtained
confidential information in the ordinary course of business through
my association with Company. The restrictions contained herein area
agreed to be reasonable, and it is further agreed that if Company
ceases to provide any such product or service, the foregoing
restriction with respect to such product or service shall terminate
as of such date.
9.
Non-Competition
: During my
employment and for a period of one (1) year after the date that my
employment is terminated, for any reason, I will not, directly or
indirectly, in the state in which I am employed, (i) compete with
the Company in Business or (ii) participate in the ownership,
management, operation, financing, or control of, or be employed in
the same or substantially similarly capacity as I was when working
for the company or consult for or otherwise render services to, any
person, corporation, firm, or other entity that competes with the
Company in Business. Notwithstanding the foregoing, I am permitted
to own up to 1% of any class of securities of any corporation in
competition with the Company that is traded on a national
securities exchange or through Nasdaq. For the purposes of this
Paragraph 9, “
Business
”
shall mean those portions of the Company’s business in which
I actively participated or regarding which I received Proprietary
Information in the business of developing and utilizing
Extracorporeal Shock Wave Technology (ESW) and SANUWAVE’s
Pulsed Acoustic Cellular Expression PACE® technology for
advanced wound care, orthopedic, cardiovascular, and
spine/neurological for human medical purposes (the
“Business”).
10.
Equitable Remedies
: Because my
services are personal and unique and because I will have access to
and become acquainted with Proprietary Information, the Company
shall have the right to enforce this Agreement and any of its
provisions by injunction, specific performance, or other equitable
relief, without bond and without prejudice to any other rights and
remedies that the Company may have for a breach of this
Agreement.
11.
Successors and Assigns:
This
Agreement will be for the benefit of the Company, its successors
and assigns. I expressly agree that the Company has the right to
assign this Agreement.
12.
Governing Law; Exclusive Forum
:
This Agreement will be governed by and construed according to the
laws of the State of Georgia. I hereby irrevocably agree that the
exclusive forum for any suit, action, or other proceeding arising
out of or in any way related to this Agreement shall be in the
state or federal courts in Georgia, and I agree to the exclusive
personal jurisdiction and venue of any court in Fulton County,
Georgia and waive any defense thereto.
13.
Entire Agreement
: This
Agreement is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes
and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under
this agreement, will be effective unless in writing signed by both
parties. Any subsequent change or changed in my duties or
compensation will not affect the validity or scope of this
Agreement. As used in this Agreement, the period of my employment
includes any time during which I subsequently may be retained by
the Company as a consultant.
14.
Severability
: If one or more of
the provisions in this Agreement are deemed unenforceable by law,
then the remaining provisions will continue in full force and
effect. Moreover, it is intended by the parties that this Agreement
is to be enforced to the fullest extent permitted by law.
Accordingly, if a court of competent jurisdiction determines that
the scope and/or operation of any provision of this Agreement is
too broad to be enforced as written, the Company and I intend that
the court should reform such provision to such narrower scope
and/or operation as it determines to be enforceable
15.
Survival
: The provisions of
this Agreement shall survive the termination of my employment and
shall inure to the benefit of any successor in interest of the
Company or other assignee.
I AGREE
AND UNDERSTAND THAT NOTHING IN THIS AGREEMENT SHALL CONFER ANY
RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY,
NOR SHALL IT INTERFERE IN ANY WAY WITH MY RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE MY EMPLOYMENT AT ANY TIME, WITH
OR WITHOUT CAUSE.
THIS
AGREEMENT SHALL BE EFFECTIVE AS OF THE FIRST DAY OF MY EMPLOYMENT
WITH THE COMPANY.
I
UNDERSTAND THAT THIS AGREEMENT RESTRICTS THE DISCLOSURE AND/OR USE
OF THE COMPANY’S PROPRIETARY AND CONFIDENTIAL INFORMATION
DURING OR SUBSEQUENT TO MY EMPLOYMENT WITH THE COMPANY, AND THAT IT
RESTRICTS MY ABILITY TO SOLICIT CUSTOMERS AND EMPLOYEES OF THE
COMPANY AND RESTRICTS MY ABILITY TO COMPETE WITH THE COMPANY
FOLLOWING THE TERMINATION OF MY EMPLOYMENT.
I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS
TERMS.
April 14, 2018
/s/Shri
P. Parikh
Date
Name
ACCEPTED
AND AGREED TO:
SANUWAVE
Health, Inc.
By:
/s/Melissa
Miller
Date:
April 16,
2018
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