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HomeMy WebLinkAbout14-4154s E C T I 0 N A s E C T I 0 N B Supreme Couttof~Pennsylvania Court:'oComm'io ,Pleas Ci V�i1'Cove Sheet 1 Cu be` ndy' Y County For Prothonotary Use Only: T. If/ I ti,. Docket No:%/tf- 1.-//5-3/ li/ V1 .L The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court. Commencement of Action: Petition Declaration of Taking liti Complaint a Writ of Summons ® E Transfer from Another Jurisdiction 1 Lead Plaintiff's Name: Hearing Instruments, Inc. Lead Defendant's Name: Laurie Hruska Dollar Amount Requested: 1 within arbitration limits Are money damages requested? p Yes 1 No (check one) el outside arbitration limits Is this a Class Action Suit? 1 Yes ® No Is this an MDJAppeal? 1 Yes el No . Name of Plaintiff/Appellant's Attorney: Stephen Moniak, Esquire a Self -:Represented 'Pro Se] Litigant) 1 Check here if you have no attorney (are Nature of the Case: Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) O Intentional O Malicious Prosecution Motor Vehicle 0 Nuisance O Premises Liability ID' Product Liability (does not include mass tort) • Slander/Libel/ Defamation O Other: MASS TORT ▪ Asbestos O Tobacco 0 Toxic Tort - DES O Toxic Tort - Implant O Toxic Waste O Other: PROFESSIONAL LIABLITY O Dental ❑ Legal Medical • Other Professional: CONTRACT (do not include Judgments) 0 Buyer Plaintiff O Debt Collection: Credit Card O Debt Collection: Other 0 Employment Dispute: Discrimination IX Employment Dispute: Other Breach of Contract O Other: REAL PROPERTY O Ejectment El Eminent Domain/Condemnation 0 Ground Rent O Landlord/Tenant Dispute O Mortgage Foreclosure: Residential O Mortgage Foreclosure: Commercial • Partition O Quiet Title O Other: CIVIL APPEALS Administrative Agencies ▪ Board of Assessment O Board of Elections El Dept. of Transportation O Statutory Appeal: Other O Zoning Board 0 Other: MISCELLANEOUS 0 Common Law/Statutory Arbitration O Declaratory Judgment • Mandamus 0 Non -Domestic Relations Restraining Order Quo Warranto 0 Replevin 0 Other: Updated 1/1/2011 Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant 2.'1111117 An 11; CUMBERLAND CDU { PEMISYLVAN1A IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ) LAW AND EQUITY NO. 111 - 1/ c/)Iz NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 4//3.76--pelk74� t -77092i p# -g oe9G as Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., ) ) Plaintiff ) ) v. ) ) LAURIE HRUSKA, ) Defendant ) IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. COMPLAINT Plaintiff Hearing Instruments, Inc. ("Hearing Instruments"), by and through its counsel, Rhoads & Sinon LLP, brings this action in law and equity against Defendant Laurie Hruska (hereinafter "Defendant" or "Hruska"). INTRODUCTION Hearing Instruments brings this action to stop the wrongful conduct of the Defendant who is currently employed by Hearing Lab Technology, LLC or Liberty Hearing Aids (collectively "Liberty"), a direct competitor of Hearing Instruments' hearing aid and hearing aid accessory business. Hruska is a former employee of Hearing Instruments, and she is subject to restrictive covenants contained in her Employment Agreement with Hearing Instruments. Those restrictive covenants prohibit Hruska from employment with Liberty within the proscribed geographic area, soliciting Hearing Instruments' customers and/or employees, and/or disclosing Hearing Instruments' confidential and proprietary information. 957197.1 4. PARTIES 1. Hearing Instruments is a Pennsylvania corporation with a principal place of business at 3425 Simpson Ferry Road, Suite 202, Camp Hill, Cumberland County, Pennsylvania. Hearing Instruments is a franchisee of Miracle -Ear, a manufacturer and distributor of hearing aids and hearing aid accessories. Hearing Instruments owns and operates numerous Miracle -Ear locations across the Commonwealth of Pennsylvania. 2. Defendant is an adult individual who resides at 810 Timberidge Drive, Bethel Park, Pennsylvania 15102. 3. Hruska is a former employee of Hearing Instruments, and upon information and belief, is a current employee of Liberty. JURISDICTION AND VENUE 4. This action arises under the laws of this Commonwealth and is within the subject matter jurisdiction of this court. 5. This Court has personal jurisdiction over Defendant pursuant to 42 Pa. C.S. §§5301(a)(1). 6. Venue in this Court is proper pursuant to Pa. R.C.P. 1006(a)(1) because Defendant accepted and signed her Employment Agreement with Hearing Instruments at its headquarters in Cumberland County. 2 FACTUAL BACKGROUND 7. Hruska initially worked for Hearing Instruments from January 5, 2009 through August 31, 2009, and more recently was employed by Hearing Instruments from June 13, 2011 until she left the company on or about April 17, 2014. 8. In connection with and in consideration of her most recent employment with Hearing Instruments, Hruska signed an Employment Agreement that contained certain employment restrictive covenants. A true and correct copy of Hruska's Employment Agreement with Hearing Instruments is attached hereto as Exhibit A. 9. Hruska signed the Employment Agreement at Hearing Instruments' corporate headquarters in Camp Hill, Cumberland County, PA and also completed all corporate training at Hearing Instruments' Camp Hill location. 10. As part of the Employment Agreement, Hruska acknowledged that she would have access to Hearing Instruments' confidential and proprietary information, including, inter alia, its customer lists, and agreed that she would not, at any time, use or otherwise disclose such information for any purpose other than for the purpose and benefit of Hearing Instruments. (See Employment Agreement (Ex. A), ¶115,8; see also Sycle Confident Agreement (Ex. A) ¶1.) 11. It was clear that this confidential and proprietary information was only to be used within the scope of her employment with Hearing Instruments. (See Employment Agreement (Ex. A) ¶8.) 12. Moreover, the Employment Agreement signed by Hruska contains the following restrictive covenant: During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to 3 leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof. I recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. (Employment Agreement (Ex. A), ¶15. (emphasis added).) 13. As set forth in the Employment Agreement, therefore, Hruska agreed not to work, inter alia, for any business which is the same as or substantially similar to Hearing Instruments' business, within a 20 mile radius of "each and every location of [her] employment with the Company". (Employment Agreement (Ex. A), ¶15.) 14. During her most recent employment with Hearing Instruments, Hruska was assigned to and worked at the following locations: Robinson, Pennsylvania, Brentwood, Pennsylvania and Irwin, Pennsylvania. 15. Hruska's last day of employment with Hearing Instruments was on or about April 17, 2014 at which time she voluntarily resigned her employment with the company. 4 16. On April 18, 2014, Hruska informed Hearing Instruments that she intended to work in Greensburg, Pennsylvania but "didn't know the name of the company she was talking to" but would inform Hearing Instruments of the same. 17. That same day, Hearing Instruments' President, Julie Beall -McKelvey, informed Hruska that working in Greensburg, Pennsylvania for a company which is the same or substantially similar to Hearing Instruments' business would be a violation of her Employment Agreement because she worked in an office for Hearing Instruments within a radius of 20 miles of Greensburg, Pennsylvania. 18. On April 19, 2014, Ms. Beall -McKelvey provided Hruska another copy of the Employment Agreement to make certain she was aware of the employment restrictions she agreed to, and requested Hruska to provide the name of her future employer. Hruska was also to return all company materials in her possession to the Hearing Instruments' Robinson, Pennsylvania office on or about April 22 or 23, 2014. 19. On April 22, 2014, Hruska returned certain company materials to Hearing Instruments. 20. On April 24, 2014, Hruska advised Hearing Instruments by e-mail that her attorney "did look -over the non -compete agreement" and "advised [Hruska] to send [Hearing Instruments] the requested information regarding [her] next employer." 21. Despite her attorney's advice, however, Hruska informed Hearing Instruments on the same day that "at this time, I do not have any information to give you. I was looking for employment in Greensburg[,] but that opportunity will not be ready until June 2014. When the exact location is finalized[,] I will email all requested information." 5 22. On June 4, 2014, Hruska informed Hearing Instruments that she "will be working at the following location: Hearing Lab Technology, LLC, Route 30, Greensburg, PA 15601." 23. Upon information and belief, Hearing Lab Technology, LLC owns and/or operates, or, in the near future will own and/or operate, a hearing aid store located inside the Sam's Club at 6211 Route 30, Greensburg, PA 15601 ("Liberty's Greensburg Hearing Aid Store"). 24. Upon information and belief, Hruska has participated in or imminently intends to participate in the opening of Liberty's Greensburg Hearing Aid Store for Hearing Lab Technology, LLC/Liberty Hearing Aids, and be the primary, if the not sole, hearing aid sales consultant at that store. 25. Hearing Lab Technology, LLC/Liberty Hearing Aids is a direct competitor of Hearing Instruments, and its business is the same or substantially similar to Hearing Instruments' business. 26. Liberty's Greensburg Hearing Aid Store at 6211 Route 30, Greensburg, PA 15601 is just 6.2 miles from Hearing Instruments' Irwin office where Hruska worked, which is well within the 20 mile radius prohibited by the Employment Agreement. 27. Further, during the course of her employment with Hearing Instruments, Hruska became familiar with confidential and proprietary information concerning, inter alia, sales methods and techniques, marketing and sales information and data, equipment costs and expenses and customer lists for both current and prospective customers. 28. Indeed, Hearing Instruments invested substantial time, money and resources in training and educating Hruska with regard to its unique sales methods and techniques. 6 29. It is believed, and therefore averred that Hruska is now making use of such confidential and proprietary information to further the business interests of Liberty in clear violation of the terms of her Employment Agreement with Hearing Instruments. 30. Accordingly, by letter dated June 13, 2014, the undersigned counsel sent a cease and desist letter to Hruska, with a copy to Liberty, seeking confirmation that she would honor the terms of her Employment Agreement with Hearing Instruments. A true and correct copy of this letter is attached hereto as Exhibit B. 31. As of the date of the filing of this Complaint, Hruska has not confirmed that she will honor the terms of her Employment Agreement with Hearing Instruments. 32. Upon information and belief, Hruska is working for Hearing Lab Technology, LLC/Liberty Hearing Aids and, unless enjoined by this Court, will continue to violate the terms of her Employment Agreement. IRREPARABLE HARM 33. Hruska agreed that the provisions of her Employment Agreement are reasonably designed to protect Hearing Instruments from irreparable harm. [See Employment Agreements (Ex. A) ¶16(c).] During her employment, she became intimately familiar with Hearing Instruments' confidential and proprietary information concerning, inter alia, sales methods and techniques, marketing and sales information and data, equipment costs and expenses, and customer lists (both current and prospective). 34. Hruska's possession of that knowledge while working for a competitor of Hearing Instruments within the restricted geographic region will result in irreparable harm to Hearing Instruments, which the Employment Agreement was designed to protect against. 7 35. Hearing Instruments has a legitimate belief and concern that Defendant will interfere with Hearing Instruments' business relationships with its customers. She is likely to continue such action unless restrained. 36. Unless restrained, and because of the proprietary and confidential information that Hruska has gained through her employment with Hearing Instruments, her employment with Liberty poses an immediate threat and would very likely cause irreparable harm to Hearing Instruments' current business relationships, business opportunities, goodwill, and business reputation. 37. Unless Defendant is restrained, Hearing Instruments will likely suffer the loss of customers, employees, goodwill, revenues, and profit. COUNT I Breach of Contract 38. Hearing Instruments incorporates paragraphs 1 through 37 as though fully set forth herein. 39. The Employment Agreement previously identified herein was entered into by Hruska in connection with the commencement of her employment with Hearing Instruments, and, as such, is supported by adequate consideration. 40. Hruska is subject to the terms and conditions of her Employment Agreement with Hearing Instruments, whereby she is prohibited from soliciting Hearing Instruments' employees or customers for a period of two (2) years, and she is prohibited from competing against Hearing Instruments, directly or indirectly, for a period of two (2) years and within a radius of twenty (20) miles of each location where she worked as an employee of Hearing Instruments. 8 41. Hruska's continued employment with Liberty is in direct violation of her Employment Agreement in that she is competing with Hearing Instruments inside the twenty (20) mile restricted area. 42. During her employment with Hearing Instruments, Hruska learned trade secrets and obtained confidential information regarding Hearing Instruments' customer lists, marketing strategies, pricing, costs, and sales of hearing aids and hearing aid accessories. 43. Hruska, whether consciously or unconsciously, will subject such information to disclosure while competing directly with Hearing Instruments as an employee of Liberty. 44. As a result of the foregoing, Hearing Instruments has been harmed and will continue to be harmed, and, therefore, is entitled to all relief previously agreed to by the parties pursuant to her Employment Agreement, namely, injunctive relief (both preliminarily and permanently), the receipt of compensatory and/or liquidated damages, and such other legal or equitable relief that this Court deems just and proper. COUNT II Breach of Fiduciary Duty 45. Hearing Instruments incorporates paragraphs 1 through 44 as though fully set forth herein. 46. The actions taken by Hruska, as set forth above, constitute a breach of her fiduciary duty and obligation to Hearing Instruments arising from her confidential relationship with Hearing Instruments. 47. As a result of the aforementioned breach of fiduciary duty, Hearing Instruments will be injured in that it will suffer in its business relationships and lose customers, business, reputation, and/or goodwill. Hearing Instruments lacks an adequate remedy at law and, unless 9 enjoined by this Court, Hruska will continue to cause irreparable injury and damage to Hearing Instruments as a result of the wrongful acts complained of herein. COUNT III Violation of Pennsylvania Uniform Trade Secrets Act 48. Hearing Instruments incorporates paragraphs 1 through 47 as though fully set forth herein. 49. As set forth above, Hruska is in possession of valuable proprietary information and trade secrets concerning Hearing Instruments' business, and such information and trade secrets are protected by the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S. §§5301 et seq. ("PUTSA"). 50. Defendant knows that that the aforementioned proprietary information and trade secretes were acquired under circumstances giving rise to a duty to maintain their secrecy and limit their use. 51. Defendant has used, or will inevitably use, the aforementioned proprietary information and trade secrets to the advantage of Liberty and to the detriment of Hearing Instruments. 52. Unless Defendant is enjoined from the use and disclosure of Hearing Instruments' proprietary information and trade secrets, Hearing Instruments will suffer irreparable harm and unascertainable monetary damages. 53. As a result of the foregoing, Hearing Instruments is entitled to injunctive relief prohibiting Defendant from disclosing Hearing Instruments' proprietary information and trade secrets pursuant to 12 Pa. C.S. §5303, compensatory damages in an amount yet to be determined pursuant to 12 Pa. C.S. §5304(a), costs, and such other legal or equitable relief that this Court deems just and proper. 10 COUNT IV Tortious Interference with Current and Prospective Business Relationships 54. Hearing Instruments incorporates paragraphs 1 through 53 as though fully set forth herein. 55. The actions taken by Defendant, as set forth above, were, and are, intended to harm Hearing Instruments by interfering with Hearing Instruments' current and prospective business relationships. 56. Defendant is aware that her actions violate the aforementioned Employment Agreement. 57. In addition, Defendant is in possession of confidential information and trade secrets owned and developed by Hearing Instruments, and she has used or intends to use, whether consciously or unconsciously, such information to impact Hearing Instruments' ability to perform business and cause current and prospective customers to do business with Liberty instead of with Hearing Instruments. 58. Defendant lacks privilege or justification for such interference. 59. As a result of Defendant's conduct, she has or will impact Hearing Instruments' current and prospective business relationships and has caused, and/or will cause Hearing Instruments to sustain harm. 60. As a result of the foregoing, Hearing Instruments is entitled to injunctive relief prohibiting Defendant from solicitation of Hearing Instruments' employees, customers, and prospective customers, and is further entitled to compensatory and punitive damages in an amount yet to be determined and such other legal or equitable relief that this Court deems proper. 11 COUNT V Unfair Competition 61. Hearing Instruments incorporates paragraphs 1 through 60 as though fully set forth herein. 62. By engaging in the aforementioned conduct, Defendant has engaged in unfair competition with Hearing Instruments. 63. The actions of Defendant have been willful, intentional, and unprivileged, and have caused, and are continuing to cause, irreparable harm as well as imminent monetary damages to Hearing Instruments in an amount yet to be determined. PRAYER FOR RELIEF WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests: (1) After a hearing, that a preliminary injunction issue against Defendant Laurie Hruska from competing with Plaintiff for a period of two (2) years from the termination of her employment with Hearing Instruments within a 20 mile radius of any Hearing Instruments' location she worked; from soliciting or doing business with Hearing Instruments' customers, both current and prospective, and from disclosing Hearing Instruments' trade secrets or confidential information to anyone; (2) A permanent injunction against Defendant from competing with Hearing Instruments (upon the same durational conditions as the preliminary injunction), from soliciting or doing business with Hearing Instruments' customers, both current and prospective, and from disclosing Hearing Instruments' trade secrets or confidential information to anyone; and 12 (3) A judgment in favor of Hearing Instruments and against Defendant for all direct, consequential, compensatory, incidental, liquidated, and special damages arising out of her aforementioned wrongful conduct, in an amount believed to exceed the jurisdictional threshold for compulsory arbitration, including costs and such other legal or equitable relief that this Court deems proper. RHOADS & SINON LLP B odd J. Shill Stephen Moniak One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. 13 VERIFICATION Julia C. Beall -McKelvey, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities, that she is the President of Hearing Instruments, Inc., that she makes this verification by its authority and that the facts set forth in the foregoing Complaint are true and correct to the best of her knowledge, information and belief. Date 957210.1 . J Julia Beall-McKe vey EXHIBIT A 621213413.1 EMPLOYMENT AGREEMENT HEARING INSTRUMENTS, INC. In consideration of my employment or continued employment by HEARING INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp Hill, Pennsylvania (referred to as the "Company") and the compensation paid to me by the Company from time to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. 1. I agree that during my employment. with the Company, I will devote my fill business time and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than for the Company: I acknowledge that this Agreement does not create any obligation on my part to work for the Company, or on the part of the Company to employ me, for any fixed period of time, and my employment is at will and may be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or under any specific terms or conditions. 2. Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the term of this Agreement. The rate of compensation will be determined in advance by the Company and provided in writing to Employee, a copy of which is attached hereto as Exhibit "A". Compensation will be paid based on monies received by Company on Employee's sales and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in full. Employee understands that compensation rates will change from tune to time as conditions, prices, expenses, etc. change, determined by Company. 4. 1 acknowledge and agree that all Confidential Information is the property of the Company and that 1 have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which may be valuable to the Company, as a consequence of my employment by the Company, including, but not limited to, information that I have conceived, originated, devised, discovered, invented, or developed, either alone or with others, 5. (a) I acknowledge that, in and as a result of the provision by me of services to the company, I shall or may be making use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to spell matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists of customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"). As a material inducement to the Company to engage my services (or to continue to so engage my services) and to pay to me compensation for such services to be rendered to the Company by me (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), I covenant and agree that I shall not, for any purpose, other than the purposes of the Company, at any time during or following the terms of my provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such 1 Confidential Information which has been obtained by or disclosed to me as a result of the Company's engagement of my services. (b) I agree I may not copy or otherwise duplicate any such Confidential Information in whole or in part, without the prior written approval of the Company, except in connection with and in accordance with the terms hereof. I agree I shall use all reasonable means to safeguard any Confidential Information to which 1 have access and retain it in a safe and secure place. (c) I shall use every reasonable and prudent precaution to ensure that any individual to whom such Confidential Information is or has been disclosed (in connection with the provision by me of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or otherwise use such Confidential Information except pursuant to the terms of this Agreement during, and subsequent to the termination of the relationship between me and such individual. 6. I agree to abide by all state and federal laws governing the sale and service of hearing aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty days after employment termination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In the event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any state and federal law governing sale and service of hearing aids, no unpaid commissions or bonus will be paid or shall be considered due to an employee. (b) Employee agrees to report to Company each business day all sales and services performed and all monies collected by employee. Employee also agrees to submit within 48 hours of collection all monies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions from monies received. All monies, checks or drafts received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which I have access shall be used by me solely in connection with my employment by the Company. It shall not be used either internally or externally by me for any use outside the purpose and scope of my employment by the Company. I shall not make the Confidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. I agree that I will not take with me any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of my employment with the Company, for any reason whatsoever, without the prior written consent of the Company. I also agree that upon termination of my employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under my control to the Company. I further agree that upon termination of my employment with the Company for any reason whatsoever, I will return to the Company any property of the Company within my possession or control. 2 10. Neither this Agreement, nor any of the rights and obligations under this Agreement of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's written consent. 11. I agree not to engage in any business directly or indirectly competitive with any business of the Company without the Company's prior written consent during the period of my employment with the Company, alone or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual, 12. (a) I agree to devote my best efforts to the work assigned to me by the Company. If I have any other employment, I will advise the Company at the thne of hire. If there is any substantial change in the degree of time or effort required of such other work, I will also advise the company of such change. (b) I will not initiate, continue, or expand such outside employment without the express written permission of the Company. 13, (a) 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 proprietary information acquired by me in confidence 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 with this Agreement. (b) I agree to advise the Company of the identity of any successor employer for whom I am scheduled to work, prior to the time I terminate employment with the Company. I further agree to disclose to any future employer the existence of this Agreement and my obligations hereunder. 14. If and when I leave the employ of the Company for any reason whatsoever, I agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee who had worked for the Company duruig any thne period when I worked for the Company. I expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with the or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalfofor in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof. I recognize that from time to thne my employment may be at different locations and that this paragraph 15 applies to each and every Iocation of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. 3 16. (a) If any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court of competent jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and me concerning the subject matter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants and conditions. (c) I acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terms hereof. I agree that in the event of a breach of either Paragraph 11 or Paragraph 15 of this Agreement by me, 1 will be liable to Company as liquidated damages in an amount of money equal to the total sum of any sales by me as Employee on my own behalf or on behalf of others contrary to the best interests of Company. In addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. I acknowledge that I have previously made my living in other fields and that the restrictive provisions of this Agreement in no way prevent me from earning a living in the event I should breach these provisions. (d) This Agreement shall be binding upon me irrespective of the duration am), employment with the Company or the amount of my salary, wages or comtnissions. For purposes of this Agreement, the period of my employment shall include any time during which I am retained as a consultant by the Company. My obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (e) I understand, acknowledge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (0 willingly. I warrant and represent that 1 have the legal right to enter into this Agreement and that I do so (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement are for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. 0) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement. Any representation, promise or condition not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties. 4 17. Employee agrees to work the minimum office hours which are 9:00 am to 5:00 pin, In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours may be amended from time to time by the company with consent from the employee. 18. Employee understands that as a part of training, and for fi►htre evaluations, the Company will, from time to time, be monitoring sessions with clients or customers. I hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes. 19. Receipt of Copy of Agreement. I hereby acknowledge receipt of a duplicate copy of this Agreement. I ACKNOWLEDGE THAT BEFORE SIGNING BELOW I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UN RSTAND THE SAME. Dated:( -012.a/1/ Signahn ACCEPTED AND AGREED FOR: Hearing Instruments, Inc. (Company) Date: 6 ' �o - / Date: 5 EXHIBIT "A" Compensation for Laurie Waltz will be as follows: Beginning on Wednesday June 15, 2011 compensation will be a $750/week salary for 2 weeks. Beginning Monday June 271°, 2011 compensation will be a $300/week draw against commissions with 15% commission paid on all product lines. PA State Hearing Aid Fitters Exam: • After employee has successfully passed the PA State Hearing Aid Fitters Exam, the compensation plan will be a $300/week draw against commissions with 17% commission paid on all product lines. • Employee must take the PA State Exam on the first available testing day after hiring which will be October 28th, 2011. Bonus structure: • A 3% bonus will be paid on net sales of $130,000 or more sold in a calendar quarter. The bonus will be considered to be earned 60 days after the end of the quarter on all products satisfactorily delivered. • if any quarterly bonus level is not earned but net sales of $500,000 in a calendar year is achieved, the 3% bonus will still be paid. • An additional 2% bonus will be paid on net sales of $700,000 in a calendar year. • All sales made from any office will count toward bonus. Health Insurance Contributions: • After 90 days, employee will receive $200.00 per month as a contribution to their own Health Insurance Plan. Commissions on Batteries/Accessories: • Beginning with the first fifll month on the draw system, employee will receive 17% commission on all batteries and accessories sold Vacation: • After 1 year of employment, employee will receive 2 weeks vacation and 5 personal days. See Time and attendance procedure document for additional information on requesting time off. Because employee is on draw/commission, this time is not paid. 401K Plan: • Employee will qualify, after 6 months, for participation in the company retirement plan. Employee is responsible for contacting the corporate accountant at our corporate office within 6 months of employment to become enrolled in the company retirement plan. From time to time the company will promote special events and deeply discounted sales. The commission amount will vary with each situation. Compensation arrangements in the future will change as circumstances change. Sv°cle Confident Agreement Form of Confidentiality Agreement for employees, agents, representatives, third party suppliers, and all other Individuals or entities who utilize or may have access to Confidential information THIS AGREEMENT is made as of this day, l„ /Z 6 , 2011 by and between Hearing Instruments, Inc. ("Franchisee") and Laurie Waltz ("Confidant"). RECITALS A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that certain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Agreements"). B. Franchisee has received and will periodically receive Confidential information of Miracle -Ear. "Confidential Information" includes the whole or any portion of know-how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained in any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which Miracle -Ear describes the Miracle -Ear® System or any operational policies, manuals, standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Miracle -Ear® centers. C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential information, may not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information. D. Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whom Franchisee has disclosed the Confidential Information. E. Confidant wants to become or currently is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, THEREFORE, in consideration of foregoing, the payment of $1.00 that at the time of execution of this Agreement Franchisee is paying to Confidant, and the mutual covenants and reliance of the parties, the parties agree as follows; 1. Confidant agrees that (a) it will treat as confidential and will not disclose the Confidential Information which may be made or become available to Confidant; (b) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose which may be detrimental to Miracle -Ear or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this date, Confidant has never disclosed Confidential Information to any third party, with the exception of third parties with whom Confidant has subcontracted for the performance of some or all of Confidant's obligations to Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph I hereof. 3. Nothing stated herein shall preclude the disclosure of Confidential Information in response to a valid order of a court, governmental agency or other goveriunental body or any political subdivision thereof or as otherwise required by law, provided, however, that if Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify Miracle -Ear and Franchisee promptly so that Miracle -Ear and Franchisee may seek a protective order or other appropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of this Agreement. Confidant agrees to use reasonable efforts to cooperate with Miracle - Ear and Franchisee in connection with Miracle -Ear's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. In the event of a breach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to an injunction restraining 7 such breach or to a decree of specific performance, without showing or proving any actual damage and without any obligation to post bond or grant any other type of guaranty, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such tune as a final and binding determination is made. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that Miracle -Ear might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No modification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless made in writing and signed by the party to be charged thereby and by Miracle -Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a waiver. This Agreement may not be assigned by Confidant without the express prior written consent of Miracle -Ear. 6. The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to this Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suitor demand allegedly arising from or related to the terms of this Agreement must be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State courts located in Hennepin County, Minnesota; (ii) by Miracle -Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State courts located in Hennepin County, Minnesota, or in the competent courts located in the State where Confidant has its domicile at the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. All parties hereby waive any and all rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, or any legal action initiated for the recovery of damages for breach of this Agreement. 8. Franchisee and Confidant expressly agree that Miracle -Ear is a third party beneficiary of this Agreement and as such Miracle -Ear shalt have the right to enforce any and all remedies available upon the violation of any of the provisions under this Agreement. In addition, Miracle -Ear may require Franchisee to bring any action that Miracle -Ear considers appropriate in the event of any breach by Confidant hereunder. In the event that Miracle -Ear or Franchisee make a claim that Confidant has violated Confidant's obligations under this Agreement, Confidant will have the burden ofproving that such violation did not occur. 9. Confidant confirms they understand and will comply with all State and Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or c hninal actions. Confidant also affirms their future compliance with such regulations including that they shall; I) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific written authorization of an additional location for access; 2) use only the unique Username assigned to confidant when accessing the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of their logon credentials; 3) shall enter true and accurate information into the system, and understand that entry of such information constitutes their affirmation of such information by means of a legal electronic signature. [N WITNESS WHEREOF, the parties have caused this Agreement to be executed in the manner appropriate to each. FRANCHISEE CONFIDANT Hearing Instruments, Inc. C ,s_ekildF-/(e0d (Employe- By: EmployeBy: Julia C. McKelvey By: Its: President and CEO S (Print Name) /12- l EXHIBIT B RHOADS &SINONLLP June 13, 2014 Re: Hearing Instruments, Inc. Laurie Ann Hruska, AS, BS, BC -HIS 810 Timberidge Drive Bethel Park, PA 15102 Dear Ms. Hruska: Stephen Moniak ph (717) 237-6732 fx (717)236-8623 smoniak@rhoads-sinon.com Reply to Harrisburg Office FILE No: 5290/37 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED We are writing on behalf of our client, Hearing Instruments, Inc. ("Hearing Instruments "). As you know, you are bound by the terms of your Employment Agreement ("Agreement") with Hearing Instruments, a copy of which is enclosed for your reference. Pursuant to the terms of this Agreement, you agreed to the following restrictive covenants: During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof 1 recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to One South Market Square, 12th Floor • P.O. Box 1146 • Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 www.rhoads-sinon.cont June 13, 2014 Page 2 each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. (Employment Agreement, ¶ 15. (emphasis added).) Pursuant to the terms of this Agreement, you further agreed not to, "for any purpose, other than the purposes of the Company, at any time during or following the terms of [your] provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such Confidential Information which has been obtained by or disclosed to [you] as a result of the Company's engagement of [your] services." (Id. ¶ 5(a).) Additionally, you specifically agreed not to "take with [you] any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of [your] employment with the Company, for any reason whatsoever, without the prior written consent of the Company" and that, upon termination of your employment, "to promptly deliver [to the Company] all such materials [and any property of the Company] in [your] possession or under [your] control." (Id. 11 9.) Upon your resignation of employment with Hearing Instruments on or about April 18, 2014, you were reminded of the above employment restrictions and you requested another copy of your Agreement which was provided to you the following day on April 19, 2014. Although Hearing Instruments requested that you identify the name of your subsequent employer as required by the Agreement, you did not do so until June 4, 2014, when you advised of your intentions to work for Hearing Lab Technology, LLC, located on Route 30 in Greensburg, PA. Hearing Lab Technology, LLC appears to be affiliated with Liberty Hearing Aids, a direct competitor of Hearing Instruments. Moreover, your intended work location would be violative of your Agreement. This location is located well within twenty (20) miles of at least one of the areas you serviced while employed by Hearing Instruments. Therefore, your intended employment would be a clear violation of the terms of your Agreement. By this letter, you are hereby advised that should you choose to work for Hearing Lab Technology, LLC or Liberty Hearing Aids at the intended location on Route 30 in Greensburg, PA, that such employment would be a direct violation of the terms of your Agreement. Hearing Instruments would be entitled to damages, including injunctive relief compelling your specific performance and compliance with the terms of your Agreement. In addition, Hearing Instruments will be entitled to liquidated damages in an amount equal to the total sum of any sales made by you as an employee of Hearing Lab Technology or Liberty. June 13, 2014 Page 3 In addition, because you may not have informed Hearing Lab Technology or Liberty that you are subject to the enclosed restrictive covenants, and because your violation of these covenants may subject your employer to liability, we also are mailing a copy of this letter to Hearing Lab Technology's offices and Liberty's offices at their home offices in Grand Prairie, Texas. By this letter, we also demand that you immediately return all Company property and Confidential Info'illation (and any copies you may have made of the same) that you have not previously returned to Hearing Instruments. Hearing Instruments demands that you respond in writing within seven (7) days of the date of this letter and confirm that: (1) You will not work for Hearing Lab Technology or Liberty at the intended location at Route 30, Greensburg, PA, or any other location that would violate your Agreement; and (2) that you will honor the terms of your Agreement. All correspondence should be addressed to this office directly, and not to Hearing Instruments. If we do not hear from you, we will assume that you have chosen to ignore your obligations under the Agreement. Should that occur, Hearing Instruments will take any and all appropriate legal action to protect its interests, which will include legal action to obtain injunctive relief in addition to any other remedies available to it such as liquated damages as set forth above. We trust that you will not make this necessary. Very truly yours, RHOADS & SINON LLP Enclosure cc: Julia C. Beall -McKelvey (w/o encl.) Hearing Lab Technology, LLC (w/encl.) Liberty Hearing Aids (w/encl.) tephen oniak EMPLOYMENT AGREEMENT HEARING INSTRUMENTS, INC. In consideration of my employment or continued employment by )-TEARING INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp H111, Pennsylvania (referred to as the "Company") and the compensation paid to me by the Company from tune to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. I . I agree that during my employment with the Company, I will devote my full business time and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than for the Company: 1 acknowledge that this Agreement does not create any obligation on my part to work for the Company, or on the part of the Company to employ me, for any fixed period of time, and my employment is at will and may be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or under any specific terms or conditions. 2. Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the term of this Agreement. The rate of compensation will be determined in advance by the Company and provided in writing to Employee, a copy of which is attached hereto as Exhibit "A". Compensation will be paid based on monies received by Company on Employee's sales and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in full. Employee understands that compensation rates will change from time to time as conditions, prices, expenses, etc. change, determined by Company. 4. 1 acknowledge and agree that all Confidential Information is the property of the Company and that I have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which may be valuable to the Company, as a consequence of my employment by the Company, including, but not limited to, information that 1 have conceived, originated, devised, discovered, invented, or developed, either alone or with others, 5. (a) 1 acknowledge that, in and as a result of the provision by me of services to the company, I shall or may be making use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists of customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"). As a material inducement to the Company to engage my services (or to continue to so engage my services) and to pay to me compensation for such services to be rendered to the Company by Inc (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), I covenant and agree that I shall not, for any purpose, other than the purposes of the Company, at any time during or following the terms of my provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such 1 Confidential Information %vhich has been obtained by or disclosed to me as a result of the Company's engagement of' my services. (b) I agree 1 may not copy or otherwise duplicate any such Confidential Information in whole or in part, without the prior written approval of the Company, except in connection with and in accordance with the terms hereof. I agree 1 shall use all reasonable means to safeguard any Confidential Information to which I have access and retail it in a safe and secure place. (c) l shall use every reasonable and prudent precaution to ensure that any individual to whom such Confidential Information is or has been disclosed (in connection with the provision by nue of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or otherwise use such Confidential Information except pursuant to the terms of this Agreement during, and subsequent to the termination of the relationship between me and such individual. 6. 1 agree to abide by all state and federal laws governing the sale and service of hearing aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty days after employment termination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In the event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any state and federal law governing sale and service of hearing aids, no unpaid conunissions or bonus will be paid or shall be considered due to an employee. (b) Employee agrees to report to Company each business day all sales and services performed and all monies collected by employee. Employee also agrees to submit within 48 hours of collection all monies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions from monies received. All monies, checks or drafts received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which I have access shall be used by me solely in connection with my employment by the Company. It shall not be used either internally or externally by me for any use outside the purpose and scope oftny employment by the Company. 1 shall not make the Confidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. l agree that 1 will not take with nie any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of my employment with the Company, for any reason whatsoever, without the prior written consent of the Company. I also agree that upon termination of my employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under niy control to the Company. I further agree that upon termination of my employment with the Company for any reason whatsoever, I will return to the Company any property of the Company within my possession or control. 10. Neither this Agreement, nor any of the rights and obligations under this Agreement of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's written consent. 11. I agree not to engage in any business directly or indirectly competitive with any business of the Company without the Company's prior written consent during the period ()filly employment with the Company, alone or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual, 12. (a) 1 agree to devote my best efforts to the work assigned to me by the Company. If I have any other employment, I will advise the Company at the time of hire. If there is any substantial change in the degree of time or effort required of such other work, I will also advise the company of such change. (b) I will not initiate, continue, or expand such outside employment without the express written permission of ttre Company. 13, (a) 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 proprietary information acquired by me in confidence prior to my employment by the Company. I have not entered into, and I agree 1 will not enter into, any agreement either written or oral in conflict with this Agreement. (b) 1 agree to advise the Company of the identity of any successor employer for whom 1 am scheduled to work, prior to the time 1 terminate employment with the Company. I further agree to disclose to any future employer the existence of this Agreementand my obligations hereunder. 14. If and when I leave the employ of the Company for any reason whatsoever, I agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee wlio had worked for the Company during any time period when 1 worked for the Company. I expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which 1 am or may become associated, nor will 1 directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that t shall not, for a continuous uninterrupted period commencing upon the expiration or termination of' my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of20 miles thereof. I recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company, The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. 3 16. (a) If any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court of competent jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and me concerning the subject matter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants and conditions. (c) I acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terms hereof I agree that in the event of a breach of either Paragraph 11 or Paragraph 15 of this Agreement by me, 1 wi11 be liable to Company as liquidated damages in an amount of money equal to the total sum of any sales by me as Employee on my own behalf or on behalf of others contrary to the best interests of Company. In addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. I acknowledge that I have previously trade my living in other fields and that the restrictive provisions of this Agreement in no way prevent me from earning a living in the event I should breach these provisions. (d) This Agreement shall be binding upon me irrespective of the duration of my employment with the Company or the amount of my salary, wages or commissions. For purposes of this Agreement, the period of nay employment shall include any time during which I am retained as a consultant by the Company. My obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (e) I understand, acknowledge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (f) willingly. I warrant and represent that 1 have the legal right to enter into this Agreement and that I do so (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement are for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. (j) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement. Any representation, promise or condition not incorporated (herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties. 17. Employee agrees to work the minimum office hours which are 9:00 am to 5:00 pm, In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours may be amended from time to time by the company with consent from the employee. 18. Employee understands that as a part of training, and for future evaluations, the Company will, from time to time, be monitoring sessions with clients or customers. 1 hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes. 19. Receipt of Copy of Agreement. I hereby acknowledge receipt of a duplicate copy of this Agreement. I ACKNOWLEDGE THAT BEFORE SIGNING BELOW I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UN RSTAND THE SAME. Dated: Z C /% / Signat,i ACCEPTED AND AGREED FOR: Hearing Instruments, Inc. (Company) (Etnplo Date: G - zU f 5 EXHIBIT "A" Compensation for Laurie `Waltz will be as follows: Beginning on Wed nesdav June 15, 2011 compensation will be a $750/week salary for 2 tveeks. Beginning Monday June 27th, 2011 compensation will be a $300/week draw against commissions with 15% cotrunission paid on all product lines. PA State Hearing Aid Fitters Exam: • After employee has successfully passed the PA State Hearing Aid Fitters Exam, the compensation plan will be a $300/week draw against commissions with 17% commission paid on all product lines. • Employee must take the PA State Exam on the first available testing day after hiring which will be October 28'h, 201 I . Bonus structure: • A 3% bonus will be paid on net sales of $130,000 or more sold in a calendar quarter. The bonus will be considered to be earned GO days after the end of the quarter on all products satisfactorily delivered. • If any quarterly bonus level is not earned but net sales of $500,000 in a calendar year is achieved, the 3% bonus will stilt be paid. • An additional 2% bonus will be paid on net sales of $700,000 in a calendar year. • All sales made from any office wilt count toward bonus. Health Insurance Contributions: • After 90 days, employee will receive $200.00 per month as a contribution to their own Health Insurance Plan. Commissions ou Batteries/Accessories: • Beginning tvith the first fu1l month on the draw system, employee will receive 17% commission on all batteries and accessories sold Vacation: • After I year of employment, employee will receive 2 tveeks vacation and 5 personal days. See Time and attendance procedure document for additional information on requesting time off Because employee is on draw/commission, this time is not paid. 401K Plan: • Employee will qualify, after 6 mouths, for participation in the company retirement plan. Employee is responsible for contacting the corporate accountant at our corporate office within 6 months of employment to become enrolled in the company retirement plan. From time to time the company will promote special events and deeply discounted sales. The commission amount will vary with each situation. Compensation arrangements in the future will change as circumstances change. G Sycle Confident Agreement Form of Confidentiality Agreement for employees, agents, representatives, third pally suppliers, and all other Individuals or entities who utilize or niay have access to Confidential Information THIS AGREEMENT is made as of this day, CF, /Z ' , 2011 by and between Hearing Instruments, Inc. ("Franchisee") and Lanrie Waltz ("Confidant"). RECITALS A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that certain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Agreements"). B. Franchisee has received and will periodically receive Confidential Information of Miracle -Ear. "Confidential Information" includes the whole or any portion of know-how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained in any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which Miracle -Ear describes the Miracle -Ear ';# Systems or any operational policies, manuals; standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Miracle -Ear® centers, C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential Information, may not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information, D. Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whom Franchisee has disclosed the Confidential Information. E. Confidant wants to become or currently is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, THEREFORE, in consideration of foregoing, the payment of $1.00 that at the time of execution of this Agreement Franchisee is paying to Confidant, and the Mutual covenants and reliance of the parties, the parties agree as follows: I. Confidant agrees that (a) it will treat as confidential and will not disclose the Confidential Information which may be made or becotne available to Confidant; (b) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose which may be detrimental to Miracle -Ear or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this date, Confidant has never disclosed Confidential Information to any third party, twirl the exception of third parties with whom Confidant has subcontracted for the performance of some or all of Confidant's obligations to Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph I hereof. 3. Nothing stated herein shall preclude the disclosure of -Confidential Information in response to a valid order of a court, governmental agency or other governmental body or any political subdivision thereof or as otherwise required by law, provided, however, that if -Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify Miracle -Ear and Franchisee promptly so that Miracle -Ear and Franchisee may seek a protective order or other appropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of thins Agreement. Confidant agrees to use reasonable efforts to cooperate with Miracle - Ear and Franchisee in connection with Miracle -Ear's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. In the event of a breach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to an injunction restraining 7 such breach or to a decree of specific performance, without showing or proving any actual damage and without any obligation to post bond or grant any other type of guaranty, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that iviracle-Ear might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No modification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless made in writing and signed by the party to be charged thereby and by Miracle -Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a waiver. This Agreement may not be assigned by Confidant without the express prior written consent of Miracle -Ear. G. The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to this Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement must be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State courts located in Hennepin County, Minnesota; (ii) by Miracle -Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State courts located in Hennepin County, Minnesota, or in the competent courts located in the State where Confidant has its domicile at the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. All parties hereby waive any and all rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, or any legal action initiated for the recovery of damages for breach of this Agreement. 8. Franchisee and Confidant expressly agree that Miracle -Ear is a third pally beneficiary of this Agreement and as such Miracle -Ear shall have the right to enforce any and all remedies available upon the violation of any of the provisions under this Agreement. In addition, Miracle -Ear may require Franchisee to bring any action that Miracle -Ear considers appropriate in the event of any breach by Confidant hereunder. i n the event that Miracle -Ear or Franchisee make a claim that Confidant has violated Confidant's obligations under this Agreement, Confidant will have the burden of proving that such violation did not occur. 9.. Confidant confirms they understand and will comply with all State and Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or criminal actions. Confidant also affirms their future compliance with such regulations including that they shall; 1) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific written authorization of an additional location for access; 2) use only the unique Username assigned to confidant when accessing the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of their logon credentials; 3) shall enter true and accurate information into the system, and understand that entry of such information constitutes their affirmation of such information by means of a legal electronic signature. N WITNESS WHEREOF, the parties have caused this Agreement to be executed in the manner appropriate to each. FRANCHISEE Hearing inshvments, inc. (1,.,t.. c.( 1..ii- /Kp By: Julia C. McKelvey Its: President and CEO CONFIDANT S (Print Name) f Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments,. Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant JUL 17 El ! .CUMBERLAND CCUH PEII'NSYLVANIA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 1q- ws-2/ vw�C ----/F7/v) MOTION FOR PRELIMINARY INJUNCTION Plaintiff Hearing Instruments, Inc. ("Hearing Instruments"), by and through its counsel, Rhoads & Sinon LLP, hereby moves this Court pursuant to Pa.R.C.P. 1531 for an Order granting a Preliminary Injunction in its favor, and in support thereof, avers the following: 1. The Complaint, filed by Hearing Instruments on contemporaneously herewith, is attached as Exhibit 1 and is incorporated by reference as though set forth in full. 2. Hearing Instruments moves for a Preliminary Injunction pursuant to Pa. R.C.P. No. 1531. 3. Defendant Laurie Hruska ("Hruska" or "Defendant") has irreparably harmed Hearing Instruments and will continue to irreparably harm Hearing Instruments unless this Court intervenes. Hruska, a former employee of Hearing Instruments, has breached her noncompetition covenant by accepting employment with Hearing Lab Technology, LLC or Liberty Hearing Aids (collectively "Liberty"), a direct competitor of Hearing Instruments. 957348.1 Further, Hearing Instruments' proprietary and confidential information is, upon information and belief, at substantial risk of being unlawfully transferred by Hruska to Liberty. 4. As noted in the Complaint, Hruska has breached, or will likely breach, her contractual and/or common law duties owed to Hearing Instruments, including: a. Hruska's agreement to not be employed by or assist a business which is the same or substantially similar to Hearing Instruments' business for a period of two (2) years and within a twenty (20) mile radius of each Hearing Instruments location where she worked following termination of her employment; b. Hruska's agreement to not solicit Hearing Instruments' clients or customers for a period of two (2) years after termination of her employment; c. Hruska's agreement to not disclose Hearing Instruments' confidential and proprietary information; e. Hruska's common law duty not to interfere with Hearing Instruments' contractual and prospective contractual relations with its customers and prospective customers; f. Hruska's statutory and/or common law duty not to misappropriate or disclose Hearing Instruments' confidential information or trade secrets; and Hruska's common law duty not to unfairly compete with Hearing Instruments. g. 2 s 5. For the reasons stated in the Complaint and accompanying Memorandum of Law, unless and until Hruska is enjoined from breaching her contractual and/or common law duties to Hearing Instruments, Hearing Instruments is and will continue to be irreparably harmed in the nature of: a. loss of and/or damage to relationships with clients and customers, both current and prospective; b. loss of business reputation; and c. loss and disclosure of Hearing Instruments' confidential and proprietary information. 6. Relief is necessary to prevent immediate and irreparable harm that cannot be adequately compensated by money damages. 7. Greater injury will occur from refusing to grant the injunction than from granting the injunction. 8. The injunction will restore the parties to their status quo as it existed before the alleged wrongful conduct. 9. Hearing Instruments is likely to prevail on the merits. 10. The injunction is reasonably suited to abate the offending activity. 11. The public interest will not be harmed if the injunction is granted. 3 WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests that a preliminary injunction in the form attached hereto be issued which enjoins Laurie Hruska from engaging in the wrongful conduct described above. By: 4 Respectfully submitted, RHOADS & SINON LLP odJ.S ill Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. 4 618229.1 EXHIBIT 1 s E C T I 0 N A s E C T I 0 N Supreme Court if Pennsylvania Courtryiiff.Co nmon P • leas Civil ,Cover Sheet CUAerland. County For Prothonotary Use Only: Docket No: The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court. Commencement of Action: Petition Declaration of Taking El Complaint 1 Writ of Summons lr al Transfer from Another Jurisdiction 1• Lead Plaintiff's Name: Hearing Instruments, Inc. Lead Defendant's Name: Laurie Hruska Dollar Amount Requested: 1 within arbitration limits Are money damages requested? fl Yes 1 No (check one) Q outside arbitration limits Is this a Class Action Suit? Yes ® No Is this an MDJAppeal? 1 Yes El No Name of Plaintiff/Appellant's Attorney: Stephen Moniak, Esquire a Self -Represented IPro Sel Litigant) 1 Check here if you have no attorney (are Nature of the Case: Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) Q Intentional El Malicious Prosecution El Motor Vehicle O Nuisance O Premises Liability D Product Liability (does not include mass tort) El Slander/Libel/ Defamation • Other: MASS TORT O Asbestos O Tobacco O Toxic Tort - DES El Toxic Tort - Implant O Toxic Waste O Other: PROFESSIONAL LIABLITY El Dental • Legal • Medical O Other Professional: CONTRACT (do not include Judgments) • Buyer Plaintiff E Debt Collection: Credit Card Q Debt Collection: Other Employment Dispute: Discrimination 0 Employment Dispute: Other Breach of Contract ▪ Other: REAL PROPERTY El Ejectment El Eminent Domain/Condemnation © Ground Rent © Landlord/Tenant Dispute D Mortgage Foreclosure: Residential El Mortgage Foreclosure: Commercial El Partition © Quiet Title © Other: CIVIL APPEALS Administrative Agencies D Board of Assessment • Board of Elections fl Dept. of Transportation O Statutory Appeal: Other O Zoning Board O Other: MISCELLANEOUS • Common Law/Statutory Arbitration ® Declaratory Judgment O Mandamus Non -Domestic Relations ©Restraining Order Quo Warranto 0 Replevin © Other: Updated 1/1/2011 Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant ) IN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, ) PENNSYLVANIA ) LAW AND EQUITY ) NO. NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., ) ) Plaintiff ) ) v. ) ) LAURIE HRUSKA, ) Defendant ) IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. COMPLAINT Plaintiff Hearing Instruments, Inc. ("Hearing Instruments"), by and through its counsel, Rhoads & Sinon LLP, brings this action in law and equity against Defendant Laurie Hruska (hereinafter "Defendant" or "Hruska"). INTRODUCTION Hearing Instruments brings this action to stop the wrongful conduct of the Defendant who is currently employed by Hearing Lab Technology, LLC or Liberty Hearing Aids (collectively "Liberty"), a direct competitor of Hearing Instruments' hearing aid and hearing aid accessory business. Hruska is a former employee of Hearing Instruments, and she is subject to restrictive covenants contained in her Employment Agreement with Hearing Instruments. Those restrictive covenants prohibit Hruska from employment with Liberty within the proscribed geographic area, soliciting Hearing Instruments' customers and/or employees, and/or disclosing Hearing Instruments' confidential and proprietary information. 957197.1 PARTIES 1. Hearing Instruments is a Pennsylvania corporation with a principal place of business at 3425 Simpson Ferry Road, Suite 202, Camp Hill, Cumberland County, Pennsylvania. Hearing Instruments is a franchisee of Miracle -Ear, a manufacturer and distributor of hearing aids and hearing aid accessories. Hearing Instruments owns and operates numerous Miracle -Ear locations across the Commonwealth of Pennsylvania. 2. Defendant is an adult individual who resides at 810 Timberidge Drive, Bethel Park, Pennsylvania 15102. 3. Hruska is a former employee of Hearing Instruments, and upon information and belief, is a current employee of Liberty. JURISDICTION AND VENUE 4. This action arises under the laws of this Commonwealth and is within the subject matter jurisdiction of this court. 5. This Court has personal jurisdiction over Defendant pursuant to 42 Pa. C.S. §§5301(a)(1). 6. Venue in this Court is proper pursuant to Pa. R.C.P. 1006(a)(1) because Defendant accepted and signed her Employment Agreement with Hearing Instruments at its headquarters in Cumberland County. 2 FACTUAL BACKGROUND 7. Hruska initially worked for Hearing Instruments from January 5, 2009 through August 31, 2009, and more recently was employed by Hearing Instruments from June 13, 2011 until she left the company on or about April 17, 2014. 8. In connection with and in consideration of her most recent employment with Hearing Instruments, Hruska signed an Employment Agreement that contained certain employment restrictive covenants. A true and correct copy of Hruska's Employment Agreement with Hearing Instruments is attached hereto as Exhibit A. 9. Hruska signed the Employment Agreement at Hearing Instruments' corporate headquarters in Camp Hill, Cumberland County, PA and also completed all corporate training at Hearing Instruments' Camp Hill location. 10. As part of the Employment Agreement, Hruska acknowledged that she would have access to Hearing Instruments' confidential and proprietary information, including, inter alia, its customer lists, and agreed that she would not, at any time, use or otherwise disclose such information for any purpose other than for the purpose and benefit of Hearing Instruments. (See Employment Agreement (Ex. A), ¶¶5,8; see also Sycle Confident Agreement (Ex. A) ¶1.) 11. It was clear that this confidential and proprietary information was only to be used within the scope of her employment with Hearing Instruments. (See Employment Agreement (Ex. A) ¶8.) 12. Moreover, the Employment Agreement signed by Hruska contains the following restrictive covenant: During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to 3 leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof 1 recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. (Employment Agreement (Ex. A), ¶15. (emphasis added).) 13. As set forth in the Employment Agreement, therefore, Hruska agreed not to work, inter alia, for any business which is the same as or substantially similar to Hearing Instruments' business, within a 20 mile radius of "each and every location of [her] employment with the Company". (Employment Agreement (Ex. A), ¶15.) 14. During her most recent employment with Hearing Instruments, Hruska was assigned to and worked at the following locations: Robinson, Pennsylvania, Brentwood, Pennsylvania and Irwin, Pennsylvania. 15. Hruska's last day of employment with Hearing Instruments was on or about April 17, 2014 at which time she voluntarily resigned her employment with the company. 4 16. On April 18, 2014, Hruska informed Hearing Instruments that she intended to work in Greensburg, Pennsylvania but "didn't know the name of the company she was talking to" but would inform Hearing Instruments of the same. 17. That same day, Hearing Instruments' President, Julie Beall -McKelvey, informed Hruska that working in Greensburg, Pennsylvania for a company which is the same or substantially similar to Hearing Instruments' business would be a violation of her Employment Agreement because she worked in an office for Hearing Instruments within a radius of 20 miles of Greensburg, Pennsylvania. 18. On April 19, 2014, Ms. Beall -McKelvey provided Hruska another copy of the Employment Agreement to make certain she was aware of the employment restrictions she agreed to, and requested Hruska to provide the name of her future employer. Hruska was also to return all company materials in her possession to the Hearing Instruments' Robinson, Pennsylvania office on or about April 22 or 23, 2014. 19. On April 22, 2014, Hruska returned certain company materials to Hearing Instruments. 20. On April 24, 2014, Hruska advised Hearing Instruments by e-mail that her attorney "did look -over the non -compete agreement" and "advised [Hruska] to send [Hearing Instruments] the requested information regarding [her] next employer." 21. Despite her attorney's advice, however, Hruska informed Hearing Instruments on the same day that "at this time, I do not have any information to give you. I was looking for employment in Greensburg[,] but that opportunity will not be ready until June 2014. When the exact location is finalized[,] I will email all requested information." 5 22. On June 4, 2014, Hruska informed Hearing Instruments that she "will be working at the following location: Hearing Lab Technology, LLC, Route 30, Greensburg, PA 15601." 23. Upon information and belief, Hearing Lab Technology, LLC owns and/or operates, or, in the near future will own and/or operate, a hearing aid store located inside the Sam's Club at 6211 Route 30, Greensburg, PA 15601 ("Liberty's Greensburg Hearing Aid Store"). 24. Upon information and belief, Hruska has participated in or imminently intends to participate in the opening of Liberty's Greensburg Hearing Aid Store for Hearing Lab Technology, LLC/Liberty Hearing Aids, and be the primary, if the not sole, hearing aid sales consultant at that store. 25. Hearing Lab Technology, LLC/Liberty Hearing Aids is a direct competitor of Hearing Instruments, and its business is the same or substantially similar to Hearing Instruments' business. 26. Liberty's Greensburg Hearing Aid Store at 6211 Route 30, Greensburg, PA 15601 is just 6.2 miles from Hearing Instruments' Irwin office where Hruska worked, which is well within the 20 mile radius prohibited by the Employment Agreement. 27. Further, during the course of her employment with Hearing Instruments, Hruska became familiar with confidential and proprietary information concerning, inter alia, sales methods and techniques, marketing and sales information and data, equipment costs and expenses and customer lists for both current and prospective customers. 28. Indeed, Hearing Instruments invested substantial time, money and resources in training and educating Hruska with regard to its unique sales methods and techniques. 6 29. It is believed, and therefore averred that Hruska is now making use of such confidential and proprietary information to further the business interests of Liberty in clear violation of the terms of her Employment Agreement with Hearing Instruments. 30. Accordingly, by letter dated June 13, 2014, the undersigned counsel sent a cease and desist letter to Hruska, with a copy to Liberty, seeking confirmation that she would honor the terms of her Employment Agreement with Hearing Instruments. A true and correct copy of this letter is attached hereto as Exhibit B. 31. As of the date of the filing of this Complaint, Hruska has not confirmed that she will honor the terms of her Employment Agreement with Hearing Instruments. 32. Upon information and belief, Hruska is working for Hearing Lab Technology, LLC/Liberty Hearing Aids and, unless enjoined by this Court, will continue to violate the terms of her Employment Agreement. IRREPARABLE HARM 33. Hruska agreed that the provisions of her Employment Agreement are reasonably designed to protect Hearing Instruments from irreparable harm. [See Employment Agreements (Ex. A) ¶16(e).] During her employment, she became intimately familiar with Hearing Instruments' confidential and proprietary information concerning, inter alia, sales methods and techniques, marketing and sales information and data, equipment costs and expenses, and customer lists (both current and prospective). 34. Hruska's possession of that knowledge while working for a competitor of Hearing Instruments within the restricted geographic region will result in irreparable harm to Hearing Instruments, which the Employment Agreement was designed to protect against. 7 35. Hearing Instruments has a legitimate belief and concern that Defendant will interfere with Hearing Instruments' business relationships with its customers. She is likely to continue such action unless restrained. 36. Unless restrained, and because of the proprietary and confidential information that Hruska has gained through her employment with Hearing Instruments, her employment with Liberty poses an immediate threat and would very likely cause irreparable harm to Hearing Instruments' current business relationships, business opportunities, goodwill, and business reputation. 37. Unless Defendant is restrained, Hearing Instruments will likely suffer the loss of customers, employees, goodwill, revenues, and profit. COUNT I Breach of Contract 38. Hearing Instruments incorporates paragraphs 1 through 37 as though fully set forth herein. 39. The Employment Agreement previously identified herein was entered into by Hruska in connection with the commencement of her employment with Hearing Instruments, and, as such, is supported by adequate consideration. 40. Hruska is subject to the terms and conditions of her Employment Agreement with Hearing Instruments, whereby she is prohibited from soliciting Hearing Instruments' employees or customers for a period of two (2) years, and she is prohibited from competing against Hearing Instruments, directly or indirectly, for a period of two (2) years and within a radius of twenty (20) miles of each location where she worked as an employee of Hearing Instruments. 8 41. Hruska's continued employment with Liberty is in direct violation of her Employment Agreement in that she is competing with Hearing Instruments inside the twenty (20) mile restricted area. 42. During her employment with Hearing Instruments, Hruska learned trade secrets and obtained confidential information regarding Hearing Instruments' customer lists, marketing strategies, pricing, costs, and sales of hearing aids and hearing aid accessories. 43. Hruska, whether consciously or unconsciously, will subject such information to disclosure while competing directly with Hearing Instruments as an employee of Liberty. 44. As a result of the foregoing, Hearing Instruments has been harmed and will continue to be harmed, and, therefore, is entitled to all relief previously agreed to by the parties pursuant to her Employment Agreement, namely, injunctive relief (both preliminarily and permanently), the receipt of compensatory and/or liquidated damages, and such other legal or equitable relief that this Court deems just and proper. COUNT II Breach of Fiduciary Duty 45. Hearing Instruments incorporates paragraphs 1 through 44 as though fully set forth herein. 46. The actions taken by Hruska, as set forth above, constitute a breach of her fiduciary duty and obligation to Hearing Instruments arising from her confidential relationship with Hearing Instruments. 47. As a result of the aforementioned breach of fiduciary duty, Hearing Instruments will be injured in that it will suffer in its business relationships and lose customers, business, reputation, and/or goodwill. Hearing Instruments lacks an adequate remedy at lav and, unless 9 enjoined by this Court, Hruska will continue to cause irreparable injury and damage to Hearing Instruments as a result of the wrongful acts complained of herein. COUNT III Violation of Pennsylvania Uniform Trade Secrets Act 48. Hearing Instruments incorporates paragraphs 1 through 47 as though fully set forth herein. 49. As set forth above, Hruska is in possession of valuable proprietary information and trade secrets concerning Hearing Instruments' business, and such information and trade secrets are protected by the Pennsylvania Uniform Trade Secrets Act, 12 Pa. C.S. §§5301 et seq. ("PUTSA"). 50. Defendant knows that that the aforementioned proprietary information and trade secretes were acquired under circumstances giving rise to a duty to maintain their secrecy and limit their use. 51. Defendant has used, or will inevitably use, the aforementioned proprietary information and trade secrets to the advantage of Liberty and to the detriment of Hearing Instruments. 52. Unless Defendant is enjoined from the use and disclosure of Hearing Instruments' proprietary information and trade secrets, Hearing Instruments will suffer irreparable harm and unascertainable monetary damages. 53. As a result of the foregoing, Hearing Instruments is entitled to injunctive relief prohibiting Defendant from disclosing Hearing Instruments' proprietary information and trade secrets pursuant to 12 Pa. C.S. §5303, compensatory damages in an amount yet to be determined pursuant to 12 Pa. C.S. §5304(a), costs, and such other legal or equitable relief that this Court deems just and proper. 10 COUNT IV Tortious Interference with Current and Prospective Business Relationships 54. Hearing Instruments incorporates paragraphs 1 through 53 as though fully set forth herein. 55. The actions taken by Defendant, as set forth above, were, and are, intended to harm Hearing Instruments by interfering with Hearing Instruments' current and prospective business relationships. 56. Defendant is aware that her actions violate the aforementioned Employment Agreement. 57. In addition, Defendant is in possession of confidential information and trade secrets owned and developed by Hearing Instruments, and she has used or intends to use, whether consciously or unconsciously, such information to impact Hearing Instruments' ability to perform business and cause current and prospective customers to do business with Liberty instead of with Hearing Instruments. 58. Defendant lacks privilege or justification for such interference. 59. As a result of Defendant's conduct, she has or will impact Hearing Instruments' current and prospective business relationships and has caused, and/or will cause Hearing Instruments to sustain harm. 60. As a result of the foregoing, Hearing Instruments is entitled to injunctive relief prohibiting Defendant from solicitation of Hearing Instruments' employees, customers, and prospective customers, and is further entitled to compensatory and punitive damages in an amount yet to be determined and such other legal or equitable relief that this Court deems proper. 11 COUNT V Unfair Competition 61. Hearing Instruments incorporates paragraphs 1 through 60 as though fully set forth herein. 62. By engaging in the aforementioned conduct, Defendant has engaged in unfair competition with Hearing Instruments. 63. The actions of Defendant have been willful, intentional, and unprivileged, and have caused, and are continuing to cause, irreparable harm as well as imminent monetary damages to Hearing Instruments in an amount yet to be determined. PRAYER FOR RELIEF WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests: (1) After a hearing, that a preliminary injunction issue against Defendant Laurie Hruska from competing with Plaintiff for a period of two (2) years from the teimination of her employment with Hearing Instruments within a 20 mile radius of any Hearing Instruments' location she worked; from soliciting or doing business with Hearing Instruments' customers, both current and prospective, and from disclosing Hearing Instruments' trade secrets or confidential information to anyone; (2) A permanent injunction against Defendant from competing with Hearing Instruments (upon the same durational conditions as the preliminary injunction), from soliciting or doing business with Hearing Instruments' customers, both current and prospective, and from disclosing Hearing Instruments' trade secrets or confidential information to anyone; and 12 (3) A judgment in favor of Hearing Instruments and against Defendant for all direct, consequential, compensatory, incidental, liquidated, and special damages arising out of her aforementioned wrongful conduct, in an amount believed to exceed the jurisdictional threshold for compulsory arbitration, including costs and such other legal or equitable relief that this Court deems proper. RHOADS & SINON LLP B odd J. Shill Stephen Moniak One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. 13 VERIFICATION Julia C. Beall -McKelvey, deposes and says, subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities, that she is the President of Hearing Instruments, Inc., that she makes this verification by its authority and that the facts set forth in the foregoing Complaint are true and correct to the best of her knowledge, information and belief. Date 957210.1 Julia Beall-McKe vey EMPLOYMENT AGREEMENT HEARING INSTRUMENTS, INC. In consideration of my employment or continued employment by HEARING INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp Hill, Pennsylvania (referred to as the "Company") and the compensation paid to me by the Company from time to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. 1 agree that during my employment. with the Company, I will devote my fitll business time and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than for the Company: I acknowledge that this Agreement does not create any obligation on my part to work for the Company, or on the part of the Company to employ me, for any fixed period of time, and my employment is at will and may be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or under any specific terms or conditions. 2, Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the terns of this Agreement. The rate of compensation will be determined in advance by the Company and provided in writing to Employee, a copy of which is attached hereto as Exhibit "A". Compensation will be paid based on monies received by Company on Employee's sales and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in Rill. Employee understands that compensation rates will change flout time to time as conditions, prices, expenses, etc. change, determined by Company. 4. 1 acknowledge and agree that all Confidential Information is the property of the Company and that 1 have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which may be valuable to the Company, as a consequence of my employment by the Company, including, but not limited to, information that I have conceived, originated, devised, discovered, invented, or developed, either alone or with others. 5. (a) 1 acknowledge that, in and as a result of the provision by me of services to the company, I shall or may be making use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists of customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"), As a material inducement to the Company to engage my services (or to continue to so engage my services) and to pay to me compensation for such services to be rendered to the Company by me (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), I covenant and agree that I shall not, for any purpose, other than the purposes of the Company, at any time during or following the terms of my provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such Confidential Information which has been obtained by or disclosed to meas a result of the Company's engagement of my services. (b) I agree I may not copy or otherwise duplicate any such Confidential Information in whole or in part, without the prior written approval of the Company, except in connection with and in accordance with the terms hereof. I agree 1 shall use all reasonable means to safeguard any Confidential Information to which I have access and retain it in a safe and secure place. (c) I shall use every reasonable and prudent precaution to ensure that any individual to whom such Confidential Information is or has been disclosed (in connection with the provision by me of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or otherwise use such Confidential Information except pursuant to the terms of this Agreement during, and subsequent to the termination of the relationship between me and such individual. 6. I agree to abide by all state and federal laws governing the sale and service of hearing aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty days after employment termination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In the event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any state and federal law governing sale and service of hearing aids, no unpaid commissions or bonus will be paid or shall be considered due to an employee. (b) Employee agrees to report to Company each business day all sales and services perfor►ned and all monies collected by employee. Employee also agrees to submit within 48 hours of collection all monies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions from monies received. All monies, checks or drafts received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which 1 have access shall be used by me solely in connection with niy employment by the Company. it shall not be used either internally or externally by me for any use outside the purpose and scope of my employment by the Company. I shall not make the Confidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. I agree that 1 will not take with me any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of my employment with the Company, for any reason whatsoever, without the prior written consent of the Company, 1 also agree that upon termination of niy employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under my control to the Company. I fiu•ther agree that upon termination of my employment with the Company for any reason whatsoever, I will return to the Company any property of the Company within my possession or control. 10. Neither this Agreement, nor any of the rights and obligations under this Agreetnent of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's written consent. 11. 1 agree not to engage in any business directly or indirectly competitive with any business of the Company without the Company's prior written consent during the period of my employment with the Company, alone or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual. 12. (a) 1 agree to devote my best efforts to the work assigned to me by the Company. If 1 have any other employment, I will advise the Company at the time of hire. If there is any substantial change in the degree of time or effort required of such other work, I will also advise the company of such change. (b) I will not initiate, continue, or expand such outside employment without the express written permission of the Company. 13. (a) 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 proprietary information acquired by me in confidence 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 with this Agreement. (b) 1 agree to advise the Company of the identity of any successor employer for whom 1 am scheduled to work, prior to the time I terminate ernployrnent with the Company. I further agree to disclose to any future employer the existence of this Agreement and niy obligations hereunder. 14. If and when 1 leave the employ of the Company for any reason whatsoever, I agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee who had worked for the Company during any titne period when I worked for the Company. I expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is tertnunated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with the or any company or business with which I am or niay become associated, nor will 1 directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that 1 shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof. I recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from titne to time by instruction of the Company. 16. (a) If any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court of competent jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and me concerning the subject matter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants and conditions, (c) I acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terms hereof. I agree that in the event of a breach of either Paragraph 11 or Paragraph 15 of this Agreement by me, 1 will be liable to Company as liquidated damages in an amount of money equal to the total sum of any sales by me as Employee on my own behalf or on behalf of others contrary to the best interests of Company. In addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. I acknowledge that I have previously made my living in other fields and that the restrictive provisions of this Agreement in no way prevent me roma earning a living in the event I should breach these provisions. (d) This Agreement shall be binding upon the irrespective of the duration of my employment with the Company or the amount of my salary, wages or commissions. For purposes of this Agreetnent, the period of my employment shall include any time during which I am retained as a consultant by the Company. My obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (e) I understand, acknowledge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (0 willingly. I warrant and represent that 1 have the legal right to enter into this Agreement and that I do so (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement are for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. (j) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement. Any representation, promise or condition not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties. 4 17. Employee agrees to work the minimum office hours which are 9:00 am to 5:00 pin, In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours may be amended from time to time by the company with consent from the employee. 18. Employee understands that as a part of training, and for future evaluations, the Company will, from time to time, be monitoring sessions with clients or customers. 1 hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes. 19, Receipt of Copy of Agreement. 1 hereby acknowledge receipt of a duplicate copy of this Agreement. 1 ACKNOWLEDGE THAT BEFORE SIGNING BELOW I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UN D I RSTAND THE SAME. Dated: ((')/Z /// Signa ACCEPTED AND AGREED FOR: Hearing Instruments, Inc. (Company) 1 Emplo Date: U ' GNU -/ WITNESS: Date: EXHIBIT "A" Compensation for Laurie `Waltz will be as follows: Beginning on Wednesday June 15, 2011 compensation will be a $750/week salary for 2 weeks. Beginning Monday June 27th, 2011 compensation will be a $300/week draw against commissions with 15% cotrunission paid on all product lines. PA State Hearing Aid Fitters Exam: • After employee has successfully passed the PA State Hearing Aid Fitters Exam, the compensation plan will be a $300/week draw against commissions with 17% commission paid on all product lines. • Employee must take the PA State Exam on the first available testing day after hiring which will be October 28th, 2011, Bonus structure: • A 3% bonus will be paid on net sales of $130,000 or more sold in a calendar quarter. The bonus will be considered to be earned 60 days after the end of the quarter on all products satisfactorily delivered. • if any quarterly bonus level is not earned but net sales of $500,000 in a calendar year is achieved, the 3% bonus will still be paid. • An additional 2% bonus will be paid on net sales of$700,000 in a calendar year. • All sales made from any office will count toward bonus, Health Insurance Contributions: • After 90 days, employee will receive $200.00 per month as a contribution to their own Health Insurance Plan. Commissions on Batteries/Accessories: • Beginning with the first full month on the draw system, employee batteries and accessories sold ceive 17% commission on all Vacation: • After 1 year of employment, employee will receive 2 weeks vacation and 5 personal days. See Time and attendance procedure document for additional information on requesting time off. Because employee is on draw/commission, this time is not paid. 401K Plan: • Employee will qualify, after 6 mouths, for participation in the company retirement plan. Employee is responsible for contacting the corporate accountant at our corporate office within 6 months of employment to become enrolled in the company retirement plan. From time to time the company will promote special events and deeply discounted sales, The commission amount will vary %vith each situation. Compensation arrangements in the fame will change as circumstances change. 6 Svcle Confident Agreement Form of Confidentiality Agreement for employees, agents, representatives, third party suppliers, and all other Individuals or entities who utilize or may have access to Confidential Information TI -US AGREEMENT is made as of this day, /2, " , 2011 by and between Hearing Instruments, Inc. ("Franchisee") and Laurie Waltz ("Confidant"). RECITALS A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that certain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Agreements"). B. Franchisee has received and will periodically receive Confidential Information of Miracle -Ear. "Confidential Information" includes the whole or any portion of know-how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained hi any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which Miracle -Ear describes the Miracle -Ear® System or any operational policies, manuals, standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Miracle -Ear® centers. C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential Information, inay not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information. ' D. Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whom Franchisee has disclosed the Confidential Information. E. Confidant wants to become or currently is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, THEREFORE, in consideration of foregoing, the payment of $1.00 that at the time of execution of this Agreement Franchisee is paying to Confidant, and the mutual covenants and reliance of the parties, the parties agree as follows: 1. Confidant agrees that (a) it will treat as confidential and will nbt disclose the Confidential Information which inay be made or become available to Confidant; (b) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose which may be detrimental to Miracle -Ear or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this date, Confidant has never disclosed Confidential hiformation to any third party, with the exception of third parties with whonn Confidant has subcontracted for the performance of some or all of Confidant's obligations to Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph 1 hereof. 3. Nothing stated herein shall preclude the disclosure of Confidential Information in response to a valid order of a court, governmental agency or other governmental body or any political subdivision thereof or as otherwise required by law, provided, however, that if Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify Miracle -Ear and Franchisee promptly so that Miracle -Ear and Franchisee may seek a protective order or other appropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of this Agreement. Confidant agrees to use reasonable efforts to cooperate with Miracle - Ear and Franchisee in connection with Miracle -Ear's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. In the event of a breach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to an injunction restraining 7 such breach or to a decree of specific performance, without showing or proving any actual damage and without any obligation to post bond or grant any other. type of guaranty, together with recovery of reasonable attorneys' fces and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that Miracle -Ear might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No modification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless made in writing and signed by the party to be charged thereby and by Miracle -Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a waiver. This Agreement may not be assigned by Confidant without the express prior written consent of Miracle -Ear. 6. The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to thus Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement must be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State courts located in Hennepin County, Minnesota; (ii) by Miracle -Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State courts located in Hennepin County, Minnesota, or in the competent courts located in the State where Confidant has its domicile at the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. All parties hereby waive any and all rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of thus Agreement, or any legal action initiated for the recovery of damages for breach of this Agreement. 8. Franchisee and Confidant expressly agree that Miracle -Ear is a third party beneficiary of this Agreement and as such Miracle -Ear shall have the right to enforce any and all remedies available upon the violation of any of the provisions under this Agreement. In addition, Miracle -Ear may require Franchisee to bring any action that Miracle -Ear considers appropriate in the event of any breach by Confidant hereunder. In the event that Miracle -Ear or Franchisee make a claim that Confidant has violated Confidant's obligations under this Agreement, Confidant will have the burden of proving that such violation did not occur. 9. Confidant confirms they understand and will comply with all State and Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or criminal actions. Confidant also affirms their future compliance with such regulations including that they shall; I) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific written authorization of an additional location for access; 2) use only the unique Username assigned to confidant when accessing the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of their logon credentials; 3) shall enter true and accurate information into the system, and understand that entry of such information constitutes their affirmation of such information by means of a legal electronic signature. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in the manner appropriate to each. FRANCHISEE Hearing Instruments, Inc. By: Julia C. McKelvey CONFIDANT Its: President and CEO (Print Name) EXHIBIT B RHOADS & SINON LLP Stephen Moniak ph (717) 237-6732 fx (717)236-8623 smoniak@rhoads-sinon.com figain.w.0v*imiiVi-VWS-farATAMigi-5fat:fileiVgkitMM--V19.A,Mik Reply to Harrisburg Office FILE NO: 5290/37 June 13, 2014 Re: Hearing Instruments, Inc. Laurie Ann Hruska, AS, BS, BC -HIS 810 Timberidge Drive Bethel Park, PA 15102 Dear Ms. Hruska: VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED We are writing on behalf of our client, Hearing Instruments, Inc. ("Hearing Instruments "). As you know, you are bound by the terms of your Employment Agreement ("Agreement") with Hearing Instruments, a copy of which is enclosed for your reference. Pursuant to the terms of this Agreement, you agreed to the following restrictive covenants: During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Company, regardless of the cause for termination, and continuing_ for two (2) years thereafter, either directly or indirectly, for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof 1 recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to One South Market Square, 12th Floor • P.O. Box 1146 • Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 June 13, 2014 Page 2 each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. (Employment Agreement, II 15. (emphasis added).) Pursuant to the terms of this Agreement, you further agreed not to, "for any purpose, other than the purposes of the Company, at any time during or following the terms of [your] provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such Confidential Information which has been obtained by or disclosed to [you] as a result of the Company's engagement of [your] services." (Id. ¶ 5(a).) Additionally, you specifically agreed not to "take with [you] any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of [your] employment with the Company, for any reason whatsoever, without the prior written consent of the Company" and that, upon termination of your employment, "to promptly deliver [to the Company] all such materials [and any property of the Company] in [your] possession or under [your] control." (Id. 9.) Upon your resignation of employment with Hearing Instruments on or about April 18, 2014, you were reminded of the above employment restrictions and you requested another copy of your Agreement which was provided to you the following day on April 19, 2014. Although Hearing Instruments requested that you identify the name of your subsequent employer as required by the Agreement, you did not do so •until June 4, 2014, when you advised of your intentions to work for Hearing Lab Technology, LLC, located on Route 30 in Greensburg. PA. Hearing Lab Technology, LLC appears to be affiliated with Liberty Hearing Aids, a direct competitor of Hearing Instruments. Moreover, your intended work location would be violative of your Agreement. This location is located well within twenty (20) miles of at least one of the areas you serviced while employed by Hearing Instruments. Therefore, your intended employment would be a clear violation of the terms of your Agreement. By this letter, you are hereby advised that should you choose to work for Hearing Lab Technology, LLC or Liberty Hearing Aids at the intended location on Route 30 in Greensburg, PA, that such employment would be a direct violation of the terms of your Agreement. Hearing Instruments would be entitled to damages, including injunctive relief compelling your specific performance and compliance with the terms of your Agreement. In addition, Hearing Instruments will be entitled to liquidated damages in an amount equal to the total sum of any sales made by you as an employee of Hearing Lab Technology or Liberty. June 13, 2014 Page 3 In addition, because you may not have informed Hearing Lab Technology or Liberty that you are subject to the enclosed restrictive covenants, and because your violation of these covenants may subject your employer to liability, we also are mailing a copy of this letter to Hearing Lab Technology's offices and Liberty's offices at their home offices in Grand Prairie, Texas. By this letter, we also demand that you immediately return all Company property and Confidential Infoiniation (and any copies you may have made of the same) that you have not previously returned to Hearing Instruments. Hearing Instruments demands that you respond in writing within seven (7) days of the date of this letter and confirm that: (1) You will not work for Hearing Lab Technology or Liberty at the intended location at Route 30, Greensburg, PA, or any other location that would violate your Agreement; and (2) that you will honor the terms of your Agreement. All correspondence should be addressed to this office directly, and not to Hearing Instruments. If we do not hear from you, we will assume that you have chosen to ignore your obligations under the Agreement. Should that occur, Hearing Instruments will take any and all appropriate legal action to protect its interests, which will include legal action to obtain injunctive relief in addition to any other remedies available to it such as Equated damages as set forth above. We trust that you will not make this necessary. Very truly yours, RHOADS & SINON LLP Enclosure cc: Julia C. Beall -McKelvey (w/o encl.) Hearing Lab Technology, LLC (w/encl.) Liberty Hearing Aids (w/encl.) LIII'LOYtYLCNT AGREEMENT HEARING INSTRUMENTS, [NC. In consideration of my employment or continued employment by HEARING INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp Hill, Pennsylvania (referred to as the "Company") and the compensation paid to me by the Company front time to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. I . I agree that during my employment with the Company, I will devote my full business time and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than For the Company: [ acknowledge that this Agreement does not create any obligation on my part to tvork for the Company, or on the part of the Company to employ nue, for any fixed period of time, and my employment is at will and may be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or under any specific terms or conditions. 2. Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the term of this Agreement, The rate of compensation will be determined in advance by the Company and provided in writing to Employee, a copy of which is attached hereto as Exhibit "A". Compensation will be paid based on monies received by Company on Employee's sales and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in full. Employee understands that compensation rates will change from time to time as conditions, prices, expenses, etc. change, determined by Company. 4. 1 acknowledge and agree that all Confidential Information is the property of the Company and that I have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which may be valuable to the Company, as a consequence of my employment by the Company, including, but not limited to, information that I have conceived, originated, devised, discovered, invented, or developed, either alone or with others. 5. (a) [ acknowledge that, in and as a result of the provision by nue of services to the company, I shall or may be making use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists of customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"). As a material inducement to the Company to engage my services (or to continue to so engage my services) and to pay to me compensation for such services to be rendered to the Company by me (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), I covenant and agree that I shall not, for any purpose, other than the purposes of the Company, at any time during or following the terms of my provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose tvhatsoever or in any manner, any such Confidential Information which has been obtained by or disclosed to me as a result of the Company's engagement of my services. (b) 1 agree 1 may not copy or otherwise duplicate any such Confidential Information in whole or in part, without the prior written approval of the Company, except in connection with and in accordance with the terms hereof. I agree 1 shall use all reasonable means to safeguard any Confidential Information to which l have access and retain it in a safe and secure place. (c) I shall use every reasonable and prudent precaution to ensure that any individual to whom such Confidential Information is or has been disclosed (in connection with the provision by me of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or otherwise use such Confidential Information except pursuant to the terms of this Agreement during, and subsequent to the termination of the relationship between me and such individual. 6. 1 agree to abide by all state and federal laws governing the sale and service of hearing aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty clays after employment termination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In the event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any state and federal law governing sale and service of hearing aids, no unpaid conunissions or bonus will be paid or shall be considered due to an employee. (b) Employee agrees to report to Company each business day all sales and services performed and all monies collected by employee. Employee also agrees to submit within 48 hours of collection all atonies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions front monies received. All monies, checks or drafts received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which 1 have access shall be used by me solely in connection with my employment by the Company. ft shall not be used either internally or externally by ate for any use outside the purpose and scope am)/ employment by the Company. 1 shall not make the Confidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. f agree that I will not take with Inc any Confidential Information that is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of my employment with the Company, for any reason whatsoever, without the prior Nvritten consent of the Company, 1 also agree that upon termination of my employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under my control to the Company. I further agree that upon termination of my employment with the Company for any reason whatsoever, I will return to the Company any property of the Company within my possession or control. 10. Neither this Agreement, nor any, of the rights and obligations under this Agreement of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's \vritten consent. 11. I agree not to engage in any business directly or indirectly competitive with any business of the Company without the Company's prior written consent during the period of my employment with the Company, alone'or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual, (2. (a) I agree to devote my best efforts to the work assigned to me by the Company. IF I have any other employment, I will advise the Company at the time of hire. 1f there is any substantial change in the degree of time or effort required of such other work, I will also advise the company ofsuch change. (b) I will not initiate, continue, or expand such outside employment without the express written permission of the Company. 13. (a) 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 proprietary information acquired by me to confidence 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 with this Agreement. (b) I agree to advise the Company of the identity of any successor employer for whorl 1 am scheduled to work, prior to the time 1 terminate employment with the Company. 1 further agree to disclose to any future employer the existence of this Agreement and my obligations hereunder. 14. If and when 1 leave the employ of the Company for any reason whatsoever, 1 agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee who had worked for the Company during any time period when I worked for the Company. I expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or iud'u'ectly solicit present or former clients or customers of the Company. 1 further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through uiy efforts. I further agree that I shall not, for a continuous uninterrupted period commencing upon the expiration or termination of' my employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalfof or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, snake loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof. 1 recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Peuusvl va 'a uia and may be amended from time to time by instruction of the Company. 5. (a) If any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court of competent jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and Inc concerning the subject matter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants and conditions. (c) 1 acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terms hereof. 1 agree that in the event of a breach of either Paragraph 1 1 or Paragraph 15 of this Agreement by me, 1 will be liable to Company as liquidated damages in an amount of money equal to the total sum of any sales by me as Employee 011 my own behalf or on behalf of others contrary to the best interests of Company. En addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. I acknowledge that i have previously made my living in outer fields and that the restrictive provisions of this Agreement in no way prevent me from earning a living in the event I should breach these provisions. (d) This Agreement shall be binding upon me irrespective of the duration of my employment with the Company or the amount of my salary, wages or commissions. For purposes of this Agreement, the period of my employment shall include any time during which i ant retained as a consultant by the Company. My obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (e) i understand, acknowledge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (1) lvillingly. I warrant and represent that I have the legal right to enter into this Agreement and that I do so (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement are for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied in accordance nvith the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. (j) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement, Any representation, promise or condition not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties. 17. Employee, agrees to work the minimum office hours which are 9:00 am to 5:00 pm. In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours niay be amended from time to time by the company with consent from the employee. 18. Employee understands that as a part of training, and for future evaluations, the Company will, from tiine to time, be monitoring sessions with clients or customcrs..1 hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes. 19, Receipt of Copy of Agrcement. 1 hereby ackuotivledge receipt of a duplicate copy of this Agreement. I ACKNOWLEDGE THAT BEFORE SIGNING BELOW I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UN to I RSTAND THE SAME. Dated: /// Signatii ACCEPTED AND AGREED FOR: Hearing Instruments, Inc. (Company) • Svcle Confident Agreement Form of Confidentiality Agreement for employees, agents, representatives, third party suppliers, and all other Individuals or entities who utilize or may have access to Confidential Information TI -IIS AGREEMENT is made as of this day, l,, /2- , 2011 by and between Hearing Instruments, Inc. ("Franchisee") and Laurie Waltz ("Confidant"). RECITALS A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that ceitain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Ageements"). B. Franchisee has received and will periodically receive Confidential Information of Miracle -Ear. "Confidential Information" includes the whole or any portion of know-how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained in any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which Miracle -Ear describes the Miracle -Ear® System or any operational policies, manuals; standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the Internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Miracle -Ear® centers. C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential Information, may not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information. D. Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whom Franchisee has disclosed the Confidential hnformatiou. E. Confidant wants to become or cur-entty is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, THEREFORE, in consideration of foregoing, the payment of S1.00 that at the time of execution of this Agreement Franchisee -is paying to Confidant, and the mutual covenants and reliance of the parties, the parties agree as follows: €. Confidant agrees that (a) it wilt treat as confidential and will not disclose the Confidential Information which way be made or become available to Confidant; (b) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose svbich may be detrimental to Miracle -Ear or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this date, Confidant has never disclosed Confidential Information to any third party, with the exception of third parties with whom Confidant has subcontracted for the performance of some or all of Confidant's obligations to Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph I hereof. 3. Nothing stated herein shall preclude the disclosure of Confidential Information in response to a valid order ofa court, governmental agency or other govcriunental body or any political subdivision thereof or as otherwise required by law, provided, however, that if Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify Miracle -Ear and Franchisee promptly so that Miracle -Ear and Franchisee may seek a protective order or other appropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of this Agreement. Confidant agrees to use reasonable efforts to cooperate with Miracle - Ear and Franchisee in connection with Miracle -Ear's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. In the event ofa breach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to an injunction restraining 7 such breach or to a decree of specific performance, without showing or proving any actual damage and without any obligation to post bond or grant any other type of guaranty, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that Miracle -Ear might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No modification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless made in writing and signed by the party to be charged thereby and by Miracle -Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a waiver. This Agreement may not be assigned by Confidant without the express prior written consent of ivEracle-Ear. 6. The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to this Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the taws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement must be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State courts located in Hennepin County, Minnesota; (ii) by Miracle -Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State courts located in Henunepin County, Minnesota, or in the competent courts located in the State where Confidant has its domicile at the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. All parties hereby waive any and ail rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, or any legal action initiated for the recovery of damages for breach of this Agreement. S. Franchisee and Confidant expressly agree that Miracle -Ear is a third party beneficiary of this Agreement and as such htiracle-Ear shall have the right to enforce any and all remedies available upon the violation of any of the provisions under this Agreement, in addition, Miracle -Ear way require Franchisee to bring any action that Miracle -Ear considers appropriate in the event of any breach by Confidant (hereunder. In the event that Miracle -Ear or Franchisee make a claire that Confidant has violated Confidant's obligations under this Agreement, Confidant will have the burden of proving that such violation did not occur. 9. Confidant confirms they understand and will comply with all State and Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or criminal actions. Confidant also affirms their future compliance with such regulations including that they shall; I) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific writ -ten authorization of an additioual location for access; 2) use only the unique Username assigned to confidant when accessing .the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of their logon credentials; 3) shall enter trine and accurate information into the system, and understand that entry of such information constitutes their affirmation of such information by means of a legal electronic signature. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in the mariner appropriate to each. FRANCHISEE Hearing Instruments, Inc. By: Julia C. McKelvey Its: President and CEO CONFIDANT (Print Name) 7 2— CERTIFICATE OF SERVICE I hereby certify that on this 17th day of July, 2014, a true and correct copy of the foregoing Motion for Preliminary Injunction was served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 AJ-(gAAd Teresa H. Laughead HEARING INSTRUMENTS, INC., : IN THE COURT OF COMMON PLEAS OF PLAINTIFF : CUMBERLAND COUNTY, PENNSYLVANIA V. LAURIE HRUSKA, DEFENDANT : 14-4154 CIVIL TERM AND NOW, this ORDER OF COURT 3 !A1.1 day of July, 2014, upon consideration of Plaintiffs Motion for Preliminary Injunction, the court sets a hearing on this matter for the 18th day of August, 2014, at 1:00 p.m.,' in Courtroom Number 1, Cumberland County Courthouse, Carlisle, Pennsylvania. The court refrains from granting relief prior to said hearing. By the Court, Albert H. Masland, J. Stephen Moniak, Esquire For Plaintiff curie Hruska 810 Timberidge Drive Bethel Park, PA 15102 :sal Q.6 i•�S n•L 17/Z 3H J m- w Z rm 77- D D� xcb C7 C"7 Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant OF THE PROTHONOTARY 2014 AUG - I PH 1:50 CUMBERLAND COUNTY PENNSYLVANIA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO.: 14-4154 PLAINTIFF'S MOTION FOR CONTINUANCE AND FOR EXPEDITED DISCOVERY IN ADVANCE OF PRELIMINARY INJUNCTION HEARING Plaintiff Hearing Instruments, Inc., by its attorneys, Rhoads & Sinon LLP, and files the within Motion for Continuance and for Expedited Discovery, stating as follows: 1. On July 17, 2014, Plaintiff Hearing Instruments, Inc. (hereinafter "Hearing Instruments") filed a verified Complaint and Motion for Preliminary Injunction to enjoin Defendant Laurie Hruska from engaging in competitive activity with Hearing Instruments for a period of two (2) years and within a twenty (20) mile radius of each Hearing Instruments location where she worked following the termination of her employment. Hearing Instruments also seeks an injunction against Defendant from disclosing Hearing Instruments' trade secrets and confidential information in breach of her Employment Agreement with Hearing Instruments. 960016.1 2. The Honorable Albert H. Masland issued an Order dated July 23, 2014 setting a hearing date of August 18, 2014 at 1:00 p.m. for Hearing Instruments' Motion for Preliminary Inj unction. 3. Plaintiff seeks a short continuance of the hearing to allow Plaintiff to conduct Defendant's deposition and request relevant documents from Defendant to be produced at the deposition. 4. Under Rule 4007.2(b) of the Pennsylvania Rules of Civil Procedure, Plaintiff is precluded from taking discovery prior to the expiration of thirty (30) days after service of original process except upon leave of court. Pa. R. Civ. P. 4007.2(b). 5. Original service of process of the Complaint, Motion for Preliminary Injunction, and Supporting Brief was personally served upon Defendant by the Sheriff on July 31, 2014. 6. Consequently, Plaintiff may not take Defendant's deposition until September 2, 2014, well beyond the date of the preliminary injunction hearing. 7. The deposition of Defendant is required in order to obtain testimony and documents which are critical to the proper presentation of Hearing Instruments' case, but which are outside of Hearing Instruments' control. 8. Defendant's deposition will also help streamline the presentation of Hearing Instruments' case at the preliminary injunction hearing. 9. To complete this limited discovery prior the Preliminary Injunction hearing, Defendant respectfully requests leave of court to conduct Defendant's deposition (including a request to produce documents at the deposition) upon two (2) weeks notice or such other time as the Court deems appropriate. 2 10. A Preliminary Injunction hearing can be rescheduled after the conclusion of Defendant's deposition and document production. WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests this Honorable Court to (1) grant a continuance of the August 18, 2014 Hearing on its Motion for Preliminary Injunction, (2) order expedited discovery in the nature of Defendant's deposition and document production upon two (2) weeks notice; and (3) reschedule the Hearing on Plaintiff's Motion for Preliminary Injunction after the conclusion of Defendant's deposition and document production. Respectfully submitted, RHOADS & SINON LLP By: 3 odd J. Shill Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. CERTIFICATE OF SERVICE I hereby certify that on this 1 day of August, 2014, a true and correct copy of the foregoing Motion for Continuance was served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive Bethel Park, PA 15102 \ � W Teresa H. Laughead HEARING INSTRUMENTS, INC., ) ) Plaintiff ) ) v. ) LAURIE HRUSKA, ) IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO.: 14-4154 Defendant ) IN RE: MOTION FOR CONTINUANCE AND FOR EXPEDITED DISCOVERY IN ADVANCE OF PRELIMINARY INJUNCTION HEARING ORDER OF COURT AND NOW, this /7day of August, 2014, upon consideration of Plaintiff's Motion for Continuance, it is hereby ORDERED that the Motion is GRANTED. The Hearing on Plaintiff's Motion for Preliminary Injunction scheduled for August 18, 2014 is CONTINUED. Plaintiff may take the deposition of Defendant, including a request for production of documents, upon two (2) weeks notice. After the conclusion of Defendant's deposition, Plaintiff is directed to contact the Court's chambers to arrange for a new hearing date on Plaintiff's Motion for Preliminary Injunction. BY THE COURT: Albert H. Masland, J. 12,Lstribution List: oddJ. Shill, Esq. and Stephen Moniak, Esq. ✓t aurie Hruska ies LEL 9/4/Py C) ,,., =r = r'i-- C) -=r-n. gir;ci p' at SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson '-11_1::0-0:7171:: Sheriffv of fornor 11 F.. THE PRoTHO T r, R,; Jody S Smith Chief Deputy Oh AUG 22 PH 3: 09 CUMBERLAND COUNTY PENNSYLVANIA Richard W Stewart Solicitor AFI-=vo- OF THE VIERIF= Hearing Instruments, Inc. vs. Laurie Hruska Case Number 2014-4154 SHERIFF'S RETURN OF SERVICE 08/19/2014 01:45 PM - The requested Complaint & Notice served by the Sheriff of Allegheny County upon Laurie Hruska, personally, at 810 Timeridge Drive, Bethel Park, PA 15102. William Mullen, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.49 SO ANSWERS, August 19, 2014 RONR'R ANDERSON, SHERIFF (c) Cou^tySui€e Sherif', Tele^sett, Inc. V onny R Anderson Sheriff EXP: 08/15/2014 Jody S Smith Chief Deputy SHERIFF'S OFFICE OF CUMBERLAND COUNTY 0.41,'„, et Crtirop�fi�,e OFFICE OF THE SHERIFF 5(Pyikr Richard W Stewart Solicitor Hearing Instruments, Inc. vs. Laurie Hruska Case Number 2014-4154 . SERVICE COVER SHEET Service Details: Category: Civil Action - Complaint & Notice Manner: !Adult in Charge Notes: N 0 YY a Y Serve To: ce r..- _� e: (- Laurie Hruska HRUSKA, LAURIE �! Expires: cl 08/15/2014 Zone: Warrant: ary 1810 -Timeridge Drive ss: Bethel Park, PA 15102- DOB: Alternate Address: Phone: Alternate Address: Phone: Mobile: Notes: Notes: Notes: Attorney/ Originator: Name: Rhoads & Sinon LLP [ervice Attempts: Date: Time: Mileage: Deputy: Phone: 1717-233-5731 ?-3o -fy pecker `16 [Notes / Special Instructions: Ser yr e4 lAvri'e ,t4W-VtAt-qt9 aAtk 711.104-1.4 Q 016/4 J 1-31-19 COMMONWEALTH OF PENNSYLVANIA Notarial Seal Public Eda Jean Woodward, Notary c „ntyc,;; , s,,,,,;;Gty, of PVAburgh, Allegheny County My Commission Expires May 28, 2016 MEMBER, PENNSYLVANIA ASSOCIATION OP NOTARIES Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., ) ) Plaintiff ) ) v. ) ) LAURIE HRUSKA, ) -ED-OF {�. PROTHOti0T, ,t 20Iti AUG 26 PM 3: 3 CUMBERLAND COUNTY PENNSYLVANIA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 Defendant ) MOTION TO COMPEL DEFENDANT'S DEPOSITION Plaintiff Hearing Instruments, Inc. ("Hearing Instruments"), by and through its counsel, Rhoads & Sinon LLP, hereby moves this Court pursuant to Pa. R. Civ. P. 4019 (a)(1)(iv) and (b) for an Order compelling Defendant to appear and be sworn, under penalty of contempt, for her deposition, and in support thereof, avers the following: 1. This action involves claims that Defendant Laurie Hruska, a former employee of Hearing Instruments, has violated and is continuing to violate certain employment restrictions she agreed to by accepting employment and working for Hearing Lab Technology, LLC or Liberty Hearing Aids (collectively "Liberty"), a direct competitor of Hearing Instruments. 2. Accordingly, on July 17, 2014, Hearing Instruments filed a Complaint, a Motion for a Preliminary Injunction, and Supporting Brief seeking to enjoin Hruska from continuing to violate the employment restrictions she agreed to when she worked for Hearing Instruments. 962331.1 3. On August 1, 2014, Hearing Instruments moved this Honorable Court to continue the preliminary injunction hearing then scheduled for August 18, 2014, and for an order authorizing expedited discovery in the nature of Defendant's deposition. 4. By Order dated August 4, 2014, this Honorable Court granted Hearing Instruments' Motion, continued the hearing, and authorized expedited discovery as follows: Plaintiff may take the deposition of Defendant, including a request for production of documents, upon two (2) week's notice. 5. Two days later on August 6, 2014, the undersigned counsel for Hearing Instruments served the Order and a deposition notice upon Defendant, who is proceeding pro se, via overnight mail, scheduling Defendant's deposition for August 22, 2014 at 12:00 p.m. at the undersigned's office in Harrisburg. A true and correct copy of the August 6, 2014 letter is attached hereto as Exhibit "A". 6. The deposition notice requested Defendant to produce certain documents at the deposition pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d). 7. The August 6, 2014 letter and deposition notice were served by Federal Express at Defendant's home address the next day on August 7, 2014 at 5:04 p.m. See Exhibit "A". 8. The undersigned counsel received a telephone call from Defendant on Monday, August 18, 2014 in regards to the deposition. Defendant indicated that she elected to proceed without an attorney. She claimed that she could not drive herself to Harrisburg for the deposition because her eye was swollen. She further indicated that her husband was a teacher and that since classes would soon be starting, he was not able to take off work to drive her to Harrisburg for the deposition. The undersigned counsel indicated that he would speak with his client and get back to Defendant regarding the deposition. 2 9. Significantly, Defendant did not indicate that she was otherwise unable to proceed with the deposition as scheduled on August 22, 2014. 10. In the morning of Thursday, August 21, 2014, the undersigned counsel called the phone number Defendant previously called from, and since Defendant did not answer, left a voicemail for Defendant. The undersigned counsel indicated in the voicemail that as a one-time accommodation to Defendant, Hearing Instruments would proceed with the deposition as noticed by telephone. 11. To ensure . Defendant received further notice of this accommodation, the undersigned counsel provided Defendant a letter via overnight mail memorializing the above. A true and correct copy of the undersigned counsel's letter to Defendant dated August 21, 2014, and delivered to Defendant on August 22, 2014 at 9:39 a.m., is attached hereto as Exhibit "B". 12. At the appointed time for the deposition on August 22, 2014 at 12:00 p.m., the undersigned counsel called Hruska. Hruska answered and the unsigned counsel, after introducing the court reporter and the representative of the Hearing Instruments present for the call, indicated that we were proceeding with the deposition by telephone. A true and correct copy of the transcript of the attempted deposition is attached hereto as Exhibit "C". 13. The Court Reporter attempted to administer the oath to Defendant. 14. Hruska refused to take the oath and hung-up the telephone, thus unilaterally terminating the attempted deposition. 15. Hruska did not produce any responsive documents requested in the deposition notice. 16. The undersigned adjourned the attempted deposition in favor of the instant Motion to Compel Defendant's Deposition under penalty of contempt. 3 17. It is clear from her evasive actions that Hruska will not comply with the deposition notice by appearing for the deposition, taking the oath, and producing responsive documents unless compelled to do so by this Court. 18. Pursuant to Pa. R. Civ. P. 1028(a)(1)(iv), this Court may, on motion, make an appropriate order if a party fails to appear before the person who is to take the deposition. 19. Pursuant to Pa. R. Civ. P. 1028(b), if a deponent refuses to be sworn or answer questions, this Court may issue an order compelling the witness to be sworn or to answer, upon penalty of contempt. 20. An Order of Court is necessary to secure the attendance and cooperation of Hruska for the deposition. WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests that this Court issue an Order compelling Hruska under penalty of contempt to (1) appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; (2) take the oath for her deposition testimony; (3) answer all questions until excused; and (4) produce the documents requested in the deposition notice at the time of the deposition. Respectfully submitted, RHOADS & SINON LLP By: 4 ,ice o d J. Shill Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. EXHIBIT A 937146.1 RHOADS & SINON LLP Stephen Moniak ph (717) 237-6732 f.c (717) 238-8623 smoniak cr rhoads-sinon.corn MAU x11 Reply to Harrisburg Office FILE No: 5290/37 August 6, 2014 Re: Hearing Instruments, Inc. v. Laurie Hruska; Cumberland County Court of Common Pleas; Civil Action No.: 14-4154 Civil Term Laurie Hruska 810 Timberidge Drive Bethel Park, Pennsylvania 15102 Dear Ms. IIruska: VIA FEDERAL EXPRESS OVERNIGHT Enclosed please find an Order issued by Judge Masland continuing the August 18, 2014 hearing. The Order authorizes your deposition on two (2) week's notice. To that end, please find a notice for your deposition. to take place on Friday, August 22, 2014 at 12 noon at my office in Harrisburg. The notice requires you to produce certain documents. Please be guided accordingly. SM/thl Enclosures Very truly yours, RHOADS & SINON LLP One South Market Square, 12th Floor • P.O. Box 1146 • Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 96046S.l IU1111U. rlioads-sin HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE IIRUSK.A, Defendant ) IN TI -IE COURT OF COMMON PLEAS )CUMBERLAND COUNTY, PENNSYLVANIA ) LAW AND EQUITY NO.: 14-4154 ) IN RE: MOTION FOR CONTINUANCE AND FOR EXPEDITED DISCOVERY IN ADVANCE OF PRELIMINARY INJUNCTION HEARING ORDER OF COURT AND NOMI, this. yday of August, 2014, upon consideration of Plaintiff's Motion for Continuance, it is hereby ORDERED that. the Motion is GRANTED. The Hearing on Plaintiff's Motion for Preliminary Injunction scheduled for August 18, 2014 is CONTINUED. Plaintiff may take the deposition of Defendant, including a request for production of documents, upon two (2) weeks notice. After the conclusion of Defendant's deposition, Plaintiff is directed to contact the Court's chambers to arrange for a new hearing date on Plaintiffs Motion for Preliminary Injunction. BY TI -IE COURT: Albert I -i. Ivlasland, J. Di .'bution T_ist. • f odd J, Shill, Esq. and Stephen Moniak, Esq. aurae Hruska t`sL g f kiyiy Nl l Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO l3ox 1146 1-larrisburg, PA 17103-1.146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoa.ds-sinon.com Attorneys for Plaints Hearing Instruments, Inc. I-IEARING INSTRUMENTS, INC., ) IN THE COURT OF COMMON .PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff ) LAW AND EQUITY v. NO. 14-4154 LAURIE HRUSKA, ) Defendant ) NOTICE OF DEPOSITION TO: Laurie Ilruska 810 Timberidge Drive, Bethel Park, Pennsylvania 151.02 PLEASE TAKE NOTICE that pursuant to Pa. R. Civ. P. 4007.1, Plaintiff will take the deposition of Laurie Hruska upon oral examination for the purpose of discovery and/or for use at trial before a Notary Public or other person Authorized to administer oath, at the Law Offices of Rhoads & Sinon LLP, 213 S. Market Street, 12th Floor, Harrisburg, PA, on Friday, August 22, 2014 at 12:00 p.m., and continuing from day to day thereafter until completed, on all matters .not privileged which are relevant and material to the issues and subject .natter involved in the above - captioned action. Laurie Hruska is requested and subpoenaed to appear at the aforesaid time and place and submit to examination under oath. 960-14S.1 Please take further notice that Laurie Hruska is requested, pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d), to bring to the deposition, and permit Plaintiff to inspect and copy at the deposition the documents identified in Exhibit "A" attached hereto. A. DEFINITIONS The following definitions shall apply to this Notice of Deposition: 1. "Documents" shall mean any correspondence, memoranda, inter -office communication, intra -office communication, agreement, minute, report, note, schedule, book of account, ledger, invoice, receipt, purchase order, pleading, questionnaire, contract, bill, check, draft, diary, log, proposal, bid, recording, telex, telegram, drawing, picture, table, graph, chart, map or survey, including the originals and working, handwritten drafts of all of the above and any copies thereof which are different from the original by way of interlineation or notation, including any transcript or summary of the foregoing and any other tangible date compilations from. which information may be used, including word processor systems, and any computer-based data in any medium. "Document" shall also mean any written, handwritten, printed, typed, or other graphic matter of any kind or nature, however produced, reproduced, or copies, including data compilations, e-mail, texts, and all other electronically stored data, however stored (including data files stored in/on office desktop computers/ workstations, notebook/laptop computers, home or personal computers, staff computers, palmtop devices or electronic organizers/secretaries, and network file servers/mini-computers; backup tapes including system -wide backups, disaster recovery backups, and personal or "ad hoc" backups; and other media sources including tape archives, replaced/removed drives, floppy diskettes, CD-ROMs, DVDs, zip cartridges, and other portable media), photographs, microfilms, video and audio tapes, and any other data compilations from which information can be obtained. B. INSTRUCTIONS The following instructions shall apply to this Notice of Deposition: 1. If any privilege is claimed as to any document, state for each such document its date, author, addressees, format (e.e., memo, letter, notes), the nature of the privilege claimed (e.a., attorney-client, work product) and the basis for claiming the privilege as to each specific item of information. 2. if any documents requested herein or fairly comprised within the scope of the requests have been lost or destroyed, please identify the documents so lost or destroyed together with the following information: (a) the date of origin; (b) a brief description of such document; (c) the author of the document; (d) the date upon which the document was lost or destroyed; and (e) a brief statement of the manner in which the document was lost or. destroyed. By: 3 Respectfully submitted, RHOADS & SINON LLP c L J. Shill Stephen 1Vloniak. One South Market Square P. 0. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. EXHIBIT "A" 1. All documents relating to your employment with Hearing Lab Technology, LLC or Liberty hearing- Aids. This includes but is not limited to any and all offer letters, e-mails, correspondence, employment agreements, payroll information, training information and sales information. 2. All documents relating to any ,other employment you sought or obtained following your termination of employment with hearing Instruments, Inc. on or about. April 17, 2014. 3. All information. of Hearing instrments, Inc. in your possession, custody or control, including but not limited to, training and technical manuals, sales manuals, presentation, and pricing information. 4. All documents reflecting your communications with any present or former customer of Hearing Instruments, .Inc, from April 17, 2014 to the present. 5. All documents reflecting sales by you, individually or on behalf of Hearing Lab Technology, LLC or Liberty Hearing Aids, from the beginning of your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids to the present. 6. A copy of your calendar from January 1, 2014 to the present. 7. All documents reflecting communications with any current or former employee of 1 -Tearing Instruments, Inc. from April 17, 2014 to the present. CERTIFICATE OF SERVICE 1 hereby certify that on this 6th day of August, 2014, a true and correct copy of the foregoing Notice of Deposition was served by means of electronic mail and United States snail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 Teresa H. head Teresa H. Laughead From: Sent: To: Subject: trackingupdates@fedex.com Thursday, August 07, 2014 5:10 PM Teresa H, Laughead FedEx Shipment 770777206216 Delivered fedex.com I Ship i Track. I Manage I Learn 1 Office/Prinf Services Your package has been delivered Tracking # 770777206216 Ship (P/U) date: Wednesday, 8/6/14 Stephen Moniak, Esquire Rhoads & Sinon LLP Harrisburg, PA 17108 US 111141101111 Delivered Delivery date: Thursday, 8/7/14 5:04 PM Laurie Hruska 810TIMBERIDGE DR BETHEL PARK, PA 15102 US Shipment Facts Our records indicate that the following package has been delivered. Tracking number: Status: Reference: Signed for by: Delivery location: Delivered to: Service type: Packaging type: Number of pieces: Weight: Special handling/Services: 770777206216 Delivered: 08/07/2014 5:04 PM Signed for By: Signature not required 5290/37 Signature not required BETHEL PARK, PA Residence FedEx Priority Overnight FedEx Envelope 1 0.50 Ib. Deliver Weekday Residential Delivery ELI Please do not respond to this message, This emait was sent from an unattended mailbox. This report was generated at approwmately 4:00 PM CDT on OU/07/2.014. EXHIBIT B RHOADS & SInON «P Stephen Moniak ph (717) 237-6732 ji (717) 238-8623 smoniak a.rhoads-sinon.com r' Yithr ka Reply to Harrisburg Office FILE No: 5290/37 August 21, 2014 Re: Hearing Instruments, Inc. v. Laurie Hruska; Cumberland County Court of Common. Pleas; Civil Action No.: 14-4154 Civil Term Laurie Hruska 810 Timberidge Drive Bethel Park, PA 15102 Dear Ms. Hruska: VIA FEDERAL EXPRESS OVERNIGHT This will confirm the voice mail I left for you this morning that as a one-time accommodation to you in light of your alleged medical issue with your swollen eye, we will conduct your deposition tomorrow, Friday, August 22, 2014 at 12:00 noon by telephone. You advised that while the issue with your eye will prevent you from driving temporarily, it would. not affect your ability to recall events and provide truthful testimony. As I indicated in the voice mail, I will call you at 412-583-7411 at 12:00 noon on Friday, August 22, 2014 for the telephone deposition. Very truly yours, RHOADS & SINON LLP B SMIthl ephen Moniak a DEPOSITION ,- ' EXHIBIT�a PO-) One South Market Square, 12th Floor • P.O. Box 1146 • 'Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610,423.4201 Stephen Moniak From: Sent: To: Subject: trackingupdates@fedex.com Friday, August 22, 2014 9:43 AM Stephen Moniak FedEx Shipment 770905605191 Delivered fedex.ccrn Ship Traci', l Manage Learn Office/Print Services Your package has been delivered Tracking # 770905605191 Ship (P/U) date: Thursday, 8/21/14 Stephen Moniak,Esquire Rhoads & Sinon LLP Harrisburg, PA 17108 US Delivered Shipment Facts Our records indicate that the following package has been delivered. Tracking number: Status: Reference: Signed for by: Delivery location; Delivered to: Service type: Packaging type: Number of pieces: Weight: Special handling/Servicos: 770905605191 Delivered: 08/22/2014,09:39 AM Signed for By: Signature not required 5290/37 Signature not required BETHEL PARK, PA Residence FedEx First Ovemight FedEx Envelope 1 0.50 Deliver Weekday Residential Delivery Delivery date: Friday, 8/22/14 9:39 AM Laurie Hruska 810 TIMBERIDGE DR BETHEL PARK, PA 15102 US E-477)1PIJasc. do not ieeponc: to this Mest.age. This email was sent frcm n uhattended ni x. This report eras generated at approximately 8:43 AM CDT on 08/22/2014. 1 EXHIBIT C IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HEARING INSTRUMENTS, INC., Plaintiff vs. LAURIE HRUSKA, Defendant CIVIL ACTION - LAW No. 14-4154 JURY TRIAL DEMANDED Scheduled Deposition of: LAURIE HRUSKA (VIA TELEPHONE) Taken by Plaintiff Date August 22, 2014, 12:00 p.m. Place Rhoads & Sinon, LLP One South Market Square Harrisburg, Pennsylvania Before APPEARANCES: • ▪ Ann M. Wetmore Reporter - Notary Public RHOADS & SINON, LLP By: STEPHEN MONIAK, ESQ. Appearing on behalf of the Plaintiff ALSO PRESENT: JULIA C. BEALL-McKELVEY (Via Telephone) Henderson Kashmere Wetmore, LLC (717)214-1182 2 (Pages 2 to 5) Henderson Kashmere Wetmore, LLC (717)214-1182 2 4 1 INDEX TO EXHIBITS 1 Harrisburg. 2 Hruska Deposition 2 I received a phone call from Ms. Hruska on 3 Exhibit Number Page 3 Monday, August 18, 2014, indicating that she elected not 1. Letter dated August 6, 2014, to 8 4 to hire an attorney, that she alleged -- 4 Laurie Hruska from Stephen Moniak, 5 MS. HRUSKA: Well, that's not true. Order of Court dated August 4, 2014, 6 MR. MONIAK: Hold on, let me -- don't 5 Notice of Deposition, and FedEx Shipment Facts 7 interrupt me and let me finish. 6 8 -- that she alleged she had an eye issue and 2. Letter dated August 21, 2014, to 8 9 that her husband could not drive her to Harrisburg for 7 Laurie Hruska from Stephen Moniak, and FedEx Shipment Facts 10 today's deposition because he was teaching in school and 8 11 that he could not take off work, and that the eye issue 9 12 would prevent her from traveling to Harrisburg for 10 13 today's deposition. 11 12 14 I told her that I would look into the 13 15 situation and respond back to her. 14 16 Yesterday, Thursday, August 21st, 2014, I 15 17 called to the telephone number that you called me from, 16 17 18 which appears to be your cell phone which is this phone 18 19 number that were calling on, area code 412-583-7411. 19 20 You did not answer the phone. 20 21 21 This was in the morning and I left a voicemail 22 22 message for you on that cell phone indicating that as a 23 23 follow-up to our conversation on Monday and in light of 24 24 your alleged medical issue that we would be proceeding 25 26 25 as an accommodation to you, a one-time accommodation, 3 5 1 MR. MONIAK: Well, here's what we're going to 1 wed be proceeding today by telephone instead of 2 do. 2 requiring your physical presence for this deposition in 3 MS. HRUSKA: I'm not going to say something 3 Harrisburg. 4 until I am medically cleared and I'm not taking 4 I also drafted and sent to you a letter 5 medication. 5 yesterday, August 21, via Federal Express Overnight, 6 MR. MONIAK: Okay. First of all, let's 6 which indicated that this will confirm the voicemail I 7 introduce the people that are on this phone call. 7 left for you this morning, that as a one-time 8 The first person is myself, Steve Moniak. I'm 8 accommodation to you in light of your alleged medical 9 the attorney for the Plaintiff in this case, Hearing 9 issue with your swollen eye, we will conduct your 10 Instruments, Inc. Also on the phone call is Julie 10 deposition tomorrow, Friday, August 22, 2014, at 12 noon 11 Beall -McKelvey, the president of Hearing Instruments, 11 by telephone. 12 Inc., the Plaintiff in this case. I'm also in the room 12 You advised that while the issue with your eye 13 with the court reporter, Ann Wetmore, and she is taking 13 will prevent you from traveling temporarily, it would 14 down a record of this deposition. 14 not effect your ability to recall events and provide 15 At this point in time, I'd like to refer to my 15 truthful testimony. 16 letter to Ms. Hruska of August 6th, 2014, which I 16 As I indicated in the voicemail, 1 will call 17 overnighted to her which she received on August 7th, 17 you at 412-583-7411 at 12 noon on Friday, August 22, 18 2014, which indicated that Judge Masland in this case 18 2014, for the telephone deposition. 19 issued an order permitting the Plaintiff to take your 19 I received confirmation from Federal Express 20 deposition upon two weeks' notice. 20 that that letter was delivered on Friday, August 22, 21 I provided a deposition notice to Ms. Hruska 21 2014, at 9:39 a.m. to your residence at 810 Timber Ridge 22 in that August 6th letter indicating that the deposition 22 Drive, Bethel Park, Pennsylvania, 15102. 23 would take place Friday, August 22nd, 2014, at 12 noon, 23 So at this point in time, Ms. Hruska, we have 24 which is now the appointed time. I indicated that the 24 the right and we will be proceeding with your telephone 25 deposition would take place at our offices in 25 deposition. So, let's begin the deposition. 2 (Pages 2 to 5) Henderson Kashmere Wetmore, LLC (717)214-1182 3 (Pages 6 to 9) Henderson Kashmere Wetmore, LLC (717)214-1182 6 8 1 The court reporter, who is again Ann Wetmore 1 deposition notice compelling her to appear today was 2 who's taking down a record of this, will now swear Ms. 2 provided to her on August 7, 2014, is when she received 3 Hruska in. 3 the notice, which accompanied my letter to her dated 4 THE REPORTER: If you raise your right hand, 4 August 6, 2014, which was provided to her, again, via 5 do you swear or affirm the testimony you are about to 5 Federal Express Overnight. 6 give will be the truth, the whole truth, and nothing but 6 Ms. Hruska clearly received that notice in the 7 the truth? 7 mail because, again, she contacted me on August 18, 8 MS. HRUSKA: (No audible response). 8 2014, in an attempt to cancel the deposition. 9 MR. MONIAK: Hello, Ms. Hruska? 9 I will attach to this record my letter dated 10 MS. HRUSKA: Yes. 10 August 6, 2014, to Ms. Hruska. I will also attach the 11 MR. MONIAK: Are you there? 11 Federal Express Confirmation that it was delivered to 12 MS. HRUSKA: Yes, I'm here. But I mean I'm 12 Ms. Hruska on August 7, 2014, and that the record will 13 not -- this is not — I'm not in a very good state to 13 further reflect that, again, Ms. Hruska unilaterally 14 talk to you. 14 terminated this deposition, refused to provide any 15 MR. MONIAK: Okay. Did you hear the court 15 testimony and refused to take the oath that she is 16 reporter's instructions? 16 required to take at this point in time. 17 MS. HRUSKA: Some of it. 17 I also attach to the transcript the August 21, 18 MR. MONIAK: Okay. We're going to repeat it 18 2014, letter that I provided to Ms. Hruska confirming 19 for you. 19 what I described on the record today as being an 20 MS. HRUSKA: First of all, okay, I'm not in 20 accommodation to her via telephone. 21 good reception. Pm picking up a prescription right 21 And that will close the record. 22 now, okay? I have a --1 have a appointment for the 22 (Hruska Deposition Exhibits Number 1 and 2 23 specialist and I have contacted an attorney in your 23 marked for identification.) 24 area, 24 (Whereupon, the deposition concluded at 12:10 25 MR. MONIAK: Okay. We're proceeding with the 25 p.rn.) 7 9 1 deposition today right now. 1 CERTIFICATE OF REPORTER 2 COMMONWEALTH OF PENNSYLVANIA: 2 MS. HRUSKA: I am under medication that would 3 COUNTY OF CUMBERLAND . 3 prevent me to give you -- that I may give you the wrong 4 I, Ann M. Wetmore, Reporter and Notary Public 4 information, which I don't want to give you the wrong 5 in and for the Commonwealth of Pennsylvania and County of Cumberland, do hereby certify that the foregoing 5 information and I'm sure you don't want me to give you deposition was taken before me at the time and place 6 the wrong information. So I will have my attorney 6 7 hereinbefore set forth, and that it is the testimony of: LAURIE HRUSKA 7 contact you. 8 I further certify that said witness was by me 8 I did not get anything in the mail today duly sworn to testify the whole and complete truth in 9 said cause; that the testimony then given was reported by 9 because I was not home. I don't know where you people me stenographically, and subsequently transcribed under 10 have — the mailbox is locked. So you guys can't even 10 my direction and supervision; and that the foregoing is a full, true, and correct transcript of my original 11 put stuff in my mailbox because it's locked. 11 shorthand notes. 12 So that's what I don't understand. Everyone 12 I further certify that lam not counsel for or related to any of the parties to the foregoing cause, or 13 keeps on saying they're sending me stuff, but unless you 13 employed by them or their attorneys, and am not 14 have a key, because I live in a community, you can't get interested in the subject matter or outcome thereof. 14 15 into my mailbox. It is not even at my house. Dated at Mechanicsburg, Pennsylvania, this 25th , v 16 MR. MONIAK: Ms. Hruska, we are proceeding 15 day of August, 2014. 16 17 18 with your deposition at this point in time. MS. HRUSKA: Fine (inaudible). 17 18 � �� 61,0„,&.,46(4.4,14._-- 6�t,�&.4 '`''''"'- 19 MR. MONIAK: I'm sorry? 19 RrtMWNotare ReeAnn porter -Notary Public 20 Let the record reflect at this point in time 20 21 that Ms. Hruska has hung up the phone and has terminated 21 The foregoing certification of this transcript 22 the deposition contrary to my instructions and has 22 does not apply to any reproduction of the same by any 23 refused to take the oath of a witness required in 23 means unless under the direct control and/or supervision of the certifying reporter. 24 Pennsylvania to take a deposition. 24 25 Let the record further reflect that the 25 3 (Pages 6 to 9) Henderson Kashmere Wetmore, LLC (717)214-1182 1 A a.m 5:21 ability 5:14 accommodation 4:25,25 5:8 8:20 accompanied 8:3 ACTION 1:3 advised 5:12 affirm 6:5 alleged 4:4,8,24 5:8 and/or 9:22 Ann 1:15 3:13 6:1 9:4,18 answer 4:20 appear 8:1 APPEARANC... 1:20 Appearing 1:22 appears 4:18 apply 9:22 appointed 3:24 appointment 6:22 area 4:19 6:24 attach 8:9,10,17 attempt 8:8 attorney 3:9 4:4 6:23 7:6 attorneys 9:13 audible 6:8 August 1:12 2:3 2:4,6 3:16,17 3:22,23 4:3,16 5:5,10,17,20 8:2,4,7,10,12 8:17 9:15 B back4:15 BEALL-McK... 1:24 3:11 behalf 1:22 Bethel 5:22 C C 1:24 ca113:7,10 4:2 5:16 called 4:17,17 calling 4:19 cancel 8:8 case 3:9,12,18 cause 9:9,12 cell 4:18,22 CERTIFICATE 9:1 certification 9:21 certify 9:5,8,12 certifying 9:23 CIVIL 1:3 cleared 3:4 clearly 8:6 close 8:21 code 4:19 COMMON 1:1 Commonwealth 9:2,4 community 7:14 compelling 8:1 complete 9:8 concluded 8:24 conduct 5:9 confirm 5:6 confirmation 5:19 8:11 confirming 8:18 contact 7:7 contacted 6:23 8:7 contrary 7:22 control 9:22 conversation 4:23 correct 9:10 counsel 9:12 County 1:1 9:3,4 court 1:1 2:4 3:13 6:1,15 Cumberland 1:1 9:3,5 D Date 1:12 dated 2:3,4,6 8:3 8:9 9:14 day 9:15 Defendant 1:6 delivered 5:20 8:11 DEMANDED 1:6 deposition 1:10 2:2,5 3:14,20 3:21,22,25 4:10,13 5:2,10 5:18,25,25 7:1 7:17,22,24 8:1 8:8,14,22,24 9:5 described 8:19 direct 9:22 direction 9:10 drafted 5:4 drive 4:9 5:22 duly 9:8 E effect 5:14 elected 4:3 employed 9:13 ESQ 1:21 events 5:14 Exhibit 2:2 Exhibits 2:1 8:22 Express 5:5,19 8:5,11 eye 4:8,11 5:9,12 F Facts 2:5,7 Federal 5:5,19 8:5,11 FedEx 2:5,7 Fine 7:18 finish 4:7 first 3:6,8 6:20 follow-up 4:23 foregoing 9:5,10 9:12,21 forth 9:6 Friday 3:23 5:10 5:17,20 full9:10 further 7:25 8:13 9:8,12 G give 6:6 7:3,3,4 7:5 given 9:9 going 3:1,3 6:18 good 6:13,21 guys 7:10 H hand 6:4 Harrisburg 1:14 4:1,9,12 5:3 hear 6:15 Hearing 1:3 3:9 3:11 Hello 6:9 hereinbefore 9:6 hire 4:4 Hold 4:6 home 7:9 house 7:15 Hruska 1:6,10 2:2,4,7 3:3,16 3:21 4:2,5 5:23 6:3,8,9,10,12 6:17,20 7:2,16 7:18,21 8:6,10 8:12,13,18,22 9:7 hung 7:21 husband 4:9 I identification 8:23 inaudible 7:18 INDEX 2:1 indicated 3:18 3:24 5:6,16 indicating 3:22 4:3,22 information 7:4 7:5,6 instructions 6:16 7:22 Instruments 1:3 3:10,11 interested 9:13 interrupt 4:7 introduce 3:7 issue 4:8,11,24 5:9,12 issued 3:19 J Judge 3:18 JULIA 1:24 Julie 3:10 JURY 1:6 K keeps 7:13 key 7:14 know 7:9 L Laurie 1:6,10 2:4,7 9:7 LAW 1:3 left 4:21 5:7 let's 3:6 5:25 letter 2:3,6 3:16 3:22 5:4,20 8:3 8:9,18 light 4:23 5:8 live 7:14 LLP 1:13,21 locked 7:10,11 look4:14 M M 1:15 9:4,18 mail 7:8 8:7 mailbox 7:10,11 7:15 marked 8:23 Henderson Kashmere Wetmore, LLC (717)214-1182 2 Market 1:14 Masland 3:18 matter 9:13 mean 6:12 means 9:22 Mechanicsburg 9:14 medical4:24 5:8 medically 3:4 medication 3:5 7:2 message 4:22 Monday 4:3,23 Moniak 1:21 2:4 2:7 3:1,6,8 4:6 6:9,11,15,18 6:25 7:16,19 morning 4:21 5:7 N noon 3:23 5:10 5:17 Notary 1:16 9:4 9:19 notes 9:11 notice 2:5 3:20 3:21 8:1,3,6 number 2:2 4:17 4:19 8:22 0 oath 7:23 8:15 offices 3:25 okay 3:6 6:15,18 6:20,22,25 one-time 4:25 5:7 order 2:4 3:19 original 9:10 outcome 9:13 Overnight 5:5 8:5 overnighted 3:17 P p.m 1:12 8:25 Page 2:2 Park 5:22 parties 9:12 Pennsylvania 1:1,14 5:22 7:24 9:2,4,14 people 3:7 7:9 permitting 3:19 person 3:8 phone 3:7,10 4:2 4:18,18,20,22 7:21 physical 5:2 picking 6:21 place 1:13 3:23 3:25 9:5 Plaintiff 1:4,11 1:22 3:9,12,19 PLEAS 1:1 point 3:15 5:23 7:17,20 8:16 prescription 6:21 presence 5:2 PRESENT 1:23 president 3:11 prevent 4:12 5:13 7:3 proceeding 4:24 5:1,24 6:25 7:16 provide 5:14 8:14 provided 3:21 8:2,4,18 Public 1:16 9:4 9:19 put 7:11 Q R raise 6:4 recall 5:14 received 3:17 4:2 5:19 8:2,6 reception 6:21 record 3:14 6:2 7:20,25 8:9,12 8:19,21 refer 3:15 reflect 7:20,25 8:13 refused 7:23 8:14,15 related 9:12 repeat 6:18 reported 9:9 reporter 1:16 3:13 6:1,4 9:1 9:4,19,23 reporter's 6:16 reproduction 9:22 required 7:23 8:16 requiring 5:2 residence 5:21 respond 4:15 response 6:8 Rhoads 1:13,21 Ridge 5:21 right 5:24 6:4,21 7:1 room 3:12 S saying 7:13 Scheduled 1:10 schoo14:10 sending 7:13 sent 5:4 set 9:6 Shipment 2:5,7 shorthand 9:11 Sinon 1:13,21 situation 4:15 sorry 7:19 South 1:14 specialist 6:23 Square 1:14 state 6:13 stenographica... 9:9 Stephen 1:21 2:4 2:7 Steve 3:8 stuff 7:11,13 subject 9:13 subsequently 9:9 supervision 9:10 9:22 sure 7:5 swear 6:2,5 swollen 5:9 sworn 9:8 T take 3:19,23,25 4:11 7:23,24 8:15,16 taken 1:11 9:5 talk 6:14 teaching 4:10 telephone 1:10 1:24 4:17 5:1 5:11,18,24 8:20 temporarily 5:13 terminated 7:21 8:14 testify 9:8 testimony 5:15 6:5 8:15 9:6,9 thereof 9:13 Thursday 4:16 Timber 5:21 time 3:15,24 5:23 7:17,20 8:16 9:5 today 5:1 7:1,8 8:1,19 today's 4:10,13 told 4:14 tomorrow 5:10 transcribed 9:9 transcript 8:17 9:10,21 traveling 4:12 5:13 TRIAL 1:6 true4:5 9:10 truth 6:6,6,7 9:8 truthful 5:15 two 3:20 U understand 7:12 unilaterally 8:13 V voicemail 4:21 5:6,16 vs 1:5 W want 7:4,5 we're 3:1 4:19 6:18,25 weeks' 3:20 Wetmore 1:15 3:13 6:1 9:4,18 witness 7:23 9:8 work 4:11 wrong 7:3,4,6 X Y yesterday 4:16 5:5 Z 0 1 12:3 8:22 12 3:23 5:10,17 12:00 1:12 12:10 8:24 14-4154 1:5 15102 5:22 18 4:3 8:7 2 2 2:6 8:22 Henderson Kashmere Wetmore, LLC (717)214-1182 3 2014 1:12 2:3,4 2:6 3:16,18,23 4:3,16 5:10,18 5:21 8:2,4,8,10 8:12,18 9:15 212:6 5:5 8:17 21st4:16 22 1:12 5:10,17 5:20 22nd 3:23 25th 9:14 3 4 4 2:4 412-583-7411 4:19 5:17 5 6 6 2:3 8:4,10 6th 3:16,22 7 7 8:2,12 7th 3:17 8 8 2:3,6 810 5:21 9 9:39 5:21 Henderson Kashmere Wetmore, LLC (717)214-1182 RHOADS & SINOn I LP Stephen Moniak ph (717) 237-6732 ft (717) 238-8623 smoniakarhoads-sinon.com R4l 171.0 QCF Reply to Harrisburg Office FILE No: 5290/37 August 6, 2014 Re: Hearing Instruments, Inc. v. Laurie Hruska; Cumberland County Court of Common Pleas; Civil Action No.: 14-4154 Civil Tenn Laurie Hruska 810 Timberidge Drive Bethel Park, Pennsylvania 15102 Dear Ms: Hruska: VIA FEDERAL EXPRESS OVERNIGHT Enclosed please find an Order issued by Judge Masland continuing th.e August 18, 2014 hearing. The Order authorizes your deposition on two (2) week's notice. To that end, please find a notice for your deposition to take place on Friday, August 22, 2014 at 12 noon at my office in Harrisburg. The notice requires you to produce certain documents. Please be guided accordingly. SM1thl Enclosures Very truly yours, RHOADS & SINON LLP Pi Pr CU6 DEPOSITION EXHIBfl to One South Market Square, 12th Floor • P.O. Box 1146 • Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423,4200 • fax: 610.423.4201 9co�rs.i aut.t,�iv.r loads-stnoJj com_ HEARING INSTRUMENTS, INC., Plaintiff v, LAURIE 1 RUSKA, Defendant ) IN TI -IE COURT OP COMMON PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA LAV AND EQUITY NO.: 14-4154 ) TN RE: MOTION FOR CONTINUANCE AND FOR EXPEDITED DISCOVERY IN ADVANCE OF PRELIMINARY INJUNCTION HEARING ORDER OF COURT AND NOW, this /d y of August, 2014, upon consideration of Plaintiffs Motion for Continuance, it is hereby ORDERED that the Motion is GRANTED. The Hearing on Plaintiff's Motion for Preliminary Injunction scheduled for August 18, 2014 is CONTINUED. Plaintiff may take the deposition of Defendant, including a request for production of documents, upon two (2) weeks notice. After the conclusion of Def'endant's deposition, Plaintiff is directed to contact the Court's chambers to arrange for a new hearing date on Plaintiff's Motion for Preliminary Injunction. DDii •i-t-ibution List: J. Shill, Esq. and Stephen Moniak, Esq. auric Hruska L.;ct__.L 9/4/PY /YI BY THE COURT: -;7 RI r- :7 r2J (ID �r CD t F ,y! ;i`Y Todd J. Shill,. Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1.146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, blearing Instruments; Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant ) IN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA ) LAW AND EQUITY ) NO. 14-4154 NOTICE OF DEPOSITION TO: Laurie IIruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 PLEASE TAKE NOTICE that pursuant to Pa. R. Civ. P. 4007.1, Plaintiff will take the deposition of Laurie Hntska upon oral examination for the purpose of discovery and/or for use at trial before a Notary Public or other person Authorized to administer oath, at the Law Offices of Rhoads & Sinon L.LP, 213 S. Market Street, 12`x' Floor, Harrisburg, PA, on Friday, August 22, 2014 at 12:00 p.m., and continuing from day to day thereafter until completed, on all matters not privileged which are relevant and material to the issues and subject matter involved in the above - captioned action. Laurie Hruska. is requested and subpoenaed to appear at the aforesaid time and place and submit to examination under oath. 960448,1 Please take further notice that Laurie Hruska is requested, pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d), to bring to the deposition, and permit Plaintiff to inspect:and copy at the deposition the documents identified in Exhibit "A" attached hereto. A. DEFINITIONS The following definitions shall apply to this Notice of Deposition: 1. "Documents" shall mean any correspondence, memoranda., inter -office communication, intra -office communication, agreement, minute, report, note, schedule, book of account, ledger, invoice, receipt, purchase order, pleading, questionnaire, contract, bill, check, draft, diary, log, proposal, bid, recording, telex, telegram, drawing, picture, table, graph., chart, map or survey, including the originals and working, handwritten drafts of all of the above and any copies thereof which are different from the original by way of interlineation or notation, including any transcript or summary of the foregoing and any other tangible date compilations from which information may be used, including word processor systems, and any computer-based data in any medium. "Document" shall also mean. any .written, handwritten, printed, typed, or other graphic matter of any kind or nature, however produced, reproduced, or copies, including data compilations, e-mail, texts, and all other electronically stored data, however stored (including data files stored in/on office desktop computers/workstations, notebook/laptop computers, home or personal computers, staff computers, palmtop devices or electronic organizers/secretaries, and network file servers/mini-computers; backup tapes including system -wide backups, disaster recovery backups, and personal or "ad hoc" backups; and other media sources including tape archives, replaced/removed drives, floppy diskettes, CD-ROMs, DVDs, zip cartridges, and other portable media), photographs, microfilms, video and audio tapes, and any other data compilations from which information can be obtained. B. INSTRUCTIONS The following instructions shall apply to this Notice of Deposition: 1. If any privilege is claimed as to any document, state for each such document its date, author, addressees, format (eev., memo, letter, notes), the nature of the privilege claimed (e.a., atto.rney-client, work product) and the basis for claiming the privilege as to each specific item of information. 2. If any documents requested herein or fairly comprised within the scope of the requests have been lost or destroyed, please identify the documents so lost or destroyed together with the following information: (a) the date of origin; (b) a brief description of such document; (c) the author of the document; (d) the date upon which the document was lost or destroyed; and (e) a brief statement of the manner in which the document was lost or destroyed. By: 3 Respectfully submitted, RHOADS Sc SINON LLP J. Shill Stephen Moniak One South Market Square P. 0. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Hearing Instruments, Inc. .c.X IB.JT "A" 1. All documents relating to your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids. This includes but is not limited to any and all offer letters, e-mails, correspdnclence, employment agreements, payroll information, training information and sales. information. 2. All documents relating to any ,other employment you sought or obtained following your termination of employment with Hearing Instruments, Inc. on or about April 17, 2014. 3. All information. of Hearing Instruments, Inc. in your possession, custody or control, including but not limited to, training and technical manuals, sales manuals, presentation, and pricing information. 4. All documents reflecting your communications with any present or former customer of Hearing Instruments, Inc. from April 17, 2014 to the present. 5. All documents reflecting sales by you, individually or on behalf of Hearing Lab Technology, LLC or Liberty Hearing Aids, from the beginning of your employment with. Hearing Lab Technology, LLC or Liberty Hearing Aicls to the present. 6. A copy of your calendar from January 1, 2014 to the present. 7. All documents reflecting communications with any current or former employee of Hearing Instruments, .Inc. from April 17, 2014 to the present. CERTIFICATE OF SERVICE T hereby certify that on this 6th day of August, 2014, a true and correct copy of the foregoing Notice of Deposition was served by means of electronic mail and United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 r _I Teresa H. Lr ighead Teresa H. Laughead From: trackingupdates@fedex.com Sent: Thursday, August 07, 2014 5:10 PM To: Teresa H. Laughead Subject: FedEx Shipment 770777206216 Delivered fedex.com 1 Ship 1 Track 1 Manage 1 Learn 1 Office/Print Services Your package has been delivered Tracking # 770777206216 Ship (P/U) date: Wednesday, 8/6/14 Stephen Moniak, Esquire Rhoads & Sinon LLP Harrisburg, PA 17108 US Delivered Delivery date: Thursday, 8/7/14 5:04 PM Laurie Hruska 810 TIMBERIDGE DR BETHEL PARK, PA 15102 US Shipment Facts Our records indicate that the following package has been delivered. Tracking number: 770777206216 Status: Delivered: 08/07/2014 5:04 PM Signed for By: Signature not required Reference: 5290/37 Signed for by: Signature not required Delivery location: BETHEL PARK, PA Delivered to: Residence Service type: FedEx Priority Overnight Packaging type: FedEx Envelope Number of pieces: 1 Weight: 0.50 Ib. Special handling/Services: Deliver Weekday Residential Delivery „. . Please dc not respond to this message. This email was sent from an unattended mailbox, This- report wes gerieratcd at approNimately 4:09 PM CDT on 08107/2014. 4 RHOADS & SINOn «P Stephen Moniak ph (717) 237-6732 fr (717) 238-8623 smoniak@rboads-sirion.com fi Reply to Harrisburg Office FILE NO: 5290/37 August 21, 2014 Re: Hearing Instruments, Inc. v. Laurie Hruska; Cumberland County Court of Common Pleas; Civil Action No.: 14-4154 Civil Term Laurie Hruska 810 Timberidge Drive Bethel Park, PA 15102 Dear Ms. Hruska: VIA FEDERAL EXPRESS OVERNIGHT This will confirm the voice mail I left for you this morning that as a one-time accommodation to you in light of your alleged medical issue with your swollen eye, we will conduct your deposition tomorrow, Friday, August 22, 2014 at 12:00 noon by telephone. You advised that while the issue with your eye will prevent you from driving temporarily, it would. not affect your ability to recall events and provide truthful testimony. As 1 indicated in the voice mail, I will call you at 412-583-7411 at 12:00 noon on Friday, August 22, 2014 for the telephone deposition. Very truly yours, RHOADS & SINON LLP B SM/th1 One South Market Square, 12th Floor • P.O. Box 1146 • Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 Stephen Moniak From: Sent: To: Subject: trackingupdates@fedex.com Friday, August 22, 2014 9:43 AM Stephen Moniak FedEx Shipment 770905605191 Delivered fedex.corn I Ship Track Manage .Learn I Offide/Print Services Your package has been delivered Tracking # 770905605191 Ship (Pill) date: Thursday, 8/21/14 Stephen Moniak, Esquire Rhoads & Sinon LLP Harrisburg, PA 17108 US Delivered Shipment Facts Our records indicate that the following package has been delivered. Tracking number: 770905605191 Status: Reference: Signed for by: Delivery location: Delivered to: Service type: Packaging type: Number of pieces: Weight: Special handling/Services: Delivered: 08/22/2014 09:39 AM Signed for By: Signature not required 5290/37 Signature not required BETHEL PARK, PA Residence FedEx First Overnight •FedEx Envelope 0.50 Ib, Deliver Weekday Residential Delivery Delivery date: Friday, 8/22/14 9:39 AM Laurie Hruska 810 TIMBERIDGE DR BETHEL PARK, PA 15102 US Pleaso do itot respondto his rieF..atje. This ornail was sent 'mai ari uhattended lhis report was yenerated approximately 8:43 AM COT on 08/22/2014. CERTIFICATE OF SERVICE I hereby certify that on this 26th day of August, 2014, a true and correct copy of the foregoing Motion to Compel Defendant's Deposition as served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 Teresa H. Laughead HEARING INSTRUMENTS, INC., ) IN THE COURT OF COMMON PLEAS 1 CUMBERLAND COUNTY, C ' Plaintiff ) PENNSYLVANIA V. ) LAW AND EQUITY 7> co Z LAURIE HRUSKA, NO. 14-4154 . C:,Defendant IN RE: MOTION TO COMPEL DEFENDANT'S DEPOSITION RDER OF COURT AND NOW, this day o 2014, upon consideration of Plaintiff's Motion to Compel Defendant's Deposition, it is hereby ORDERED that Plaintiff's Motion is GRANTED. The Court hereby ORDERS Defendant Laurie Hruska, under penalty of contempt, to: A. appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; B. take the oath for her deposition testimony; C. answer all questions until excused; and D. produce the documents requested in the deposition notice at the time of the deposition. Any failure to comply with the terms of this Order will subject Defendant to sanctions, as appropriate. BY THE COURT: Albert 1. Masland, J. Dpi ibution List: ✓Todd J. Shill, Esq. and Stephen Moniak, Esq. ,,--taurie Hruska I f�S • �I S ��iy Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant 1CitCi xR N.AliSE? -4 PIA 3: 23 E'! )ASY t.y A►411 A IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 PRAECIPE FOR ENTRY OF DEFAULT JUDGMENT TO THE PROTHONOTARY: Pursuant to Pennsylvania Rule of Civil Procedure 1037(b), due to the failure of Defendant Laurie Hruska to answer Plaintiffs Complaint or file a responsive pleading thereto, after having been served by the Sheriff on July 31, 2014, kindly enter judgment against Defendant and in favor of Plaintiff Hearing Instruments, Inc. as to liability on all counts of the Complaint. Damages are to be assessed at trial at which the issues shall be limited to the amount of damages in accordance with Pa. R. Civ. P. 1037(b)(1). The undersigned certifies that the Notice of Intention to file a Praecipe for Entry of Default Judgment, which is attached hereto as Exhibit "A", was duly served upon Defendant 4r1(4,3dP��t p9 366/3 963260.1 a-1-1 e 4 ,r/e pursuant to Pennsylvania Rule of Civil Procedure 237.1, via U.S. First Class Mail, at Defendant's last known address on August 22, 2014. Dated: September 4, 2014 By: 2 RHOADS & SINON LLP hen oniak, Esquire PA I.D. No. 80035 One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Hearing Instruments, Inc. EXHIBIT A 62J1P413.1 Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1 146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., ) ) Plaintiff ) ) v. ) ) LAURIE HRUSKA, ) Defendant ) IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 IMPORTANT NOTICE To: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 DATE: August 22, 2014 YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN (10) DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. 961978 .1 IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 By: 2 Respectfully submitted, RHOADS & SINON LLP Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Hearing Instruments, Inc. CERTIFICATE OF SERVICE I hereby certify that on this 22nd day of August, 2014, a true and correct copy of the foregoing Ten Day Notice was served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 ,a,lykAd Teresa H. Laughead CERTIFICATE OF SERVICE I hereby certify that on September 4, 2014, a true and correct copy of the foregoing Praecipe for Entry of Default Judgment was served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 /44./.(3/ - Teresa H. Laughead HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant TO: Laurie Hruska 810 Timberidge Drive Bethel Park, PA 15102 IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 IMPORTANT NOTICE PLEASE TAKE NOTICE that on the T day of September 2014, Hearing Instruments, Inc., the above-named Plaintiff, caused the entry of a Judgment by Default to be filed against you in the above-named Court and to the above -captioned term and number as follows: Judgment is hereby entered in favor of Plaintiff and against Defendant for liability on Counts I, II, III, IV and V of Plaintiff's Complaint. BY THE CURT: 963266.1 rothonotary Hearing Instruments, Inc V. Laurie Hruska Re: NO: 14-4154 This is a motion for: 1) A continuance 2) To have the deposition take place in Allegheny County I am requesting these motions for the following reasons .TH0110 rild, 2011ISEP 15 2: 18 CUNRERLAND PENN, YLvAiVIA 1 1) The defendant is currently under Federal Probation; she cannot leave the designated area without prior approval. The request has to be made ten days in advance of the desired trip. 2) The defendant has never received a copy of the complaint; Deputy Decker gave the complaint to "someone in a black car with a white dog" Deputy Decker has told the defendant he was going to "try" to get another copy of the complaint. 3) The defendant had an allergic reaction on July 24, 2014; since that time the defendant has seen three doctors. The defendant has an appointment on September 15, 2014 with a specialist. 4) I am requesting that the deposition and all matters pertaining to this case be continued defendant is medically cleared. aurie Ann Hruska 810 Timberidge Drive Bethel Park, PA 15102 412-583-7411 1 Hearing Instruments, Inc V. Laurie Hruska Re: NO: 14-4154 This is a motion to dismiss I am requesting a dismissal for the following reasons: Thz: F'ROFFIONO-T4 2014 SEP /7 Pt1 I: 28 CLIMBERLANO COUNTY PENNSYLVANIA 1) The case was based on the defendant working at the office located at 6211 Route 30 Greensburg, PA 2) The defendant is working at the office located at 80 Trinity Point Place Washington, PA 15301 aurie Ann Hruska 810 Timberidge Drive Bethel Park, PA 15102 412-583-7411 1 Hearing Instruments, Inc v. Laurie Hruska Re: NO: 14-4154 TO THE PROTHONTARY: Response: PRACIPE FOR ENTRY OF DEFAULT JUDGMENT t- 'LED -Lh i" tC OF THE PRO THONG L- f-, 2014 SEP 17 PM 1: 27 CUMBERLAND COUNTY PENNSYLVANIA I did not receive the complaint on July 31, 2014; Deputy Decker has informed me that he gave the complaint to a "woman in a black car with a white dog; who was in an end unit". I do not own a black car; he did not give me the paperwork. I spoke to him in August and he said he was "trying" to get another copy. I cannot give a response to something that I never received. The Plantiff s request to have a judgment filed against me for non-compliance is unfounded. rie Ann Hruska 810 Timberidge Drive Bethel Park, PA 15102 412-583-7411 Hearing Instruments, Inc v. Laurie Hruska Re: NO: 14-4154 TO THE PROTHONTARY: RESPONSE TO PLANTIFF'S COMPLAINT INTRODUCTION Lif- SE 17 PH I: Co CUMBERLAND COUNT Y -PENNSYLVANIA 1 I did not receive the complaint on July 31, 2014; Deputy Decker has informed me that he gave the complaint to a "woman in a black car with a white dog; who was in an end unit". I do not own a black car; he did not give me the paperwork. I spoke to him in August and he said he was "trying" to get another copy. I could not give a response to something that I never received. I have "tracked down" the woman in the black car that Deputy Decker saw on July 31, 2014 and did receive the paperwork on September 13, 2014. The woman (Eileen Pipik) was parked in my "810" parking spot on July 31, 2014, and Deputy Decker did give her paperwork. If her phone number and address is needed for verification; I will submit it to the court. I am filing a complaint against Deputy Decker at the Allegheny County Sheriff's Office next week. RESPONSE TO PLANTIFF'S COMPLAINT COUNT 1 BREACH OF CONTRACT I received a letter from Rhoads and Sinon in June 2014 stating that I was in Breach of Contract for working at 6211 Route 30, Greensburg, PA 15601. I sent them a response stating that the office at 6211 Route 30, Greensburg, PA 15601 was not open to my knowledge. (See exhibit 1) I could not be in Breach of Contract for working at an office that did not exist. Apparently Rhoads and Sinon filed a complaint for Hearing Instruments Inc on July 17, 2014 stating that I was in Breach of Contract. If I would have received this Complaint earlier; I would have responded with the following information sooner: 2 I am not in Breach of Contract for the following reasons: 1) I am not working within 20 miles of my contractual office with Hearing Instruments, Inc. I was hired to work in the office that is located at 5478 Campbell's Run Road, Pittsburgh, PA 15205. I was asked by Julie Beall to cover three other offices: a) 4125 Brownsville Road Brentwood, PA 15227 — she also asked me if I would like to work in that office permanently; I turned down her offer to switch contractual offices. b) 8755 Norwin Ave Irwin, PA 15642 — covered that office for her one day a week. c) 324 Mall Plaza Blvd. Monroeville, PA 15146 — I refused to cover that office. 2) I work at the following address which is over twenty miles from my contractual office; 80 Trinity Point Washington, PA 15301. Even if Hearing Instruments Inc wants to use the offices that Julie Beall asked me to cover for her as part of this complaint; I am still not working within 20 miles of any office. a) 5478 Campbell's Run Road Pittsburgh, PA is 24.43 miles from the Trinity Point Office. b) 4125 Brownsville Road Brentwood, PA is 20.34 miles from the Trinity Point Office. c) 8755 Norwin Ave Irwin, PA is 49.59 miles from the Trinity Point Office. COUNT II BREACH OF FIDUCIARY DUTY COUNT III VIOLATION OF PENNSYLVANIA UNIFORM TRADE SECRETS ACT COUNT IV TORTIOUS INTERFERENCE WITH CURRENT AND PROSPECTIVE BUSINESS RELATIONSHIPS COUNT V UNFAIR COMPETITION Counts 1, 2, 3, 4, and 5 are all based on the action of me working within 20 miles of my contractual office with Hearing Instrument; because I am not working within 20 miles, none of the counts have any merit. 1 am requesting that this case be dismissed. The Planti f's request to have a judgment filed against me for non-compliance is unfounded. aurie Ann IIruska 810 Timberidge Drive Bethel Park, PA 15102 412-583-7411 1 July 1, 2014 Re: Hearing Instruments, Inc. To whom it may concern: At this time the office at 6211 Route 30, Greensburg, Pennsylvania 15601 is not open for business. Sincerely, Laurie Ann Hruska, AS, BS, BC -HIS 810 Timberidge Drive Bethel Park, PA 15102 &K? HEARING INSTRUMENTS, INC., : IN THE COURT OF COMMON PLEAS OF PLAINTIFF CUMBERLAND COUNTY, PENNSYLVANIA V. LAURIE HRUSKA, DEFENDANT : 14-4154 CIVIL TERM AND NOW, this ORDER OF COURT day of September, 2014, the Defendant's pro se motion for a continuance of deposition is DENIED, in part, because Defendant has failed to advise the court of when the deposition is to be held. Defendant is advised to contact counsel for Plaintiff with her request. By the Court, Stephen Moniak, Esquire One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 For Plaintiff 4ieHruska 810 Timberidge Drive Bethel Park, PA 15102 :sal CO-DI'CS filatU q Albert H. Masland, J. Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff Hearing Instruments, Inc, HEARING INSTRUMENTS, INC., Plaintiff V. LAURIE HRUSKA, Defendant 'Ilia- PRO 7-1-1 N3' TA I\ 2-014SF_P 19 22 CUMBERLAND COUNTY PENNSYLVANIA, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 PLAINTIFF'S RESPONSE TO DEFENDANT'S "MOTION FOR THE CONTINUANCE OF THE DEPOSITION AND TO HAVE DEPOSITION DONE IN ALLEGHENY COUNTY" Plaintiff, Hearing Instruments, Inc., by its attorneys, Rhoads & Sinon LLP, files the within response in opposition to Defendant's "Motion for the Continuance of the Deposition and to have the Deposition done in Allegheny County." By way of background, by Order dated August 28, 2014, this Court ordered Defendant Laurie Hruska, under penalty of contempt to appear at the undersigned counsel's office for deposition upon one week's notice, take the oath for her deposition testimony, answer all questions until excused, and produce documents requested in the deposition notice. By letter dated September 3, 2014, the undersigned counsel provided Defendant notice of the rescheduled deposition for Tuesday, September 23, 2014, and enclosed a copy of Your Honor's Order. This Notice was delivered to Defendant via Federal Express on September 4, 2014. 964827.1 Hearing Instruments opposes Defendant's further attempt to avoid her deposition, and in support thereof, states as follows: 1. Admitted in part, and denied in part. It is admitted that Defendant is currently under federal probation. It appears from the federal criminal dockets in the U.S. District Court for the Western District of Pennsylvania that Defendant pled guilty to bank fraud (18 U.S.C. §§ 1344(1) and (2)), and money laundering (18 U.S.C. §§ 1957(a)), and judgments were issued in 2009. A copy of these judgments is attached hereto as Exhibit "A". It is admitted that Defendant cannot leave the judicial district without the permission of the Court or probation officer. It is denied that the request has to be made ten (10) days in advance of the desired trip. To the contrary, under the standard conditions of supervision included with the judgments (See Exhibit "A"), there is no time requirement imposed by the Court for her request to leave the judicial district. To the contrary, there is only a ten (10) day notice requirement with respect to Defendant's intent to change her residence or employment. In any event, Defendant was provided nineteen (19) day's notice of her deposition scheduled for September 23, 2014. 2. Denied. Defendant Laurie Hruska was personally served by Deputy Decker with original process on July 31, 2014 at 2:55 p.m., as reflected in the Sheriff's Return of Service, a copy of which is attached hereto as Exhibit "B". The undersigned counsel spoke with Deputy Decker on September 17, 2014, who confirmed that he personally served original process by handing a copy of the Complaint to Ms. Hruska at the front door of her residence on July 31, 2014. Defendant's attempts to deny receiving service of process should be dismissed by the Court as further efforts to avoid her deposition, and the consequences of her actions as alleged in the Complaint. 2 964827.1 3. Denied. Hearing Instruments is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 3 and the same are therefore denied. It is telling that Plaintiff does not elaborate on her alleged "allergic reaction", or even allege that it has any bearing on this case. 4. Denied. Defendant's instant request to continue her deposition is simply another effort to avoid her deposition all together, after previously failing to appear and take the oath for her deposition. Defendant has not set forth any legitimate basis to continue her deposition, or "have the deposition take place in Allegheny County". WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests that the Court deny Defendant's Request for a Continuance of her Deposition, and to have the Deposition take place in Allegheny County. Dated: September 19, 2014 By: 3 964827.1 RHOADS & SINON LLP en Mo. `ak, Esquire PA I.D. No. 80035 One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Hearing Instruments, Inc. "g/13413 1 EXHIBIT A Case 2:07-cr-00291-DSC Document 62 Filed 07/17/09 Page 1 of 7 AO 2450 (Rev. 09/08) Judgment in a Criminal Case Sheet I UNITED STATES DISTRICT COURT Western District of Pennsylvania UNITED STATES OF AMERICA V. Laurie A. Waltz ) ) ) JUDGMENT IN A CRIMINAL CASE Case Number: 2:07-cr-00291-001 USM Number: #09553-068 Robert E. Mielnicki, Esquire Defendant's Attorney THE DEFENDANT: pleaded guilty to count(s) 1 f-.3 pleaded nolo contendere to count(s) which was accepted by the court. 1:3 was found guilty on count(s) after a plea of not guilty. The defendant is adjudicated guilty of these offenses: Title & Section . Nature of Offense ::,-47K41•17' . GA344(1)142:;.':4,-Eserik Fraua The defendant is sentenced as provided in pages 2 through the Sentencing Reform Act of 1984. 0 The defendant has been found not guilty on count(s) 0 Count(s) 11 Offense En4ed 5/411 Count of this judgment. The sentence is imposed pursuant to 0 is 0 are dismissed on the motion of the United States. It is ordered that the defendant must notify the United States attorney for this district within 30 days of any change of name, residence, or mailing, address until all fines, restitution, costs, and special assessments imposed by this judgment are filly paid. If ordered to pay restitution, the defendant must notify the court and United States attorney of material changes in economic circumstances. 9 on ofJudgmen of Judge Gary L. Lancaster U.S. District Judge Name of Judge Title of Judge if I -1 ((1 9 Date Case 2:07-cr-00291-DSC Document 62 Filed 07/17/09 Page 2 of 7 AO 245B (Rev. 09/08) Judgment in Criminal Case Sheet 2— Imprisonment DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 IMPRISONMENT Judgment — Page 2 of 11 The defendant is hereby committed to the custody of the United States Bureau of Prisons to be imprisoned for a total term of: 24 months. This term shall run concurrently with the term of imprisonment imposed on the defendant at Criminal No. 07-403. 0 The court makes the following recommendations to the Bureau of Prisons: O The defendant is remanded to the custody of the United States Marshal. O The defendant shall surrender to the United States Marshal for this district: O at 0 a.m. 0 p.m. on O as notified by the United States Marshal. Vf The defendant shall surrender for service of sentence at the institution designated by the Bureau_of Prisons: O before 2 p.m. on cir as notified by the United States Marshal. o as notified by the Probation or Pretrial Services Office. RETURN I have executed this judgment as follows: Defendant delivered on to a , with a certified copy of this judgment. By UNITED STATES MARSHAL DEPUTY UNITED STATES MARSHAL Case 2:07-cr-00291-DSC Document 62 Filed 07/17/09 Page 3 of 7 AO 24513 (Rev. 09/D8) Judgment in a Criminal Case Sheet 3 — Supervised Release DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 SUPERVISED RELEASE Judgment—Page of 11 Upon release from imprisonment, the defendant shall be on supervised release for a term of : Five (5) years. This term shall run concurrently with the term of supervised release imposed on the defendant at Criminal No. 07-403. The defendant must report to the probation office in the district to which the defendant is released within 72 hours of release from the custody of the Bureau of Prisons. The defendant shall not commit another federal, state or local crime. The defendant shall not unlawfully possess a controlled substance. The defendant shall refrain from any unlawful use of a controlled substance. The defendant shall submit to one drug test within 15 days of release from imprisonment and at least two periodic drug tests thereafter, as determined by the court. 0 The above drug testing condition is suspended, based on the court's determination that the defendant poses a low risk of future substance abuse. (Check, if applicable) lit The defendant shall not possess a firearm, ammunition, destructive device, or any other dangerous weapon. (Check tfapplicable.) The defendant shall cooperate in the collection of DNA as directed by the probation officer. (Check, iffapplicable.) ❑ as didrected by shalldant eproba ion officer, with the Bureau of Priof sons,eorUany state Registration xoffender registrd at on agency ition Actn2 which he or she0resides, et q ) works, is a student, or was convicted of a qualifying offense. (Check, if applicable.) ❑ The defendant shall participate in an approved program for domestic violence. (Check If applicable.) If this judgment imposes a fine or restitution, it is a condition of supervised release that the defendant pay in accordance with the Schedule of Payments sheet of this judgment. The defendant must comply with the standard conditions that have been adopted by this court as well as with any additional conditions on the attached page. STANDARD CONDITIONS OF SUPERVISION I) the defendant shall not leave the judicial district without the permission of the court or probation officer; 2) the defendant shall report to the probation officer and shall submit a truthful and complete written report within the first five days of each month; 3) the defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer; 4) the defendant shall support his or her dependents and meet other family responsibilities; 5) the defendant shall work regularly at a lawful occupation, unless excused by the probation officer for schooling, training, or other acceptable reasons; 6) the defendant shall notify the probation officer at least ten days prior to any change in residence or employment; 7) the defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute, or administer any controlled substance or any paraphernalia related to any controlled substances, except as prescribed by a physician; 8) the defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered; 9) the defendant shall not associate with any persons engaged in criminal activity and shall not associate with any person convicted of a felony, unless granted permission to do so by the probation officer; 10) the defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view of the probation officer; 11) the defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer; 12) the defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court; and 13) as directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or characteristics and shall permit the probation officer to make such notifications and to confirm the defendants compliance with such notification requirement. Case 2:07-cr-00291-DSC Document 62 Filed 07/17/09 Page 4 of 7 AO 2458 (Rev. 09/08) Judgment in a Criminal Case Sheet 3A — Supervised Release DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 Judgment—Page 4 of 11 ADDITIONAL SUPERVISED RELEASE TERMS 1. The defendant shall not unlawfully possess a controlled substance. 2. The defendant shall not possess a firearm, ammunition, destructive devise, or any other dangerous weapon. 3. The defendant shall submit to urinalysis as directed by the probation officer and shall participate in a substance abuse treatment program, if necessary. It is also ordered that the defendant's initial drug test shall occur within 15 days of being placed on supervision and she shall undergo at least two periodic tests thereafter. 4. The defendant shall provide the probation officer with access to any requested financial information. 5. The defendant shall not incur new credit charges or open additional lines of credit without the approval of the probation officer. 6. The defendant shall pay any remaining restitution through monthly installments of not less than 10% of her gross monthly income, on a schedule developed by the probation office. 7. The defendant shall undergo an evaluation and, if deemed appropriate, participate in a mental health treatment program approved by the probation office. The defendant shall remain in any such program until she is released from it by the probation office. 8. The defendant shall cooperate in the collection of DNA as directed by the probation officer. A0245B (Rev.09/08)Jud ghHPran�na ithQ0291-DSC Document 62 Filed 07/17/09 Page 5 of 7 Sheet 5 — Criminal Monetary Penalties DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 CRIMINAL MONETARY PENALTIES Judgment— Page 5 of 11 The defendant must pay the total criminal monetary penalties under the schedule of payments on Sheet 6. Assessment TOTALS $ 100.00 Fine $ 0.00 Restitution S 225,704.00 ❑ The determination of restitution is deferred until . An Amended Judgment in a Criminal Case (AO 245C) will be entered after such determination. 0 The defendant must make restitution (including community restitution) to the following payees in the amount listed below. If the defendant makes a partial payment, each payee shall receive an approximately proportionedayment, unless specified otherwise in the priority order or percentage payment column below. However, pursuant to 18 U.S.C. § 3664(i), all nonfederal victims must be paid before the United States is paid. Name of Payee Flagstar Bank 5151 Corporate Drive • Troy; Mi4809� s at I Attn: Noelle Kahaian, Asst. V.P., Legal Dept. Total Loss* Restitution Ordered Priority or Percentage • TOTALS $ 225,704.00 0 Restitution amount ordered pursuant to plea agreement $ C1 225,704.00 Q The defendant must pay interest on restitution and a fine of more than $2,500, unless the restitution or fine is paid in full before the fifteenth day after the date of the judgment, pursuant to 18 U.S.C. § 3612(f). All of the payment options on Sheet 6 may be subject to penalties for delinquency and default, pursuant to 18 U.S.C. § 3612(g). lit The court determined that the defendant does not have the ability to pay interest and it is ordered that: Vthe interest requirement is waived for the 0 fine V restitution. ❑ the interest requirement for the 0 fine 0 restitution is modified as follows: * Findings for the total amount of losses are required under Chapters 109A, 110, 110A, and 113A of Title 18 for offenses committed on or after September 13, 1994, but before April 23, 1996. AO 24513 (Rcv.04/0&)JudCacnt nal Dim -n rCase -00291-DSC Document 62 Filed 07/17/09 Page 6 of 7 Sheet 6 — Schedule of Payments DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 SCHEDULE OF PAYMENTS Judgment — Page 6 of 11 Having assessed the defendant's ability to pay, payment of the total criminal monetary penalties is due as follows: A [.f Lump sum payment of $ 100.00 due immediately, balance due ❑ not later than ❑ in accordance B 0 Payment to begin C 0 Payment in equal (e.g. D ❑ Payment in equal , or 0 C, ❑ D, ❑ E, or F below; or immediately (may be combined with ❑ C, ❑ D, or ❑ F below); or (e.g., weekly, monthly, quarterly) installments of $ over a period of , months or years), to commence (e.g., 30 or 60 days) after the date of this judgment; or (e.g., weekly, monthly, quarterly) installments of $ over a period of (e.g., months or years), to commence term of supervision; or (e.g., 30 or 60 days) after release from imprisonment to a E ❑ Payment during the term of supervised release will commence within (e.g., 30 or 60 days) after release from imprisonment. The court will set the payment plan based on an assessment of the defendant's ability to pay at that time; or F E' Special instructions regarding the payment of criminal monetary penalties: Complete restitution must be paid prior to discharge from this sentence. Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All criminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. The defendant shall receive credit for all payments previously made toward any criminal monetary penalties imposed. Joint and Several Defendant and Co -Defendant Names and Case Numbers (including defendant number), Total Amount, Joint and Several Amount, and corresponding payee, if appropriate. Restitution shall be paid jointly and severally with her co -offenders. ❑ The defendant shall pay the cost of prosecution. ❑ The defendant shall pay the following court cost(s): ❑ The defendant shall forfeit the defendant's interest in the following property to the United States: Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal, (5) fine interest, (6) community restitution, (7) penalties, and (8) costs, including cost of prosecution and court costs. • AO 245B (Rev. 09/08) Juccfl§tern WgricjaQ 291- DSC Document 62 Filed 07/17/09 Page 7 of 7 Sheet 6A -- Schedule of Payments DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00291-001 Judgment—Page 7 of 11 ADDITIONAL DEFENDANTS AND CO-DEFENDANTS HELD JOINT AND SEVERAL Case Number Defendant and Co -Defendant Names fincludine defendant number) 4:y5i,cicogoi • Klibhggl 2:05-cr-00265 Daniel M. Laffey 2:06,.cr.60060 . , Bdag Trayl, • Total Amount Joint and Several Amount 1 • Corresponding Payee, if appropriate %,-44.•. A 4,!.. Flagstar Bank pdtfar Flagstar Bank • ' v*ipt, 2:07-cr-00154 William D. Edgar Case 2:07-cr-00403-DSC Document 26 Filed 07/17/09 Page 1 of 7 AO 245B (Rev. 09/08) Judgment in a Criminal Case Sheet I UNITED STATES DISTRICT COURT Western District of Pennsylvania UNITED STATES OF AMERICA V. Laurie A. Waltz JUDGMENT IN A CRIMINAL CASE Case Number: 2:07-cr-00403-001 USM Number: #09553-068 Robert E. Mielnicki, Esquire Defendant's Attorney TILE DEFENDANT: 'pleaded guilty to count(s) 1 0 pleaded nolo contendere to count(s) which was accepted by the court. El was found guilty on count(s) after a plea of not guilty. The defendant is adjudicated guilty of these offenses: Nature of Offense "un,deri The defendant is sentenced as provided in pages 2 through the Sentencing Reform Act of 1984. 0 The defendant has been found not guilty on count(s) El Count(s) 11 Offense Ended A172912ti0 Count of this judgment. The sentence is imposed pursuant to 0 is 0 are dismissed on the motion of the United States. It is ordered that the defendant must notify the United States attorney for this district within 30 days of any change of name, residence, or mailin address until all fines, restitution, costs, and special assessments imposed by this judgment are fully paid. If ordered to pay restitution, the defen ant must notify the court and United States attorney of material changes in economic circumstances. 7/17/2009 Date of position of Judt (c3 Sgtature of udge Gary L. Lancaster U.S. District Judge Name of Judge Title of Judge t 09 Date Case 2:07-cr-00403-DSC Document 26 Filed 07/17/09 Page 2 of 7 AO 245B (Rev. 09/08) Judgment in Criminal Case Sheet 2 — Imprsonment DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 IMPRISONMENT Judgment —Page 2 of 11 The defendant is hereby committed to the custody of the United States Bureau of Prisons to be imprisoned for a total term of 24 months. This term shall run concurrently with the term of imprisonment imposed on the defendant at Criminal No. 07-291. O The court makes the following recommendations to the Bureau of Prisons: O The defendant is remanded to the custody of the United States Marshal. O The defendant shall surrender to the United States Marshal for this district: D at 0 a.m. 0 p.m. on O as notified by the United States Marshal. 171 The defendant shall surrender for service of sentence at the institution designated by the Bureau of Prisons: o before 2 p.m. on cif as notified by the United States Marshal. O as notified by the Probation or Pretrial Services Office. RETURN I have executed this judgment as follows: Defendant delivered on to a , with a certified copy of this judgment. UNITED STATES MARSHAL By DEPUTY UNITED STATES MARSHAL Case 2:07-cr-00403-DSC Document 26 Filed 07/17/09 Page 3 of 7 AO 245B (Rev. 09/08) Judgment in a Criminal Case Shcet 3 — Supervised Release DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 SUPERVISED RELEASE Judgment—Page of 11 Upon release from imprisonment, the defendant shall be on supervised release for a term of : Three (3) years. This term shall run concurrently with the term of supervised release imposed on the defendant at Criminal No. 07-291. The defendant must report to the probation office in the district to which the defendant is released within 72 hours of release from the custody of the Bureau of Prisons. The defendant shall not commit another federal, state or local crime. The defendant shall not unlawfully possess a controlled substance. The defendant shall refrain from any unlawful use of a controlled substance. The defendant shall submit to one drug test within 15 days of release from imprisonment and at least two periodic drug tests thereafter, as determined by the court. ❑ The above drug testing condition is suspended, based on the court's determination that the defendant poses a low risk of future substance abuse. (Check if applicable.) The defendant shall not possess a firearm, ammunition, destructive device, or any other dangerous weapon. (Check, japplicable) The defendant shall cooperate in the collection of DNA as directed by the probation officer. (Check ((applicable) ❑ The defendant shall comply with the requirements of the Sex Offender Registration and Notification Act (42 U.S.C. § 16901, et seq.) as directed by the probation officer, the Bureau of Prisons, or any state sex offender registration agency in which he or she resides, works, is a student, or was convicted of a qualifying offense. (Check japplicable) ❑ The defendant shall participate in an approved program for domestic violence. (Check if applicable) If this judgment imposes a fine or restitution, it is a condition of supervised release that the defendant pay in accordance with the Schedule of Payments sheet of this judgment. The defendant must comply with the standard conditions that have been adopted by this court as well as with any additional conditions on the attached page. STANDARD CONDITIONS OF SUPERVISION 1) the defendant shall not leave the judicial district without the permission of the court or probation officer; 2) the defendant shall report to the probation officer and shall submit a truthful and complete written report within the first five days of each month; 3) the defendant shall answer truthfully all inquiries by the probation officer and follow the instructions of the probation officer; 4) the defendant shall support his or her dependents and meet other family responsibilities; 5) the defendant shall work regularly at a lawful occupation, unless excused by the probation officer for schooling, training, or other acceptable reasons; 6) the defendant shall notify the probation officer at least ten days prior to any change in residence or employment; 7) the defendant shall refrain from excessive use of alcohol and shall not purchase, possess, use, distribute, or administer any controlled substance or any paraphernalia related to any controlled substances, except as prescribed by a physician; 8) the defendant shall not frequent places where controlled substances are illegally sold, used, distributed, or administered; 9) the defendant shall not associate with any persons engaged in criminal activity and shall not associate with any person convicted of a felony, unless granted permission to do so by the probation officer; 10) the defendant shall permit a probation officer to visit him or her at any time at home or elsewhere and shall permit confiscation of any contraband observed in plain view of the probation officer; 11) the defendant shall notify the probation officer within seventy-two hours of being arrested or questioned by a law enforcement officer; 12) the defendant shall not enter into any agreement to act as an informer or a special agent of a law enforcement agency without the permission of the court; and 13) as directed by the probation officer, the defendant shall notify third parties of risks that may be occasioned by the defendant's criminal record or personal history or characteristics and shall permit the probation officer to make such notifications and to confirm the defendant s compliance with such notification requirement. Case 2:07-cr-00403-DSC Document 26 Filed 07/17/09 Page 4 of 7 AO 245B (Rev. 09/08) Judgment in a Criminal Case Sheet 3A — Supervised Release DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 Judgment—Page 4 or 11 ADDITIONAL SUPERVISED RELEASE TERMS 1. The defendant shall not unlawfully possess a controlled substance. 2. The defendant shall not possess a firearm, ammunition, destructive devise, or any other dangerous weapon. 3. The defendant shall submit to urinalysis as directed by the probation officer and shall participate in a substance abuse treatment program, if necessary. It is also ordered that the defendant's initial drug test shall occur within 15 days of being placed on supervision and she shall undergo at least two periodic tests thereafter. 4. The defendant shall provide the probation officer with access to any requested financial information. 5. The defendant shall not incur new credit charges or open additional lines of credit without the approval of the probation officer. 6. The defendant shall pay any remaining restitution through monthly installments of not less than 10% of her gross monthly income, on a schedule developed by the probation office. 7. The defendant shall undergo an evaluation and, if deemed appropriate, participate in a mental health treatment program approved by the probation office. The defendant shall remain in any such program until she is released from it by the probation office. 8. The defendant shall cooperate in the collection of DNA as directed by the probation officer. AO 245B (Rev, 09/08) Jed §ig 22er9riTriS 6-A0 4 0 3 - D S C Document 26 Filed 07/17/09 Page 5 of 7 Sheet 5 — Criminal Monetary Penalties Judgment— Page 5 of 11 DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 CRIMINAL MONETARY PENALTIES The defendant must pay the total criminal monetary penalties under the schedule of payments on Sheet 6. Assessment TOTALS $ 100.00 O The determination of restitution is deferred until after such determination. Fine $ 0.00 Restitution $ 225,704.00 . An Amended Judgment in a Criminal Case (40 2450 will be entered O The defendant must make restitution (including community restitution) to the following payees in the amount listed below. If the defendant makes a partial payment, each payee shall receive an approximately_ proportioned_payment, unless specified otherwise in the priority order or percentage payment column below. However, pursuant to 18 U.S.C. § 3664(0, all nonfederal victims must be paid before the United States is paid. Name of Payee Flagstar Bark 5151 Corporate Drive _ Troy; IVII Lrd4i. It; Attn: Noelle Kahaian, Asst. V.P., Legal Dept. Total Loss* Restitution Ordered Priority or Percentage r$24 Q1 trgra I 'F.: • TOTALS 225,704.00 O Restitution amount ordered pursuant to plea agreement $ $ 225,704.00 O The defendant must pay interest on restitution and a fine of more than $2,500, unless the restitution or fine is paid in full before the fifteenth day after the date of the judgment, pursuant to 18 U.S.C. § 3612(0. All of the payment options on Sheet 6 may be subject to penalties for delinquency and default, pursuant to 18 U.S.C. § 3612(g). f The court determined that the defendant does not have the ability to pay interest and it is ordered that: t the interest requirement is waived for the 0 fine 61 restitution. 0 the interest requirement for the 0 fme 0 restitution is modified as follows: * Findings for the total amount of losses are required under Chapters 109A, 110, 110A, and 11 3A of Title 18 for offenses committed on or after September 13, 1994, but before April 23, 1996. AO245B (Rev. 09/08) JudgVaZrQi74-i 0403 -DSC Document 26 Filed 07/17/09 Page 6 of 7 Sheet 6 — Schedule of Payments DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 SCHEDULE OF PAYMENTS Judgment — Page 6 of Having assessed the defendant's ability to pay, payment of the total criminal monetary penalties is due as follows: A I( Lump sum payment of $ 100.00 due immediately, balance due 11 ❑ not later than , or ❑ in accordance 0 C, 0 D, ❑ E, or E( F below; or B 0 Payment to begin immediately (may be combined with 0 C, 0 D, or ❑ F below); or C 0 Payment in equal (e.g., weekly, monthly, quarterly) installments of $ over a period of (e.g., months or years), to commence (e.g., 30 or 60 days) after the date of this judgment; or D 0 Payment in equal (e.g., weekly, monthly, quarterly) installments of $ over a period of (e.g., months or years), to commence (e.g., 30 or 60 days) after release from imprisonment to a term of supervision; or E ❑ Payment during the term of supervised release will commence within (e.g., 30 or 60 days) after release from imprisonment. The court will set the payment plan based on an assessment of the defendant's ability to pay at that time; or F i Special instructions regarding the payment of criminal monetary penalties: Complete restitution must be paid prior to discharge from this sentence. Unless the court has expressly ordered otherwise, if this judgment imposes imprisonment, payment of criminal monetary penalties is due during imprisonment. All cnminal monetary penalties, except those payments made through the Federal Bureau of Prisons' Inmate Financial Responsibility Program, are made to the clerk of the court. The defendant shall receive credit for all payments previously made toward any criminal monetary penalties imposed. Eif Joint and Several Defendant and Co -Defendant Names and Case Numbers (including defendant number), Total Amount, Joint and Several Amount, and corresponding payee, if appropriate. Restitution shall be paid jointly and severally with her co -offenders. ❑ The defendant shall pay the cost of prosecution. ❑ The defendant shall pay the following court cost(s): ❑ The defendant shall forfeit the defendant's interest in the following property to the United States: Payments shall be applied in the following order: (1) assessment, (2) restitution principal, (3) restitution interest, (4) fine principal, (5) fine interest, (6) community restitution, (7) penalties, and (8) costs, including cost of prosecution and court costs. A0245B 09/08) Juqgfile5giagnick-661403-DSC Document 26 Filed 07/17/09 Page 7 of 7 Sheet 6A — Schedule of Payments DEFENDANT: Laurie A. Waltz CASE NUMBER: 2:07-cr-00403-001 Judgment—Page 7 of 11 ADDITIONAL DEFENDANTS AND CO-DEFENDANTS HELD JOINT AND SEVERAL Case Number Defendant and Co -Defendant Names (including defendant number) • 2:057cr- 261 wheel Total Amount Joint and Several Amount Corresponding Payee, if appropriate • `. • 1. 2:05-cr-00265 Daniel M. Laffey 4.A4M0p0 Brian Tt • — a\A -4ege-r. 2:07 -dr -00154 William D. Edgar Flagstar Bank EXHIBIT B EXP: 08115/2014 PARK, PA 15102 onny R Anderson Sheriff Jody S Smith Chief Deputy C) SHERIFF'S OFFICE OF CUMBERLAND COUNTY ol IC-Hint/0, • \ '4/4 ••.:Pk .41VA;-74.! OFFC.F. OF TkE IIFF E(Poils- Richard W Stewart Solicitor Hearing Instruments, Inc. vs. Laurie Hruska Case Number 2014-4154 SERVICE COVER SHEET X60..7.0P7.441_,.,.:,ATOREMERMEMIRIMIGRAL PMIRMITIMERIRKERzlidlal Category: !Civil Action - Complaint & Notice Manner: ;Adult in Charge r Notes: Zone: Expires: I 08115/2014J Warrant: ii erVeZa'7W414;07.411.31g.irlinfA4gaiTi-th-7,740TA„ rt,a ii -A. ‘,,,,,,...-.....10 .,.:A49...,*4.4•.*;.,,,7.1.15W4,1...NIWAtrnZ,4Z.S.QPAV;katiii., riC3criag'rVOART- r W:_.{.1+,. 2.W.:&#1' 4...744?;'igrirts;FI..rreM7r4iirCirg.,., Mobile: 1' L Notes: •E ;Laurie Hruska rimary i810 Timeridge Drive Add?' ss: IBethel Park, PA 15102 DOB: Phon Alternate Address: Phone: Alternate Address: Phone: Notes: Notes: Notes: TithWAPNFieggiafitnita Name: ;Rhoads & Sinon LLP Phone: Date: Time: Mileage: Deputy: ttitipts 1,4,e4;n•MINVT,4'1,177T:,,,L , " ' ;',Vtlert114,4%11";:e2:41445.7Eki.4''°‘ ••,,,A,"!,M,Fr.1"7,4` ,rr..?,°3;4,,,,,,V,MTVPWritr17.,, • , Notes pecialsInstructions:tzirey.lqh, ?ea 5 e,r e,D vit)-04-4) atcA -AtiOgit4 0101 4- • r u L T I717-233-5731 7AW..,,f:711-Tigr;"1-a77,4WIr. dg- "Mrif3CW.Te."4.P.X.J 4a7tDkrkfa.,IRZfAnitaiiiKSIttik.;ii i( -e3 '7-31-14 2 -SS COMMONW OF PENNSYLVAN Notarial Seal Eda Jean Woodward, Notary Public Allegheny County My COmingion Explres May 28, 2016 0.14MqVI vANTA ASSOCIATION OF NOTARIES A CERTIFICATE OF SERVICE I hereby certify that on September 19, 2014, a true and correct copy of the foregoing Plaintiffs Response to Defendant's "Motion for the Continuance of the Deposition and to Have Deposition Done in Allegheny County" was served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, PA 15102 Alfi/Jd Teresa H. Laughead 964827.1 HEARING INSTRUMENTS, INC., : IN THE COURT OF COMMON PLEAS OF PLAINTIFF : CUMBERLAND COUNTY, PENNSYLVANIA V. LAURIE HRUSKA, DEFENDANT 14-4154 CIVIL TERM ORDER OF COURT AND NOW, this ,14k9 5i/ft:IC day of September, 2014, Defendant's two -paragraph Motion to Dismiss is DENIED. Even if Defendant had followed the local rules for motions, as required of all litigants whether represented by counsel or not, her averments are insufficient for the court to take any action. By the Court, Albert H. Masland, J. 4.7‘phen Moniak, Esquire One South Market Square, 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 For Plaintiff Hruska 810 Timberidge Drive Bethel Park, PA 15102 :sal CO • inclAtEcL pi es 9707. VP/ `—ryq m'2r7 rr </) 7) .7-) -‹ 4 X CD 1 CD Co Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 RHOADS & SINON LLP One South Market Square, 12th Floor PO Box 1146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak@rhoads-sinon.com Attorneys for Plaintiff, Hearing Instruments, Inc. HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant F:LED-0F EIi,E THE PROTHONO-iA,it'(' 2314 OCT 21 PM 1: 22 CUMBERLAND COUNTY PENNSYLVANIA IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 PLAINTIFF'S MOTION FOR CONTEMPT, FOR SANCTIONS AND TO COMPEL DEFENDANT'S DEPOSITION Plaintiff Hearing Instruments, Inc. ("Hearing Instruments"), by its counsel, Rhoads & Sinon LLP, after Defendant violated this Court's August 28, 2014 Order requiring her to appear for deposition and take the oath, hereby moves this Court pursuant to Pa. R. Civ. P. 4019 (a)(1)(vi), (vii), and (viii), for an Order under Rule 4019(c), (e), and (g)(1) in the form attached hereto, and in support thereof, avers the following: 1. This action involves claims that Defendant Laurie Hruska, a former employee of Hearing Instruments, has violated and is continuing to violate certain employment restrictions she agreed to by accepting employment and working for Hearing Lab Technology, LLC or Liberty Hearing Aids (collectively "Liberty"), a direct competitor of Hearing Instruments. 967812.1 2. Accordingly, on July 17, 2014, Hearing Instruments filed a Complaint, a Motion for a Preliminary Injunction, and Supporting Brief seeking to enjoin Hruska from continuing to violate the employment restrictions she agreed to when she worked for Hearing Instruments. 3. On August 1, 2014, Hearing Instruments moved this Honorable Court to continue the preliminary injunction hearing then scheduled for August 18, 2014, and for an order authorizing expedited discovery in the nature of Defendant's deposition. 4. By Order dated August 4, 2014, this Honorable Court granted Hearing Instruments' Motion, continued the hearing, and authorized expedited discovery as follows: Plaintiff may take the deposition of Defendant, including a request for production of documents, upon two (2) week's notice. 5. Two days later on August 6, 2014, the undersigned counsel for Hearing Instruments served the Order and a deposition notice upon Defendant, who is proceeding pro se, via overnight mail, scheduling Defendant's deposition for August 22, 2014 at 12:00 p.m. at the undersigned's office in Harrisburg. 6. The deposition notice requested Defendant to produce certain documents at the deposition pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d). 7. As an one-time accommodation to Defendant at her request, the undersigned counsel indicated to Defendant that the deposition would proceed as noticed by telephone. 8. On August 22, 2014 at 12:00 p.m., the undersigned counsel called Hruska for the deposition, who answered, but refused to take the oath and hung up. 9. Hearing Instruments then filed a motion to compel Defendant' deposition, which was granted by Order dated August 28, 2014. A true and correct copy of the August 28, 2014 Order is attached hereto as Exhibit "A". 2 10. The Court's August 28, 2014 Order required Defendant to appear at the undersigned counsel's office upon one week's notice, take the oath, answer all questions until excused, and produce the requested documents in the notice. 11. By letter dated September 3, 2014, the undersigned counsel issued an amended notice of Defendant's deposition for September 23, 2014. Defendant received this letter by overnight mail on September 4, 2014. A true and correct copy of the September 3, 2014 letter, amended deposition notice, and delivery confirmation is attached hereto as Exhibit "B". 12. Defendant then filed a motion to continue the deposition, contending that she was under "federal probation" and that she could not leave the designated area [Western District of Pennsylvania] without prior approval. Hruska represented to the Court that "the request had to be made ten days in advance of the desired trip." 13. The Court denied Defendant's request to continue the deposition by Order dated September 18, 2014. 14. To be sure Defendant received a copy of the Order denying her continuance request, the undersigned counsel emailed a copy of the Order to Defendant on September 22, 2014, the date the undersigned counsel received it. Defendant was informed the deposition would be conducted as scheduled for September 23, 2014. 15. Defendant received this email and responded by reply email requesting yet another continuance of the deposition claiming that "I did not receive clearance [from her probation officer] to leave the area". Defendant also claimed she did not receive a copy of the complaint. 16. The undersigned replied that the deposition would convene as scheduled for September 23, 2014. 3 17. Defendant did not appear for the September 23, 2014 deposition. A true and correct copy of the transcript from the attempted deposition is attached hereto as Exhibit "C". 18. The undersigned counsel contacted Defendant's probation officer who advised that Hruska never requested permission to leave the District for her court-ordered deposition. 19. The probation officer confirmed that she would have freely granted the request had she been asked, and there was no 10-day advance notice requirement for court orders. Defendant received nineteen (19) days advance notice of the deposition in any event. 20. The undersigned counsel also confirmed with the deputy sheriff that he served original process by personally handing Hruska a copy of the complaint at her residence on July 31, 2014. 21. Hruska has refused to obey the August 28, 2014 Order requiring her to submit to deposition, take the oath, and produce requested documents. 22. Pursuant to Pa. R. Civ. P. 4019(a)(1)(vi), this Court may, on motion, make an appropriate order if a party refuses to obey an order of court, inter alia, requiring the party to be sworn under subsection (b) of Rule 4019, and to answer questions asked at a deposition. 23. Pursuant to Pa. R. Civ. P. 4019(a)(1)(iv), this Court may, on motion, make an appropriate order if a party fails to appear before the person who is to take the deposition. 24. Pursuant to Pa. R. Civ. P. 4019(a)(1)(vii), this Court may, on motion, make an appropriate order if a party fails to respond that inspection for documents requested under 4009 will be permitted. 25. Pursuant to Pa. R. Civ. P. 4019(a)(1)(viii), this Court may, on motion, make an appropriate order if a party fails to obey an order of court respecting discovery. 4 26. The Court has discretion as to the nature of the order and sanctions to be imposed as provided for under Rule 4019(c). 27. It should be noted that a default judgment as to liability only has already been entered against Defendant by virtue of her failure to plead to the complaint. 28. Hearing Instruments seeks an Order: a. That all facts set forth in Hearing Instruments' Motion for Preliminary Injunction be established as true for purposes of this action pursuant to Pa. R. Civ. P. 4019(c)(1). b. That Defendant is precluded from opposing any of Hearing Instruments' claims set forth in its Motion for Preliminary Injunction pursuant to Pa. R. Civ. P. 4019(c)(2). c. That Defendant be required to pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred due to her failure to appear for the court-ordered deposition in the amount of $510.00 pursuant to Pa. R. Civ. P. 4019(e). d. That Defendant be required to pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred in obtaining the August 28, 2014 Order of compliance and this Order for sanctions, permitted under Pa. R. Civ. P. 4019(g)(1), due to Defendant's failure to appear for the court-ordered deposition. The undersigned counsel certifies these fees total $1,320.00, which are in addition to the above -referenced fees. 5 e. That Defendant be found in contempt of Court pursuant to Pa. R. Civ. P. 4019(c)(4) until such time as she appears for deposition at Plaintiff counsel's request upon one week's notice. f That Defendant must appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; take the oath for her deposition testimony; answer all questions until excused; and produce the documents requested in the deposition notice at the time of the deposition. 29. It is abundantly clear that Defendant has flouted this Court's Order requiring her to appear for deposition, making any excuse she can to avoid a deposition. 30. Defendant went so far as to represent that she did not obtain permission from her probation officer to travel to the deposition, when the probation officer confirmed to the undersigned attorney that Hruska never made the request to do so. 31. An Order of Court imposing sanctions is necessary to atone for Defendant's failure to obey this Court's Order. WHEREFORE, Plaintiff Hearing Instruments, Inc. respectfully requests that this Court issue an Order: a. That all facts set forth in Hearing Instruments' Motion for Preliminary Injunction be established as true for purposes of this action pursuant to Pa. R. Civ. P. 4019(c)(1). b. That Defendant is precluded from opposing any of Hearing Instruments' claims set forth in its Motion for Preliminary Injunction pursuant to Pa. R. Civ. P. 4019(c)(2). 6 c. That Defendant be required to pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred due to her failure to appear for the court-ordered deposition in the amount of $510.00 pursuant to Pa. R. Civ. P. 4019(e). d. That Defendant be required to pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred in obtaining the August 28, 2014 Order of compliance and this Order for sanctions, permitted under Pa. R. Civ. P. 4019(g)(1), due to Defendant's failure to appear for the court-ordered deposition. The undersigned counsel certifies these fees total $1,320.00, which are in addition to the above -referenced fees. e. That Defendant be found in contempt of Court pursuant to Pa. R. Civ. P. 4019(c)(4) until such time as she appears for deposition at Plaintiff counsel's request upon one week's notice. f. That Defendant must appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; take the oath for her deposition testimony; answer all questions until excused; and produce the documents requested in the deposition notice at the time of the deposition. Respectfully submitted, By RHOADS & ON LLP d J. Shill Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff, Hearing Instruments, Inc. . . NMI 62jIR13.1 EXHIBIT A 6 HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA rn 171 LAW AND EQUITY,'—' NO. 14-4154 IN RE: MOTION TO COMPEL DEFENDANT'S DEPOSITION RDER OF COURT AND NOW, this 0. day o G"7 N CO cD , 2014, upon consideration of Plaintiff's Motion to Compel Defendant's Deposition, it is hereby ORDERED that Plaintiff's Motion is GRANTED. The Court hereby ORDERS Defendant Laurie Hruska, under penalty of contempt, to: A. appear at counsel for Hearingln.struments, Inc.'s office for a deposition upon one week's notice; B. take the oath for her deposition testimony; C. answer all questions until excused; and D. produce the documents requested in the deposition notice at the time of the deposition. Any failure to comply with the terms of this Order will subject Defendant to sanctions, as appropriate. BY THE COURT: Albert -I. Masland, J. Dig -ibution List: Todd J. Shill, Esq. and Stephen Moniak, Esq. auric Hruska ,,�-yy�� IES /`Ct e zepy EXHIBIT B RHOADS S NON LLP • • September 3, 2014 Stephen Moniak ph (717) 237-6732 fic (7 7) 238-8623 smoniak(iklmads-sinon.com Reply to Ilarrisburg Office NU No: 5290/37 - Re: Rearing Instruments, Inc. v. Laurie Hruska; Cumberland County Court of Common. Pleas; Civil Action No.: 14-4154 Civil Term Laurie Hruska 810 Timberidge Drive Bethel Park, Pennsylvania 15102 Dear Ms, Hruska: VIA FEDERAL EXPRESS OVERNI Enclosed please find an Order issued by Judge Masland ordering you, under penalty of contempt, to appear at our office for a deposition upon one week's notice. The Order also orders you to take the oath for deposition testimony, answer all questions until excused, and produce the documents requested in the attached notice. To that end, please find an amended notice for your deposition to take place on Tuesday, September 23, 2014 at 12 noon al my office in Harrisburg. Please be guided accordingly. Very truly yours, RHOADS & SINON LLP SM/thl Enc I osu res One South Market Square, 12th Floor • P.O. Box 1146 * Harrisburg, PA 17108-1146 • ph: 717.233.5731 29 Dowlin Forge Road • Exton, PA 19341 • ph: 610.423.4200 • fax: 610.423.4201 963037,1 www.ritoads-sinoti.com HEARING INSTRUMENTS, INC., Plaintiff LAURTE HRUSKA, Defendant IN THE COURT OF COMMON PLEAS .jr".491,,,,VOM"......MC7.1003•211147.11! CUMBERLAND COUNTY, c.:., PENNSYLVANIA --, .....A. tz;z, 7:,.. Cn I— (.7) --...-• —, LAW AND EQUITY NI ''--7-' cid ...„ ... ,..-_-.). NO. 14-4154 1N RE: NlOTION TO COMPEL DEFENDANT'S DEPOSITION RDER OF COURT AND NOW, this 2/'day , 2014, upon consideration of Plaintiff's Motion to Compel Defendant's Deposition, it is hereby ORDERED that Plaintiff's Motion is GRANTED. The Court hereby ORDERS Defendant Laurie Hruska, under penalty of contempt, to: A. appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; 13. take the oath for her deposition testimony; C. answer all questions until excused; and D. produce the documents requested in the deposition notice at the time of the deposition. Any failure to comply with the terms of this Order will subject Defendant to sanctions, as appropriate. 13Y THE COURT: Di ibution List: Todd T. Shill, Esq. and Stephen Moniak, Esq. Hruska rex irek 28fry Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Mond:, Esquire Attorney ID No. 80035 RTIOA.DS & MON LLP One South Market Square, 12th Floor PO Box 1146 Ilarrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshillGrhoads-sinon.corn smoniak@rhoads-sinon.com Attorneysfor Plainnif Hearing Insfruments, Inc. HEARING INSTRUMENTS, INC., ) TN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff ) ) LAW AND EQUITY v. ) ) NO. 14-4154 LAURIE HRUSKA, ) ) Defendant ) AMENDED NOTICE OF DEPOSITION TO: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 PLEASE TAKE NOTICE that pursuant to Pa. R. Civ. P. 4007.1, Plaintiff will take the deposition of -Laurie Hruska upon oral examination for the purpose of discovery andior for use at trial before a Notary Public or other person Authorized to administer oath, at the Law Offices of Rhoads & Sinon LLP, 213 S. Market Street, 12th Floor, Harrisburg, PA, on Tuesday, September 23, 2014 at 12:00 p.m., and continuing from day to day thereafter until completed, on all matters not privileged which are relevant and material to the issues and subject matter involved in the above - captioned action. Laurie Hruska is requested and subpoenaed to appear at the aforesaid tirne and place and submit to examination under oath, 960148.2. Please take further notice that Laurie Hruska is requested, pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d), to bring to the deposition, and permit Plaintiff to inspect and copy at the deposition thc documents identified in Exhibit "A" attached hereto. A. DEFINITIONS The following definitions shall apply to this Notice of Deposition: "Documents" shall mean any correspondence, memoranda, inter -office communication, intra -office communication, agreement, minute, report, note, schedule, book of account, ledger, invoice, receipt, purchase order, pleading, questionnaire, contract,. bill, check, draft„diary, log, proposal, bid, recording, telex, telegram, drawing, picture, table,. graph, chart, map or survey, including the originals and working, handwritten drafts of all of the above and any copies thereof which are different from the original by way of interlincation or notation, including any transcript or summary of the foregoing and any other tangible date compilations from which information may be used, including word. processor systems, and any computer-based data in any medium, "Docu.ment" shall also mean any written, handwritten, printed, typed, or other graphic matter of any kind or nature, however produced, reproduced, or copies, including data compilations, e-mail, texts, and all other electronically stored data, however stored (including data 'files stored in/on office desktop computers/workstations, notebook/laptop computers, home .or personal computers, staff computers, palmtop devices or electronic organizers/secretaries, and network :file servers/mini-computers; backup tapes. includingsystem-wide backups, disaster recovery backups, and personal or "ad hoc" backups; and other media sources including tape archives, replaced/removed drives, floppy diskettes, CD-ROMs. DVDs, zip cartridges, and 2 other portable media), photographs, microfilms, video and audio tapes., and any other data compilations from .which information can be obtained. B. INSTRUCTION'S The following, instructions shall apply to this Notice of Deposition: I . If any privilege is claimed as to any document, state for each such document its. date, author, addressees, format (e.g., .merno, letter, notes), the nature of the privilege claimed (e.g„, attorney-client, work product) and the basis for claiming the privilege as to each specific item of information. If any documents requested herein or fairly comprised within the scope of the requests have been lost or destroyed, please identify the. documents so ]ost or destroyed together with the following information: (a) the date of origin; (b) a brief description. of such document; (c) the author of the document; (d) the date upon Which the document was lost or destroyed; and (e) a brief statement of the manner in which the document was lost or destroyed. By: 3 Respectfully submitted, RHOADS & SINON LLP d J. Shill Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-5731 Attorneys for Plaintiff Hearing Instrui Inc. CERTIFICATE OF SERVICE f hereby certify that on this 3rd day of September, 2014, a. true and eorrect copy of the foregoing Amended. Notice of Deposition was- served by means of Federal Express Overnight .Delivery, upon the following: Laurie Hruska 810 Timberid.ge Drive, Bethel Park, Pennsylvania 15102 Teresa I-1. Lattp_heecl EXHIBIT "A" All documents relating to your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids. This includes but is not limited to any and all offer letters, e-mails, correspondence, employment agreements, payroll information, training information and sales information. 2. All documents relating to any other employment you sought or obtained following your termination of employment with Hearing Instruments, Inc. on or about April 17, 2014. 3. All information of Hearing Instruments, Inc. in your possession, custody or control, including but not limited to, training and technical manuals, sales manuals, presentation, and pricing information. 4. A11 documents reflecting your communications with any present or former customer of Hearing Instruments, Inc. from April 17, 2014 to the present. 5. All documents reflecting sales by you, individually or on behalf of Hearing Lab Technology, LLC or Liberty Hearing Aids, from the beginning of your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids to the present, 6. A copy of your calendar from 'January 1, 2014 to the present. 7. All documents reflecting communications with any current or former employee of Hearing instruments, Inc. from April 17, 2014 to the present. EXHIBIT C IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA HEARING INSTRUMENTS, INC., Plaintiff LAW AND EQUITY NO. 14-4154 LAURIE HRUSKA, Defendant v. Deposition of: LAURIE HRUSKA Taken by: Plaintiff Date: September 23, 2014, 12:00 p.m. Place: One South Market Square Harrisburg, Pennsylvania Reporter: Vicki L. Fox Registered Merit Reporter Notary Public APPEARANCES: RHOADS & SINON, LLP By: STEPHEN MONIAK, ESQUIRE Appearing on behalf of the Plaintiff ALSO PRESENT: JILL BEALL-McKELVEY, via telephone 3 1 MR. MONIAK: This is the time and the place 2 for the scheduled deposition of Defendant Laurie 3 Hruska. It is approximately 12:11 p.m. on 4 September 23rd, 2014. 5 By Order of Court dated August 28th, 2014, 6 the Honorable Albert H. Masland ordered Defendant 7 Laurie Hruska under penalty of contempt to appear at 8 counsel for Hearing Instruments, Inc.'s office for a 9 deposition upon one week's notice, to take the oath 10 for her deposition testimony, to answer all questions 11 until excused, and to produce the documents requested 12 in the Deposition Notice at the time of the 13 deposition. 14 I issued a letter to Ms. Hruska dated 15 September 3rd, 2014, wherein I enclosed a copy of 16 Judge Masland's Order and also included an Amended 17 Notice for Ms. Hruska's deposition to take place on 18 Tuesday, September 23rd, 2014 at 12:00 noon at my 19 office here in Harrisburg. 20 (Hruska Deposition Exhibit 1 was produced. 21 and marked for identification. 22 MR. MONIAK: 1 have marked for 23 identification purposes for this deposition Hruska 1, 24 which is a copy of this letter. And also included at 25 the end of the exhibit is the confirmation that the 1 2 3 4 2 INDEX TO EXHIBITS Hruska Deposition Exhibit Page 1. September 3, 2014 letter, Stephen Moniak to 3 Laurie Hruska; Order of Court of Albert H. 5 Masland, J. dated August 28, 2014; Amended Notice of Deposition; Certificate of 6 Service, Exhibit "A" and FedEx Delivery Notice. 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Federal Express overnight package which contained this letter was delivered to Ms. Hruska at her residence on Thursday, September 4th, 2014 at 7:58 a.m. Ms. Hruska has chosen not to appear for today's deposition. And that is all 1 have. (The deposition was concluded at 12:14 p.m.) 4 Henderson Kashmere Wetmore, (717)214-1182 1 (Pages 1 to 4) LLC 2 (Page 5) Henderson Kashmere Wetmore, LLC (717)214-1182 5 1 I hereby certify that the proceedings and 2 evidence are contained fully and accurately in the 3 notes taken by me on the trial of the above cause, 4 and that this copy is a correct transcript of the 5 same. 6`. 7 8 9 � 28,(oejc: 10 Vicki L. Fox Registered Merit Reporter 11 12 13 14 The foregoing certification of this transcript does not apply to any reproduction by any 15 means unless under the direct control and/or supervision of the certifying reporter. 16 17 18 19 20 21 22 23 24 25 2 (Page 5) Henderson Kashmere Wetmore, LLC (717)214-1182 1 A a.m 4:4 accurately 5:2 Albert 2:4 3:6 Amended 2:5 3:16 and/or 5:15 answer 3:10 appear 3:7 4:5 APPEARANC... 1:19 Appearing 1:21 apply 5:14 approximately 3:3 August 2:5 3:5 B BEALL-McK... 1:23 behalf 1:21 cause 5:3 Certificate 2:5 certification 5:14 certify 5:1 certifying 5:15 chosen 4:5 COMMON 1:1 concluded 4:7 confirmation 3:25 contained 4:1 5:2 contempt 3:7 control 5:15 copy 3:15,24 5:4 correct 5:4 counsel 3:8 COUNTY 1:1 Court 1:1 2:4 3:5 CUMBERLA... 1:1 D Date 1:13 dated 2:5 3:5,14 Defendant 1:7 3:2,6 delivered 4:2 Delivery 2:6 deposition 1:11 2:2,5 3:2,9,10 3:12,13,17,20 3:23 4:6,7 direct 5:15 documents 3:11 E enclosed 3:15 EQUITY 1:5 ESQUIRE 1:21 evidence 5:2 excused 3:11 exhibit 2:2,6 3:20,25 EXHIBITS 2:1 Express 4:1 F Federal 4:1 FedEx 2:6 foregoing 5:14 Fox 1:15 5:10 fully 5:2 G 11 H 2:4 3:6 Harrisburg 1:14 3:19 Hearing 1:4 3:8 Honorable 3:6 Hruska 1:6,11 2:2,4 3:3,7,14 3:20,23 4:2,5 Hruska's 3:17 identification 3:21,23 Inc.'s 3:8 included 3:16,24 INDEX 2:1 Instruments 1:4 3:8 issued 3:14 J J 2:5 JILL 1:23 Judge 3:16 K L L 1:15 5:10 Laurie 1:6,11 2:4 3:2,7 LAW 1:5 letter 2:4 3:14 3:24 4:2 LLP 1:20 M marked 3:21,22 Market 1:14 Masland 2:5 3:6 Masland's 3:16 means 5:15 Merit 1:16 5:10 Moniak 1:21 2:4 3:1,22 N noon 3:18 Notary 1:16 notes 5:3 notice 2:5,6 3:9 3:12,17 0 oath 3:9 office 3:8,19 Order 2:4 3:5,16 ordered 3:6 overnight 4:1 P p.m 1:13 3:3 4:7 package 4:1 Page 2:2 penalty 3:7 Pennsylvania 1:1,14 place 1:14 3:1,17 Plaintiff 1:4,12 1:21 PLEAS 1:1 PRESENT 1:23 proceedings 5:1 produce 3:11 produced 3:20 Public 1:16 purposes 3:23 questions 3:10 R Registered 1:16 5:10 reporter 1:15,16 5:10,15 reproduction 5:14 requested 3:11 residence 4:3 RHOADS 1:20 scheduled 3:2 September 1:13 2:4 3:4,15,18 4:3 Service 2:6 SINON 1:20 South 1:14 Square 1:14 Stephen 1:21 2:4 supervision 5:15 T take 3:9,17 taken 1:12 5:3 telephone 1:23 testimony 3:10 Thursday 4:3 time 3:1,12 today's 4:6 transcript 5:4,14 trial5:3 Tuesday 3:18 U V v1:5 Vicki 1:15 5:10 week's 3:9 X Y 0 1 1 2:4 3:20,23 12:00 1:13 3:18 12:11 3:3 12:14 4:7 14-4154 1:6 2 2014 1:13 2:4,5 3:4,5,15,18 4:3 23 1:13 23rd 3:4,18 28 2:5 28th 3:5 3 3 2:4,4 3rd 3:15 4 4th 4:3 5 6 Henderson Kashmere Wetmore, LLC (717)214-1182 2 Henderson Kashmere Wetmore, LLC (717)214-1182 RHOADS & SINON LLP Stephen Moniitk ph (717) 237-6732 fr (717) 238-8623 smoniakk-Prhoads-sinoo.com .,;,M*Is:VN:P:AatxriM.ttifitMiVetf•WM-NRP"*.rt*.., -#44:4050-441-SIV Reply to Harrisburg Office FILE NO: 5290/37 September 3, 2014 Re: Hearing Instruments, Inc. v. Laurie Ilruska; Cumberland County Court of Common Pleas; Civil Action No.: 14-4154 Civil Term Laurie Hruska. 810 Timberidge Drive Bethel Park, Pennsylvania 15102 Dear Ms. Hruska: VIA FEDERAL EXPRESS OVERNIGHT Enclosed please find an Order issued by Judge Masland ordering you, under penalty of contempt, to appear at our office for a deposition upon one week's notice. The Order also orders you to take the oath for deposition testimony, answer all questions until excused, and produce the documents requested in the attached notice. To that end, please find an amended notice for your deposition to take place on Tuesday, September 23, 2014 at 12 noon at my office in Harrisburg. Please be guided accordingly. SM/thl Enclosures One South Market Square, 12th Floor • P.O. Box 114 c) 6 • , Very truly yours, RHOADS & SINON LLP Harrisburg, P4 17108-1146 • ph: 717.233.5731 * 0 HEARING INSTRUMENTS, INC., ) IN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, ci c Plaintiff ) PENNSYLVANIA -r -0-- ) rnup V. ) LAW AND EQUITY ) LAURIE HRUSKA, ) r— — ) NO. 14-4154 ----.`-c3 Defendant - ---. IN RE: MOTION TO COMPEL DEFENDANT'S DEPOSITION --:. QRDER OF COURT AND NOW, this day , 2014, upon consideration of Plaintiffs Motion to Compel Defendant's Deposition, it is hereby ORDERED that Plaintiffs Motion is GRANTED. The Court hereby ORDERS Defendant Laurie Hruska, under penalty of contempt, to; A. appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week's notice; B. take the oath for her deposition testimony; C. answer all questions until excused; and D. produce the documents requested in the deposition notice at the time of the deposition. Any failure to comply with the terms of this Order will subject Defendant to sanctions, as appropriate. BY THE COURT: Albert H. Masland, J. Di -ibution List: Todd J. Shill, Esq. and Stephen Moniak, Esq. Hruska e zepv ario Todd J. Shill, Esquire Attorney ID No. 69225 Stephen Moniak, Esquire Attorney ID No. 80035 Rl-LOADS & SINON LLP One South Market Square, 12th Floor PO Box 1 146 Harrisburg, PA 17108-1146 Telephone: (717) 233-5731 Facsimile: (717) 238-8622 Email: tshill@rhoads-sinon.com smoniak a: rhoads-sinon.com Attorneys for Plaintiff' hearing Instruments, Inc. TEARING INSTRUMENTS, INC., ) IN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff ) LAW AND EQUITY v. ) NO. 14-4154 I._AURIE HRUSKA, ) Defendant ) AMENDED NOTICE OF DEPOSITION TO: Laurie Hruska 810 Timberidge.Drive, Bethel Park, Pennsylvania 15102 PLEASE TAKE NOTICE that pursuant to Pa. R. Civ. P. 4007.1, Plaintiff will take the deposition of Laurie Hruska upon oral examination for the purpose of discovery and/or for use at trial before a Notary Public or other person Authorized to administer oath, at the Law Offices of Rhoads & Sinon LLP, 213 S. Market Street, 12th Floor, Harrisburg, PA, on Tuesday, September 23, 2014 at 12:00 p.m., and continuing from day to day thereafter until completed, on all matters not privileged which are relevant and material to the issues and subject matter involved in the above - captioned action. Laurie Hruska is requested and subpoenaed to appear at the aforesaid time and place and submit to examination under oath. 96044S.2 Please take further notice that Laurie Hruska is requested, pursuant to Pa. R. Civ. P. 4009.1 and 4007.1(d), to bring to the deposition, and permit Plaintiff to inspect and copy at the deposition the documents identified in Exhibit "A" attached hereto. A. DEFINITIONS The following definitions shall apply to this Notice of Deposition; 1. "Documents" shall mean any correspondence, memoranda, inter -office communication, intra -office cornmunication, agreement, minute, report, note, schedule, book of account, ledger, invoice, receipt, purchase order, pleading, questionnaire, contract, bill, check, draft, diary, log, proposal, bid, recording, telex, telegram, drawing, picture, table, graph, chart, map or survey, including the originals and working, handwritten drafts of all of the above and any copies thereof which are different from the original by way of interlineation or notation., including any transcript or summary of the foregoing and any other tangible date compilations from which information may be used, including word processor systems, and any computer-based data in any medium. "Document" shall also mea.n any written, handwritten, printed, typed, or other graphic matter of any kind or nature, however produced, reproduced, or copies, including data compilations, e-mail, texts, and all other electronically stored data, however stored (including data files stored in/on office desktop computers/workstations, notebookllaptop computers, home or personal computers, staff computers, palmtop devices or electronic organizers/secretaries, and network file servers/mini-computers; backup tapes including system -wide backups, disaster recovery backups, and personal or "ad hoc" backups; and other media sources including tape archives, replaced/removed drives, floppy diskettes, CD-ROMs, DVDs. zip cartridges, and 2 other portable media), photographs, microfilms, video and audio tapes, and any other data compilations from which information can be obtained. B. INSTRUCTIONS The following instructions shall apply to this Notice of Deposition: 1. If any privilege is claimed as to any document, state for each such document its date, author, addressees, format (e.,., memo, letter, notes), the nature of the privilege claimed (e.2.. attorney-client, work product) and the basis for claiming the privilege, as to each specific item of infonnation. 2. If any documents requested herein or fairly comprised within the scope of the requests have been.lost or destroyed, please identify the documents so lost or destroyed together with the following information: (a) the date of origin; (b) a brief description of such document; (c) the author of the document; (d) the date upon which the document was lost or destroyed; and (c)• a brief statement of the manner in which the document was lost or destroyed. By: 3 Respectfully submitted, RHOADS & SINON LLP rTdJ. Shill. Stephen Moniak One South Market Square P. O. Box 1146 Harrisburg, PA 17108-1146 (717) 233-3731 Attorneys for Plaintiff Hearing Instruments, Inc. CERTIFICATE OF SERVICE 1 hereby certify that on this .3rd day of September, 2014, a true and correct copy of the 'foregoing Amended Notice of Deposition was served by means of Federal Express Overnight Delivery, upon the following,: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 jAd Teresa I-1. Laughea'd 9 EXHIBIT "A" L. All documents relating to your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids. This includes but is not limited to any and all offer letters, e-mails, correspondence, employment agreements, payroll information, training information and sales information. 2. All documents relating to any other employment you sought or obtained following your termination of employment with Hearing Instruments, Inc. on or about April 17, 2014. 3. All information of Hearing Instruments, Inc. in your possession, custody or control, including but not limited to, training and technical manuals, sales manuals, presentation, and pricing information. 4. All documents reflecting your communications with any present or former customer of Hearing Instruments, Inc. from April 17, 2014 to the present. 5. All documents reflecting sales by you, individually or on behalf of Hearing Lab Technology, LLC or Liberty Hearing Aids, from the beginning of your employment with Hearing Lab Technology, LLC or Liberty Hearing Aids to the present. 6. A copy of your calendar from January 1, 2014 to the present. 7. All documents reflecting communications with any current or former employee of Hearing Instru rents, Inc. from April 17, 2014 to the present. Teresa H. Laughead From: Sent: To: Subject: trackingupdates@fedex.com Thursday, September 04, 2014 8:02 AM Teresa H. Laughead FedEx Shipment 771034385729 Delivered fedex.com Ship Track I Mange I Learn 1 Office/Print Services Your package has been delivered Tracking # 771034385729 Ship (PAM date, Wednesday, 9/3/14 Stephen Moniak: Esquire Rhoads & Sinon LLP Hanisburg, PA 17108 US Delivered Shipment Facts Our records indicate that the following package., has been delivered. Tracking number: Status: Reference: Signed for by: Delivery location: Delivered to: Service type: Packaging type: Number of pieces: Weight: Special handling/Services: 771034385729 Delivered: 09/04/2014 07:58 AM Signed for By: Signature not required. 5290/37 Signature not required BETHEL PARK, PA Residence FedEx First Overnight FedEx Envelope 0.50 Ib. Deliver Weekday Residential Delivery Delivery date: Thursday, 9/4/14 7:58 AM Laurie Hruska 810 TIMBERIDGE DR BETHEL PARK, PA 15102 US 171 Pis‘ase, do not rsspond to this message,. This email was sent from air unattendd mailbox, This report was generated at app:•cPcilriately 7:01 AM CDT ori 09/0•1/2014. CERTIFICATE OF SERVICE I hereby certify that on this o1 day of October, 2014, a true and correct copy of the foregoing Motion for Sanctions, for Contempt, and to Compel Defendant's Deposition as served by means of United States mail, first class, postage prepaid, upon the following: Laurie Hruska 810 Timberidge Drive, Bethel Park, Pennsylvania 15102 Teresa H. Laughead IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HEARING INSTRUMENTS, INC. Plaintiff v. LAURIE HRUSKA Defendant. CIVIL DIVISION LAW AND EQUITY 2014-4154 CIVIL TERM „,. - • ---.: (7") PETITION TO TRANSFER VENUE ON THE GROUNDS OF FORUM NON CONVENIENS Defendant, Laurie Hruska, by undersigned counsel and pursuant to Pa.R.Civ.P. 1006(d)(1), petitions this Honorable Court to transfer venue on the grounds offorum non conveniens, and in support thereof, sets forth the following: 1 On July 17, 2014, Plaintiff, Hearing Instruments, Inc., filed a Complaint against Defendant, Laurie Hruska, alleging that Defendant was engaged in wrongful conduct by being or while employed with Hearing Loss Technology, LLC, or Liberty Hearing Aids. It is alleged that Defendant is subject to restrictive covenants that she entered into with Plaintiff, Hearing Instruments, Inc., while employed with the aforementioned company, and that Defendant is violating those covenants. (Plaintiff s Complaint, Introduction). 2. Pursuant to Pa.R.Civ.P. 1006(d)(1), Defendant, Laurie Hruska, requests that this Honorable Court transfer venue to Allegheny County on the grounds of forum non conveniens. 3. Defendant, Laurie Hruska, resides in Allegheny County, Pennsylvania and at all times material hereto, resided in Allegheny County, Pennsylvania. Plaintiff's Complaint sets forth Defendant's address as 810 Timberidge Drive, Bethel Park, PA 15102. (Plaintiff's Complaint ¶2). 4. While Defendant, Laurie Hruska, worked for Plaintiff, Hearing Instruments, Inc., she resided in Allegheny County, Pennsylvania. 5. Defendant, Laurie Hruska, currently works for Hearing Lab Tecnology at a Sam's Club location in Tarentum, PA, which is in Allegheny County. 6. When one looks at Plaintiffs Complaint, there is almost no connection to Cumberland County. Plaintiff's entire basis for venue in Cumberland County is a contention that venue is proper because "Defendant accepted and signed her Employment Agreement with Hearing Instruments, Inc. at its headquarters in Cumberland County." (Plaintiff's Complaint ¶6). 7. The only thing that Defendant, Laurie Hruska, did in Cumberland County, was entering into an employment agreement with Plaintiff, Hearing Instruments, Inc. in Cumberland County where it was contemplated that Defendant's work would be outside Cumberland County. 8. If Defendant, Laurie Hruska, is using personal or confidential information obtained from Plaintiff, Hearing Instruments, Inc., she is not doing so in Cumberland County, but in Allegheny County or Western Pennsylvania. Plaintiffs Complaint specifically states that Defendant was to work in Robinson, Pennsylvania; Brentwood, Pennsylvania; and Irwin, Pennsylvania, all of which are in Allegheny County, with the exception of Irwin, which is in Westmoreland County. (Plaintiffs Complaint ¶ 8; a copy of the relevant contract is attached as Exhibit "A"). 9. Plaintiff's Complaint specifically alleges that Defendant is violating the terms of her employment agreement by now working in Greensburg, Pennsylvania. (Plaintiff's Complaint ¶ 17). Greensburg is in Westmorland County, which borders Allegheny County. 10. In fact, anything that Plaintiff, Hearing Instruments, Inc., is alleging that Defendant, Laurie Hruska, is doing, has done, or is being done, is in Allegheny County, Pennsylvania or Westmoreland County, Pennsylvania. 11. Defendant would have to travel nearly two hundred (200) miles to take part in any litigation, or anything related to litigation, in Cumberland County. 12. Witnesses from Hearing Lab Technology or Liberty Hearing Aids may need to be deposed. It would be ridiculously burdensome for said individuals to travel to Cumberland County for depositions or trial. It is not clear what or who Hearing Lab Technnolgy or Liberty Hearing Aids is, but it appears to have some affiliation with Sam's Club. 13. Venue can be oppressive when it results in travel in excess of three and one-half hours and involves at least two hundred (200) round trip miles. See Stoner v. Penn Kleen, Inc., 59 A.3d 612 (Pa.Super. 2012). 14. While the cost of gasoline has declined, such is still in excess of $3.00 a gallon and Defendant, Laurie Hruska, as well as witnesses from Allegheny County, or Westmoreland County, would be financially burdened, if venue is not transferred to Allegheny County. 15. Cumberland County is a forum non conveniens for litigation in this matter as: a) the action could have and debatably should have, been filed in Allegheny County or Westmoreland County and; b) litigation in Cumberland County would be oppressive to Defendant and numerous witnesses. 16. Defendant, Laurie Hruska, understands that the best venue might be Westmoreland County, but there is already a suit involving Plaintiff, Hearing Instruments, Inc. (by Plaintiff against Kellie Tankersley/Cumberland County Docket 2014-0187) that has been transferred to Allegheny County, and involves the same employment contact with a different employee. 17. An affidavit from Defendant, Laurie Hruska, is attached as Exhibit "B," which further substantiates that venue in this matter is not appropriate in Cumberland County. WHEREFORE, Defendant, Laurie Hruska, requests that this Honorable Court issue a rule upon Plaintiff why venue should not be transferred to Allegheny County and that this Honorable Court transfer venue to Allegheny County. Respectful) submitted, Robert E. Mielnicki, Esquire Attorney for Defendant EMPLOYMENT AGREEMENT HEARING INSTRUMENTS, INC. In consideration any employment or continued employment by HEARING INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp Hill, Pennsylvania (referred to as the "Company") and the compensation paid to me by the Company from time to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. f. 1 agree that during my employment pith the Company, I will devote my full business time and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than for the Company: I acknowledge that this Agreement does not create any obligation on my part to work for the Company, or on the part of the Company to employ me, for any fixed period of time, and my employment is at will and may be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or under any specific terms or conditions. 2. Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the term of this Agreement. The rate of compensation will be determined in advance by the Company and provided in writing to Employee, a copy of which is attached hereto as Exhibit "A". Compensation will be paid based on monies received by Company on Employee's sales and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in full. Employee understands that compensation rates will change from time to time as conditions, prices, expenses, etc. change, determined by Company. 4. 1 acknowledge and agree that all Confidential Information is the property of the Company and that 1 have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which may be valuable to the Company, as a consequence of my employment by the Company, including, but not limited to, information that 1 have conceived, originated, devised, discovered, invented, or developed, either alone or with others. 5. (a) I acknowledge that, in and as a result of the provision by me of services to the company, I shall or may be snaking use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists of customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"). As a material inducement to the Company to engage my services (or to continue to so engage my services) and to pay to me compensation for such services to be rendered to the Company by me (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), I covenant and agree that I shall not, for any purpose, other than the purposes of the Company, at any time during or following the terms of my provision of services to the Company, directly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or use to any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, any such Confidential Worn ion which has been obtained by or disclosed to me as a result of the Company's engagement of my services. (b) I agree I may not copy or otherwise duplicate any such Confidential Information in whole or in part, without the prior written approval of the Company, except in connection with and in accordance with the terns hereof. 1 agree I shall use all reasonable means to safeguard any Confidential Information to which 1 have access and retain it in a safe and secure place. (c) 1 shall use every reasonable and prudent precaution to ensure that any individual to whom such Confidential Information is or has been disclosed (in connection with the provision by me of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or othervise use such Confidential Information except pursuant to the terms of this Agreement during, and subsequent to the termination of the relationship between me and such individual. 6. I agree to abide by all state and federal laws governing the sale and service of hearing aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty days after employment terinination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In the event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any state and federal law governing sale and service of hearing aids, no unpaid commissions or bonus will be paid or shall be considered due to an employee. (b) Employee agrees to report to Company each business day all sales and services perfor►ned and all monies collected by employee. Employee also agrees to submit within 48 hours of collection all monies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions from monies received. All monies, checks or drafts received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which I have access shall be used by me solely in connection with my employment by the Company. It shall not be used either internally or externally by me for any use outside the purpose and scope of my employment by the Company. I shall not make the Confidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. I agree that I will not take with me any Confidential Information that is in written, machine readable, model, or other forst, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon or after the termination of -my employment with the Company, for any reason whatsoever, without the prior written consent of the Company. 1 also agree that upon termination of my employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under iny control to the Company. I further agree that upon termination of my employment with the Company for any reason whatsoever, I will return to the Company any property of the Company within my possession or control. 2 10. Neither this Agreement, nor any of the rights and obligations under this Agreement of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's written consent. 11. I agree not to engage in any business directly or indirectly competitive with any business of the Company without the Company's prior written consent during the period of my employment with the Company, alone or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual. 12. (a) 1 agree to devote my best efforts to the work assigned to ine by the Company. If 1 have any other employment, I will advise the Company at the time of hire. If there is any substantial change in the degree of time or effort required of such other work, I will also advise the company of such change. (b) 1 will not initiate, continue, or expand such outside employment without the express written permission of the Company. 13, (a) 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 proprietary information acquired by me in confidence 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 with this Agreement. (b) 1 agree to advise the Company of the identity of any successor employer for whom I am scheduled to work, prior to the time I terminate employment with the Company. I further agree to disclose to any future employer the existence of this Agreement and my obligations hereunder. 14. If and when 1 leave the employ of the Company for any reason whatsoever, 1 agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee who had worked for the Company during any time period when I worked for the Company. I expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is terminated for any reason, with or without cause, I will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with me or any company or business with which I am or may become associated, nor will I directly or indirectly solicit present or former clients or customers of the Company. I further agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship with the Company was obtained through my efforts. I further agree that 1 shall not, for a continuous uninterrupted period commencing upon the expiration or termination of my employment by the Coinpany, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the same as or substantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive area served by Employee or within a radius of 20 miles thereof. I recognize that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. The initial area to be served by Employee is Robinson, Pennsylvania and may be amended from time to time by instruction of the Company. 3 16. (a) If any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court of competent jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and me concerning the subject matter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such terms, covenants and conditions. (c) I acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach of any such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terms hereof. I agree that in the event of a breach of either Paragraph 11 or Paragraph 15 of this Agreement by me, I will be liable to Company as liquidated damages in an amount of money equal to the total sum of any sales by me as Employee on my own behalf or on behalf of others contrary to the best interests of Company. In addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. I acknowledge that I have previously made my living in other fields and that the restrictive provisions of this Agreement in no way prevent ine from earning a living in the event I should breach these provisions. (d) This Agreement shall be binding upon ine irrespective of the duration of my employment with the Company or the amount of my salary, wages or commissions. For purposes of this Agreement, the period of my employment shall include any thne during which I am retained as a consultant by the Company. My obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (e) I understand, acknowledge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (1) willingly. (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement are for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied in accordance with the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. (j) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement. Any representation, promise or condition not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in lieu of all existing agreements or arrangements between the parties. I warrant and represent that 1 have the legal right to enter into this Agreement and that 1 do so 4 17. Employee agrees to work the minimum office hours which are 9:00 am to 5:00 pm. In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours may be amended from time to time by the company with consent from the employee. 18. Employee understands that as a pant of training, and for future evaluations, the Company will, from time to time, be monitoring sessions with clients or customers. 1 hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes. 19. Receipt of Copy of Agreement. 1 hereby acknowledge receipt of a duplicate copy of this Agreement. 1 ACKNOWLEDGE THAT BEFORE SIGNING BELOW I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND FULLY UN RSTAND THE SAME. Dated: (-0 / a /1 ACCEPTED AND AGREED FOR: Nearing Instruinents. Inc. (Company) Signatt (Emplol- Date: G Date: 5 /1r EXHIBIT "A" Compensation for Laurie Waltz will be as follows: Beginning on Wednesday June 15, 2011 compensation will be a $750/week salary for 2 weeks. Beginning Monday June 27th, 2011 compensation will be a $300/week draw against commissions with 15% commission paid on all product lines. PA State Hearing Aid Fitters Exam: • After employee has successfully passed the PA State Hearing Aid Fitters Exam, the compensation pian will be a $300/week draw against commissions with 17% commission paid on all product lines. • Employee must take the PA State Exam on the fust available testing day after hiring which will be October 28th, 2011. Bonus structure: • A 3% bonus will be paid on net sales of $130,000 or more sold in a calendar quarter. The bonus will be considered to be earned 60 days after the end of the quarter on all products satisfactorily delivered. • if any quarterly bonus level is not earned but net sales of $500,000 in a calendar year is achieved, the 3% bonus will still be paid. • An additional 2% bonus will be paid on net sales of $700,000 in a calendar year. • All sales trade from any office will count toward bonus. Health Insurance Contributions: • After 90 days, employee will receive $200.00 per month as a contribution to their own Health Insurance Plan. Commissions ou Batteries/Accessories: • Beginning with the first full month on the draw system, employee will receive 17% commission on all batteries and accessories sold Vacation: • After l year of employment, employee will receive 2 weeks vacation and 5 personal days. See Time and attendance procedure document for additional information on requesting time off. Because employee is on draw/commission, this time is not paid. 401K Plan: • Employee will qualify, after 6 months, for participation in the company retirement plan. Employee is responsible for contacting the corporate accountant at our corporate office within 6 months of employment to become enrolled in the cotnpany retirement plan. Froin time to time the company will promote special events and deeply discounted sales. The commission amount will vary with each situation. Compensation arrangetnents in the future will change as circumstances change. Svcle Confident Agreement Form of Confidentiality Agreement for employees, agents, representatives, third party suppliers, and all other Individuals or entities who utilize or may have access to Confidential information THIS AGREEMENT is made as of this day, l4, /Z 4 , 2011 by and between Hearing Instruments, Inc. ("Franchisee") and Laurie Waltz ("Confidant"). • RECITALS A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that certain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Agreements"). B. Franchisee has received and will periodically receive Confidential Information of Miracle -Ear. "Confidential Information" includes the whole or any portion of know-how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained in any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which Miracle -Ear describes the Miracle -Ear® System or any operational policies, manuals, standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the Internet or other online or computer conununications, and any other kaiowledge or know-how concerning the methods of operation of the Miracle -Ear® centers. C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential lnfonnation, may not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information, D. Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whore Franchisee has disclosed the Confidential Information. E. Confidant wants to become or currently is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, THEREFORE, in consideration of foregoing, the payment of $1.00 that at the time of execution of this Agreement Franchisee is paying to Confidant, and the mutual covenants and reliance of the parties, the parties agree as follows: 1. Confidant agrees that (a) it will treat as confidential and will not disclose the Confidential Information which may be made or become available to Confidant; (b) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose which may be detrimental to Miracte-Ear or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this date, Confidant has never disclosed Confidential l nformation to any third party, with the exception of third parties with whom Confidant has subcontracted for the performance of some or all of Confidant's obligations to Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of • this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph 1 hereof. 3. Nothing stated herein shall preclude the disclosure of Confidential Information in response to a valid order of a court, governmental agency or other govenunental body or any political subdivision thereof or as otherwise required by law, provided, however, that if Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify Miracle -Ear and Franchisee promptly so that Miracle -Ear and Franchisee may seek a protective order or other appropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of this Agreement. Confidant agrees to use reasonable efforts to cooperate with Miracle - Ear and Franchisee in connection with Miracle -Ear's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any other remedy respecting such requested or required disclosure. 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. in the event of a breach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to au injunction restraining 7 such breach or to a decree of specific performance, without showing or proving any actual damage and without any obligation to post bond or grant any other type of guaranty, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that Miracle -Ear might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No modification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless made in writing and signed by the party to be charged thereby and by Miracle -Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a waiver. This Agreement niay not be assigned by Confidant without the express prior written consent of Miracle -Ear. 6. The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to this Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement must be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State counts located in Hennepin County, Minnesota; (ii) by Miracle -Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State courts located in Hennepin County, Minnesota, or in the competent courts located in the State where Confidant has its domicile at the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction of said courts. All parties hereby waive any and all rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, or any legal action initiated for the recovery of damages for breach of this Agreement. 8. Franchisee and Confidant expressly agree that Miracle -Ear is a third party beneficiary of this Agreement and as such Miracle -Ear shall have the right to enforce any and all remedies available upon the violation of any of the provisions under this Agreement. In addition, Miracle -Ear may require Franchisee to bring any action that Miracle -Ear considers appropriate in the event of any breach by Confidant hereunder. In the event that Miracle -Ear or Franchisee make a claim that Confidant has violated Confidant's obligations under this Agreement, Confidant will have the burden of proving that such violation did not occur. 9. Confidant confirms they understand and will comply with all State and Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or criminal actions. Confidant also affirms their future compliance with such regulations including that they shall; 1) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific written authorization of an additional location for access; 2) use only the unique Username assigned to confidant when accessing the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of their logon credentials; 3) shall enter true and accurate information into the system, and understand that entry of such information constitutes their affirmation of such information by means of a legal electronic signature. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in the manner appropriate to each. FRANCHISEE Hearing Instruments, Inc. By: By: Julia C. McKelvey CONFIDANT Its: President and CEO (Print Name) S AFFIDAVIT When I worked for Hearing Instruments Incorporated: June 15, 2011 — April 17, 2014; I was hired to work in. the "Robinson Office" which is located at 5478 Campbell's Run Road Pittsburgh, PA 15205. 2. When I was in Cumberland County: I went to Hearing Instrument, Inc.'s office (3425 Simpson Ferry Road Carnp Hill, PA 17011) in Camp Hill twice during my employment. When I spoke to Julie Beall in May of 2011; she requested that I come to the office on June 20th 2011. Julie told me she had a training class scheduled for that week and that I would benefit from this training; as a refresher course. I participated in the training class from June 20th 2011 to June 24th 2011. In August 2011 Julie told me that she changed the "presentation" and she wanted me to come out to the Camp Hill office to get familiar with the new "presentation". I went to Hearing Instrument's office on September 1, 2011 for a one day training session on the new presentation. Those were the only two occasions that 1 went to the Camp Hill office. On June 20th 2011; Julie had me resign all of the paperwork that Beth (Julie's secretary) had emailed me in the beginning of June. The original paperwork was signed in Allegheny County and witnessed by Mark Hruska, my husband (who was not my husband at the time). After Mark and I signed the paperwork; I emailed them to Beth. (Julie's secretary) Where I worked: I signed a contract with Hearing Instrument Inc. to work in the Robinson Office, 5478 Campbell's Run Road Pittsburgh, PA 15205; that was my office from June 15, 2011 to April 17, 2014. Julie Beall did ask me in the fall of 2012 if I wanted to work full time at the Brentwood Office located at 4125 Brownsville Road Pittsburgh, PA 15227 because it was closer to my home; I declined because the Robinson office was closer to my Aunt Dolores' house. This is when her health started to decline. 4. I currently work for: Hearing Lab Technology, LLC 3385 Grand Prairie, Texas 75050. I work at the Sam's Hearing Aid Center located at 2000 Village Center Drive Tarentum, PA 15084. My current positon is that I perform the hearing evaluation that comes with the Sam's Club membership. My title is: AS, BS, BC -HIS PA Fitter #03491 8 This means that I currently have an Associate Degree, a Bachelor Degree, and I have National Board Certification in Hearing Instrument Sciences and I'm also licensed by the Pennsylvania Department of Health. 5. I am currently enrolled in a MBA / MBA-HRM program full-time; I go to school on weekends and evenings. I have completed five courses and taking two courses of the 17 required courses to complete a double MBA program. Missing class would jeopardize my projected graduation date and may cost me additional expenses. 6. I have a family situation that requires my ability to be available 24 hours a day. My 81 year old disabled Aunt Dolores (since birth) has Alzheimer's and dementia and my 42 year old cousin Katia had to have both kidneys removed because of a hereditary disease and is on the waiting list for a transplant. My aunt must have someone with her 24 hours a day; that responsibility is mostly up to Arthur my cousin, Katia's brother, but he must also be available to take Katia (his sister) to her dialysis treatments when needed which are required several times a week. Bringing my aunt to Cumberland County for any business would cause her great anxiety; she gets disoriented when not in familiar surroundings. 7. Traveling to Cumberland County would cause me a hardship as it is a considerable distance for me to travel; along with being employed full time, in school full time and helping to take care of family members with severe disabilities and diseases. 8. If this matter proceeds to trial, many of my witnesses would be from Western Pennsylvania. Based upon my counsel's advice, it is believed that Hearing Instrument Inc. would need to depose and possibly call as witnesses, at trial, individuals who supervise me at my current employment in Tarenturn, Allegheny County, Pennsylvania. I MAKE THESE STATEMENTS SUBJECT TO THE PENALTIES OF 18 PA.C.S. SEC. 4904 RELATING TO UNSWORN FASLIFICATION TO AUT TIES. aurie Hruska CERTIFICATE OF SERVICE AND NOW, this day of the undersigned, do hereby certify that a true and correct copy of the within Petition was served upon the following by regular mail, postage prepaid: Stephen Moniak, Esquire One South Market Square 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Robert E. Mielnicki, Esquire Attorney for Defendant HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant ) IN THE COURT OF COMMON PLEAS ) CUMBERLAND COUNTY, PENNSYLVANIA LAW AND EQUITY NO. 14-4154 ) ) c- 7.w rn C IN RE: PLAINTIFF'S MOTION FOR CONTEMPT, FOR SANCTIONS A D Tb' COMPEL DEFENDANT'S DEPOSITION r,(--) -T' ORDER OF COURT AND NOW, this day of:D.0+0-11er 2014, upon consideration of Plaintiff's Motion for Contempt, for Sanctions, and to Compel Defendant's Deposition, it is hereby ORDERED that Plaintiff's Motion is GRANTED. The Court hereby ORDERS as follows: A. That all facts set forth in Hearing Instruments' Motion for Preliminary Injunction are established as true for purposes of this action pursuant to Pa. R. Civ. P. 4019(c)(1). B. That Defendant is precluded from opposing any of Hearing Instruments' claims set forth in its Motion for Preliminary Injunction pursuant to Pa. R. Civ. P. 4019(c)(2). C. That Defendant must to pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred due to her failure to appear for the court-ordered deposition in the amount of $510.00 pursuant to Pa. R. Civ. P. 4019(e). D. That Defendant must pay Hearing Instruments' reasonable expenses, including attorney's fees, incurred in obtaining the August 28, 2014 Order of compliance and this Order for sanctions, permitted under Pa. R. Civ. P. 4019(g)(1), due to Defendant's failure to appear for the court-ordered deposition in the amount of $1,320.00, which are in addition to the above - referenced fees. .A _ E. That Defendant is declared in contempt of Court pursuant to Pa. R. Civ. P. 4019(c)(4), until such time as she appears for deposition at Plaintiff counsel's request upon one week's notice. F. That Defendant must appear at counsel for Hearing Instruments, Inc.'s office for a deposition upon one week' s notice; take the oath for her deposition testimony; answer all questions until excused; and produce the documents requested in, the deposition notice at the time of the deposition. Any further violation of an Order of this Court by Defendant will subject her to additional sanctions, as appropriate. BY THE COURT: Albert H. Masland, D.' ribution List: T d J. Shill, Esq. and Stephen Moniak, Esq. ../Laurie Hruska ; Es /' 1 (..f.cL i 3liy IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HEARING INSTRUMENTS, INC. CIVIL DIVISION LAW AND EQUITY Plaintiff 2014-4154 CIVIL TERM v. AFFIDAVIT IN SUPPORT OF LAURIE HRUSKA PETITION TO TRANSFER VENUE ON THE GROUNDS OF FORUM NON CONVENIENS Defendant. FILED ON BEHALF OF: Defendant COUNSEL OF RECORD FOR THIS PARTY: Robert E. Mielnicki, Esquire PA ID No. 63489 2300 Lawyers Building 428 Forbes Avenue Pittsburgh, PA 15219 Phone: 412-288-0300 Fax: 412-288-8943 AFFIDAVIT 1. When I worked for Hearing -Instruments -Incorporated: 'June '15; 2011- April 17 201.4;• I washired to work in the"Robinson Office":which is located.at 5478 Campbell's Run Road Pittsburgh, PA15205. ' 2. When I was in Cumberland County: 'I went to Hearing instrur`nent, Inc.'s office (3425 Simpson Ferry Road Camp Hill; PA 17011) in Cam -PI -fill twice during my employment. When I spoke to Julie Beall in May of 2011; sherequested that I come to the office on June 20th 2011. 'Julie told me she had a training class scheduled for that week and that I would benefit from this training; as a refresher course. I participated in the training class from June 20th 2011 to June 20 2011: In August 2011 Julie told me that she changed the "presentation" and she wanted me to come out to the Camp Hill'office to get familiar with the`new "presentation". I went to Hearing Instrument's office on September 1, 2011 for a one day training session on the new presentation. Those were the only two occasions that I went to the Camp Hill office: Oh June 20th 2011; Julie had meresign all • of the paperwork that Beth (Julie's secretary) had emailed me in the'beginning of June. The original paperwork was signed in Allegheny County and witnessedrby Mark Hruska, my husband (who was not my husband at the time). After Mark and I "signed the paperwork; I emailed them to Beth. (Julie's secretary) 3. Where I -worked: IYsigried a'contract with Heating Instr.-wrier-it hetet Inc. to work= in the Robinson Office, 5478'Cainpbell's Run Road Pittsburgh; PA.15205;:thatwas my office from June 15, 2011 `to April 17, 2014. Julie Beall did ask "me ire the fall of 2012 if I wanted to work full time at the Brentwood Office located at 4125 Brownsville Road Pittsburgh, PA 15227 because it was closer to my home;'I declined because the Robinson office was closer to my Aunt Dolores' house: This is when' her health started to decline. 4. I currently work for: Hearing Lab Technology, LLC 3385 Grand Prairie, Texas 75050. I work at the Sam's Hearing Aid Center located at 2000 Village Center Drive Tarentum, PA 15084. My current positon is that I perform the hearing evaluation that comes with theSam's Club membership. My title is: AS, BS, BC -HIS PA Fitter #03491 1. This means that I currently have an Associate Degree, a Bachelor Degree, and I have National Board Certification in Hearing Instrument Sciences and I'm also licensed by the Pennsylvania Department of Health. 5. I am currently enrolled in a MBA / MBA-HRM program full-time; I go to school on weekends and evenings. I have completed five courses and taking two courses of the 17 required courses to complete a double MBA program. Missing class would jeopardize my projected graduation date and may cost me additional expenses. 6. I have a family situation that requires my ability to be available 24 hours a day. My 81 year old disabled Aunt Dolores (since birth) has Alzheimer's and dementia and my 42 year old cousin Katia had to have both kidneys removed because of a hereditary disease and is on the waiting list for a transplant. My aunt must have someone with her 24 hours a day; that responsibility is mostly up to Arthur my cousin, Katia's brother, but he must also be available to take Katia (his sister) to her dialysis treatments when needed which are required several times a week. Bringing my aunt to Cumberland County for any business would cause her great anxiety; she gets disoriented when not in familiar surroundings. 7. Traveling to Cumberland County would cause me a hardship as it is a considerable distance for me to travel; along with being employed full time, in school full time and helping to take care of family members with severe disabilities and diseases. 8. If this matter proceeds to trial, many of my witnesses would be from Western Pennsylvania. Based upon my counsel's advice, it is believed that Hearing Instrument Inc. would need to depose and possibly call as witnesses, at trial, individuals who supervise me at my current employment in Tarentum, Allegheny County, Pennsylvania. 1 MAKE THESE STATEMENTS SUBJECT TO THE PENALTIES OF 18 PA.C.S. SEC. 4904 RELATING TO UNSWORN FASLIFI ATION TO AUTHO TIES. aurie Hruska CERTIFICATE OF SERVICE AND NOW, this � day ofG t%''6l! 2014, I, the undersigned, do hereby certify that a true and correct copy of the within Affidavit was served upon the following by regular mail, postage prepaid: Stephen Moniak, Esquire One South Market Square 12th Floor P.O. Box 1146 Harrisburg, PA 17108-1146 Robert E. Mielnicki, Esquire Attorney for Defendant • IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL DIVISION Plaintiff LAW AND EQUITY 2014-4154 CIVIL TERM HEARING INSTRUMENTS, INC. v. LAURIE HRUSKA Defendant. ORDER rn r- < Q -0 AND NOW, this , day of G1,4.1/6e.--x. , 2014, it is hereby ORDERED that Plaintiff, Hearing Instruments, Inc., is hereby ruled to file a response 77 within days to Defendant's Petition to Transfer Venue on the grounds of Forum Non Conveniens. BY THE COURT: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HEARING INSTRUMENTS, INC. Plaintiff V. LAURIE HRUSKA Defendant. CIVIL DIVISION LAW AND EQUITY 2014-4154 CIVIL TERM PETITION TO TRANSFER VENUE ON THE GROUNDS OF FORUM NON CONVENIENS FILED ON BEHALF OF: Defendant COUNSEL OF RECORD FOR THIS PARTY: Robert E. Mielnicki, Esquire PA ID No. 63489 2300 Lawyers Building 428 Forbes Avenue Pittsburgh, PA 15219 Phone: 412-288-0300 Fax: 412-288-8943 HEARING INSTRUMENTS, INC., Plaintiff v. LAURIE HRUSKA, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ez- c) r.a LAW AND EQUITY NO. 14-4154 STIPULATION AND ORDER OF COURT - w rn CZ C-77 rrt • ,= C) c.n — C1 r. ED =`a Plaintiff, Hearing Instruments, Inc. and Defendant, Laurie Hruska (collectively, the "Parties"), hereby agree and stipulate as follows: 1. The Parties agree that the Employment Agreement entered into between Hearing Instruments, Inc. and Laurie Hruska dated June 20, 2011 (the `Employment Agreement") is valid and enforceable. A true and correct copy of the Employment Agreement is attached hereto as Exhibit "A" and incorporated by reference as if expressly set forth herein. 2. Hruska shall abide by and not violate any of the terms of the Employment Agreement, including, but not limited to, the following: a. Hruska shall not directly or indirectly recruit or hire any employee of Hearing Instruments, Inc. or otherwise induce such employee to leave the employment of Hearing Instruments, Inc. to become an employee of or otherwise be associated with Hruska or any company or business with which Hruska is or may be associated from April 18, 2014 to April 18, 2016. 972428.1 b. Hruska shall not directly or indirectly solicit present or former clients or customers of Hearing Iristruriients,' Inc. from April 18, 2014 to -April 18, 2016. c. Hruska shall not iiiduce;promote or facilitate thediscontinuation of any existing or prospective custoiner elationship of Hearing Instiuments, Inc., whether or not suchfrelationship.with °Hearing Instruments; Inc. was obtained through her efforts, from April 18, 2014 to April 18, 2016. d. Hruska shall not directly or indirectly, for herself 'or through or on behalf Of or in conjunction with any person, entity or corporation,. own, maintain; engage iii, be einployed'by, advise, assist, invest in, make loans t�, or have any interest whatsoever in any business which is the same as or substantially similar to the Hearing nstruments; Inc.'s business, including, but not limited to, Hearing` Lab Technology, LLC, or that of any -Hearing Instruments; Inc. affiliate or par'ent;'and which is located -within a radius of twenty (20)miles of any.`of the"following locations: (a) 5478 Campbell's Run Road, Pittsburgh, PA 15205; (2) 4125 Brownsville Road, Brentwood, PA 15227; or (3) 8775 Norwin Ave., Ste. 112, Irwin, PA 15642, from April 18, 2014 to April 18, 2016. e. Hruska shall not take any action to assist her employer subsequent to his employment with HearingInstruments Inc., including Hearing Lab Technology, LLC, in recruiting any other employee who had worked for Hearing Instruments, Inc. during any time Hruska worked for Hearing Instruments, Inc. Date: Aci,,,17.,(ff 00/9 p A4y f'?k APPROVED AND ENTERED AS AN ORDER OF COURT: 4 EXHIBIT A EMPLOYMENT EMENT HEARING INSTRUMENTS, INC. In consideration of my employment or continued employment by HARING' INSTRUMENTS, INC., a corporation duly organized and existing in the State of Pennsylvania, with a principal business address at 3425 Simpson Ferry Rd Suite 202 Camp Hill, Pennsylvania (referred to as the "Company") and the compensation paid to the by the Company from time to time, Laurie Waltz ("Employee") does hereby represent, warrant and agree as follows: WHEREAS, Company desires to employ the services of' Employee as a Sales Consultant for the sale and service of hearing aids and hearing aid accessories; and WHEREAS, Employee desires to be employed by the Company in the capacity of Sales Consultant to sell and service hearing aids and hearing aid accessories. I, f agree that during my employment. with the Company, I will devote my full business fink and efforts to the Company and will not, without the Company's express prior written consent, engage in any employment or business other than for the Company: l acknowledge that this Agreement does not create any obligation on my part to work for the Company, or on the part of the Company to employ me, for any fixed period of time, and my employment is at will and nnay be terminated at any time with or without cause. The Company is not obligated by this Agreement to continue my employment for any particular period, or wider any specific terms or conditions. 2. Company agrees to train Employee in the sale and servicing of hearing aids and accessories. 3. Company agrees to pay Employee a compensation based upon sales made by Consultant during the term of this Agreement, The rate of compensation will be determined in advance by the Company and provided in writing to Employee, n copy of which is attached hereto as Exhibit "A", Compensation will be paid based on monies received by Company on E'mployee's sates and accounts less cancellations. Payment shall be made within twenty (20) days of receipt of satisfactory delivery of products paid in filll, Employee understands that compensation rates will change from time to time as conditions, prices, expenses, etc. change, determined by Company. '1. 1 acknowledge and agree that all Confidential Information is the property of the Company and that 1 have or will have access to knowledge of Confidential Information (hereinafter defined), any part of which nay be valuable to the Company, .as a consequence of my employment by the Company, including, but not limited to, information that I have conceived, originated, devised, discovered, invented, or developed, either alone or with others. 5. (a) I acknowledge that, in and as a result of the provision by nlc of services to the company, 1 shall or nay be making use of, acquiring, observing, examining and adding to the Company's information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, concepts, processes, testing processes, techniques, devices, procedures, confidential reports and communications and records and lists elf customers and clients and/or prospective customers and clients (hereinafter referred to as "Confidential Information"). As a material inducement to the Company to engage my services (or to continue t0 So engage Illy services) and to pay to me compensation for such services to be rendered to the Conipalty by me (it being understood and agreed by me that such compensation shall also be paid and received in consideration hereof), 1 covenant and agree that 1 shall not, for any purpose, other Than the purposes of the Company, at any time during or following the tams of my provision of services to the Company, d'rcctly or indirectly, disclose, divulge, reveal, report, publish, transfer, copy, duplicate, communicate, make available or met() any person or entity, directly or indirectly, for any purpose whatsoever or in any manner, Ally such 1 Confidential Information which has been obtained by or disclosed to me as a result of the Company's engagement of my services. (b) 1 agree 1 may not copy or otherwise duplicate any such Conlide0tial information ill whole or in pail, without the prior written approval attic Company, except in connection with and in accordance with the terms hereof. 1 agree I shall use all reasonable means to safeguard any Confidential Information to which I have access and retain it in a safe and secure place, (c) I shall use every reasonable and prudent precaution to ensure that any individual to whole such Confidential Information is or has been disclosed (in connection with the provision by ale of services hereunder and in accordance with the terms hereof) does not disclose to any third parties or otherwise use such Confidential Information except pursuant to the terms of This Agreement during, and subsequent to the termination of the relationship between ale and such individual. 6. I agree to abide by all state and federal laws governing the sale and service aliening aids and to uphold all Company policies. 7. (a) Upon termination of this Agreement Company agrees to pay employee all Base Pay earned to date of termination at the first company payday following employment termination. One Hundred and twenty days afler employment termination, Company agrees to pay employee 25% of the total commission earned on the sale if not already paid. In (he event employee leaves employment, any bonus earned will be paid provided that after deductions and other adjustments, employee shall qualify for a bonus. In the event that termination of employment is for cause, including violation of company policy or rules, or any slate and federal law governing sale and service of hearing aids, no unpaid conlanissions or bonus \vitt be paid or shall be considered due to an employee. (b) l.:mployec agrees to report to Company each business day alt sales and services performed and all monies collected by employee. Employee also agrees to submit within '18 hours of collection all monies collected from sales and customer accounts. (c) Failure of Employee to submit reports or monies in subparagraph (b) will void the obligations of Company under subparagraph (a). (d) Employee has no authority to deduct commissions from monies received, All monies, checks or drafls received will be delivered to Company, endorsed, if necessary, by Employee to Company. 8. Any Confidential Information to which I have access shall be used by ale solely in connection with my employment by the Company. it shall not be used either internally or externally by the for any use outside the purpose and scope of my employment by the Company. 1 shall not make the COnfidential Information available for use by, or for the benefit of, any other party, whether or not for consideration. 9. I agree that I will not take with me any Confidential Information that Is in written, machine readable, model, or other form, including sound or video recordings, computer CDs, demo hearing aids, training materials, disks or diskettes, capable of physical delivery, upon 0r alley the termination of my employment with the Company, for any reason whatsoever, without (110 prior written consent of the Company. I also agree that 111100 termination of my employment with the Company, for any reason whatsoever, to promptly deliver all such materials in my possession or under illy control to the Company. 1 further agree that upon termination of my employment with the Company for any reason whatsoever, 1 will return to the Company any property of the Company within my possession or control. 10. Neither this Agreement, nor any of the rights and obligations under this Agreement of the parties hereto, may be assigned, transferred or otherwise disposed of by me without the Company's written consent, 1. 1 agree not to engage in any business directly or indirectly competitive with any business of the Company tiviihout the Company's prior \vritten consent during the period of my employment with (he Company, alone or as a partner officer, agent, joint venture, director or stockholder, or as a consultant, advisor or employee, or otherwise, of any other entity or individual, 12. (a) 1 agree to devote my best efforts to the work assigned to Inc by the Company, 1 f I have any other employment, 1 will advise the Company at the time of hire. If there is any substantial change in the degree of time or effort required of such other work, 1 wilI also advise the company ofsuch change. (b) 1 \vitt not initiate, continue, or expand such outside employment \vithout the express +vritten permission or the Company. 1.3. (a) 1 represent that my performance of all the terms of this Agreement and as an employee oldie Company docs not and will not breach any agreement to keep in confidence proprietary infnrination acquired by me in confidence prior to my employment by the Company. 1 have not entered into, and I avec 1 will not enter into, any agreement either written or oral in conflict with this Agreement. (b) 1 agree to advise the Company of the identity of any successor employer for whom 1 0111 scheduled to work, prior to the time I terminate employment with the Company. 1 further agree to disclose to any future employer the existence of this Agreement and my obligations hereunder, Id. 1 f and when 1 leave the employ of the Company for any reason whatsoever, 1 agree not to take any action to assist my successor employer or any other individual or entity in recruiting any other employee who had worked .for the Company during any tilile period when 1 worked for the Company. I. expressly understand and acknowledge that the provisions of Sections 5, 14 and 15 hereof shall survive termination of this Agreement, for any reason whatsoever. 15. During my employment with the Company and for a period of two (2) years after my employment is terminated for any tea"soil, with or without cause, 1 will not directly or indirectly recruit or hire any employee of the Company, or otherwise induce such employee to leave the employment of the Company, to become an employee of or otherwise be associated with ale or any company or business \vith which 1 am or may become associated, nor will 1 directly or indirectly solicit present or former clients or customers of the Company, 1 Rather agree not to induce, promote or facilitate the discontinuation of any existing or prospective customer relationship, whether or not such relationship \vi(h the Company was obtained through my efforts. I further agree that 1 shall not, for continuous uninterrupted period commencing upon the expiration or termination of lay employment by the Company, regardless of the cause for termination, and continuing for two (2) years thereafter, either directly or indirectly, for Myself or through or on behalf of or in conjunction with any person, entity or corporation, own, maintain, engage in, be employed by, advise, assist, invest in, make loans to, or have any interest whatsoever in any business which is the sante as or snbstantially similar to the Company's business, or that of any Company affiliate or parent, and which is located within the non-exclusive arca served by Employee 0r within a radius of 20 utiles thereof. I recognize. that from time to time my employment may be at different locations and that this paragraph 15 applies to each and every location of my employment with the Company. 'lite initial area to be served by Employee is Robinson, Pennsvlvailia and may be amended from time to time by instruction of the Company. IG. (a) if any provision of this Agreement shall be determined to be invalid or otherwise unenforceable by any court ofcompctcnt jurisdiction, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby and the provision found invalid or otherwise unenforceable may be appropriately amended by that court so as to be valid and enforceable. (b) This Agreement constitutes the entire agreement and understanding between the Company and inc concerning the subject natter thereof. No modification, amendment, termination or waiver of this Agreement shall be binding unless in writing and signed by a duly authorized officer of the Company. Failure of the Company to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be ctecmed a waiver of such terms, covenants and conditions. (c) 1 acknowledge that money damages alone will not adequately compensate the Company for breach of any of my covenants and agreements herein and, therefore, agree that in the event of the breach or threatened breach daily such covenants or agreements, in addition to all other remedies available to the Company, the Company shall be entitled to injunctive relief compelling specific performance of, or other compliance with the terns hereof. 1 agree that in the event of a breach of either Paragraph 1 1 or Paragraph 15 of this Agreement by me, i will be liable to Company as liquidated damages in an amount ofmoney equal to the total sum of any sales by me as Employee on my own behalf or on behalf of others contrary to the best interests of Company. in addition, Company will retain as liquidated damages any commissions due and owing by Company to me at the time of the breach of this Agreement by me. 1 acknowledge that 1 have previously made my living in other fields and that the restrictive provisions of this Agreement in no way prevent me from , earning a living in the event 1 should breach these provisions. (d) This Agreement shall be binding upon me irrespective of the duration of my employment with the Company or the amount of my salary, wages or commissions. For purposes of this Agreement, the period of my employment shall include any time during which 1 am retained as a consultant by the Company. Miy obligations under this Agreement shall survive the termination of my employment by the Company irrespective of the reason for such termination and shall not in any way be modified, altered or otherwise affected by such termination. (c) i understand, acl:.nowlcdge and agree that any violation by me of any of the terms of this Agreement shall result in my immediate termination. (1) willingly. 1 warrant and represent that I have the legal right to enter into this Agreement and that 1 do so (g) This Agreement may not be amended or modified, nor may any of the rights or obligations of any party hereto be waived, except by a superseding written agreement signed by myself and by the Company. (h) The captions to the paragraphs of this Agreement arc for the convenience of the parties only and shall not affect the application or construction of the provisions of this Agreement. (i) This Agreement shall be construed, interpreted and applied iii accordance Nvith the laws of the Commonwealth of Pennsylvania, applying to contracts fully executed and performed in the State of Pennsylvania. (1) This Agreement contains the entire agreement between the parties. Any and all prior and collateral representations, promises and conditions in connection with the subject matter are merged into this Agreement. Any representation, promise or condition not incorporated herein shall not be binding upon either party. This Agreement supersedes and is in licit of ail existing agreements or arrangements between the parties. 17. Employee agrees to work 111c Inialintall office hots whichQM. 9:00 am to 5:00 pm, In addition, employee is required to be available to work three evenings per week by appointment and two Saturday's per month by appointment. The minimum office/working hours may be amended front time to time by the company with consent from the employee. 18, Employee understands that as a part oftraining, and for fitture evaluations, the ConTany will, from time be monitoring sessions with clients or customers. 1 hereby consent to the use of remote monitoring equipment, including both visual and sound, for such purposes, 19, Receipt orCopy of Aucemenl. I hereby acknowledge receipt ofn duplicate copy of this Agreement. 1 ACKNOWLF,DGE THAT DEFORE SIGNING BELOW 1 HAVE READ ALL OF THE PROVISIONS OrlEIS AGREEMENT AND FULLY UNE- ERSTAND THE SANta Dated: ACCEPTED AND AG CED FOR: Hearin Instruments. Inc (Company) Sienatm Date: c - 2c) — Date: .,.X371113 1 Compensation for Laurie Waltz will_ be as follows; 13eginning on \Vcdnesday June 15, 2011 compensation will be a $750/week salary for 2 weeks, Beginning ivrondav June 2711'.201.1 compensation will be a $300/week draw against commissions with 15% commission paid on all product lines. I'A State Hearing Aid Filters Exam: • A filer employee has successfully passed the PA State Hearing Aid Fitters Tram, the compensation plan will be a $300Aveck draw against commissions with 17% commission paid on all product lines. • Employee must take the. PA State Exam on the fust available testing day rifler hiring which will be October 28'", 201 I. 13onus structure: • A 3%bonus will be paid on net sales of $130,000 or more sold in a calendar quarter. The bonus will be considered to be earned GO days after the end of Ile quarter on all products satisfactorily delivered. • 1 f any quarterly bonus level is not earned but 11Ct sales of $500,000 in a calendar year is achieved, the 3% bonus will still be paid; • An additional 2% bonus will be paid on net sales of $700,000 in a calendar year. • All sales made [tom any office will count toward bonus. Health Iusurauce Contributions: • Aflcr 90 days, employee will receive S200.00 per ntontll as <'teonti ibttion to their own Health Insurance Plan. Commissions on .Batteries/Accessories: • Beginning with the 'first fill) month on the draw system, employee will receive 17% commission on all batteries and accessories sold Vaclltic�n: • After 1 year of employment, employee will receive 2 weeks vacation and 5 personal clays. See Time and attendance procedure document for additional information on requesting time off, Because employee is on draw/commission, this time is not paid, 4011{ Plan: • Employee will qualify, alter 6 months, for participation, in tic company retirement plan. Employee is responsible for contacting the corporate accountant at'our corporate office within 6 months of employment to become enrolled in the company retirement plan. Prom time to time the company will promote special events and deeply discounted sales. The commission amount will vary with each situation. Compensation arranc,enicilts in tIle future will change as circitnlslance.s change. Svcic Confident Ajrcencnt Foam of Confidentiality Agreement for employees, agents, representatives, third party suppliers, and all other Individuals or entities who utilize or may have access to Confidential Information THIS AOREEMEN1' is made as of this day, ire / 2- 6 , 2011 by and between 1 tearing Instruments, inc. ("Franchisee") and La u r•ic Woltz ("Confidant"). RECITAi,8 A. Miracle -Ear, Inc. ("Miracle -Ear") and Franchisee executed that certain franchise agreement dated as of February 28 2004 and that certain sublicense to access and use agreement (Collectively, the "Franchisee Agreements"). l3. Franchisee has received and will periodically receive Confidential Information of Miracle -Ear, "Confidential Information" includes Ilse whole or any portion ofknow•how, knowledge, methods, manuals, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to Miracle -Ear competitors and any proprietary information contained in any Miracle -Ear documents that Miracle - Ear provides to Franchisee and in which ivliracle-Ear describes the Miracle -(:are System or any operational policies, manuals,, standards, requirements or practices, whether communicated to Franchisee in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Miracle-EarlD centers. C. Pursuant to the Franchisee Agreements, all of Franchisee's employees, agents, representatives, third party suppliers, and all other individuals or entities who utilize or may have access to Confidential lnformation, may not, at any time, disclose, copy, reproduce, sell or use in any other business or in any manner not specifically authorized or approved in advance in writing by Miracle -Ear any Confidential Information. f). Pursuant to the Franchisee Agreements, Franchisee must obtain Confidentiality Agreements from all of its employees or agents, or any other individual or entity to whom Franchisee has disclosed the Confidential Information. 13. Confidant wants to become or currently is an employee of Franchisee and, therefore, it has had and/or will have access to Confidential Information. NOW, TI II3REFORE, in consideration of foregoing, the payment of $1.00 that at the mile of execution of this Agreement Franchisee is paying to Confidant, and the mutual covenants and reliance of the parties, the parties agree as follows: Confidant agrees that (a) it rvilf treat as confidential and will not disclose the Confidential information which may be made or become available to Confidant; (h) it will maintain in a secure place any Confidential Information delivered to it; and (c) it will not use any Confidential Information for any purpose other than in furtherance of its relationship with Franchisee or for any purpose which may be detrimental to Miracle -Car or Miracle -Ear's present or potential business or shareholders. 2. Confidant represents and warrants that as of this trate, Confidant has never disclosed Confidential Information to any third party, with the exception of third parties with whore Confidant has subcontracted for the performance of some or all of Confidant's obligations t0 Franchisee ("Confidant's Subcontractors"). Confidant represents and warrants that as of ' this date, Confidant has required Confidant's Subcontractors to maintain the confidentiality of such Confidential Information consistent with the provisions of Paragraph 1 hereof, 3. Nothing stated herein shall preclude the disclosure ofConfidential .information in response to a valid order of a court, governmental agency or other governmental body or any political subdivision (hereof or as otherwise required by law, provided, however, that if Confidant is requested pursuant to, or required by, applicable law, regulation or legal process to disclose any Confidential Information, Confidant will notify fvfiracle Ear and Franchisee promptly so that Miracle -Lar and Franchisee may seek a protective order or other trppropriate remedy or, in Miracle -Ear's sole discretion, waive compliance with the terms of this Agreement. Confidant agrees to use reasonable efforts to cooperate with fvliracic- Ear and Franchisee in connection with \Miracle -liar's and Franchisee's efforts to prevent disclosure or seek confidential treatment or any 01(1er remedy respecting such requested or required disclosure, 4. The parties agree that Miracle -Ear and Franchisee would not have an adequate remedy at law for any breach or nonperformance of the terms of this Agreement by Confidant. in the event of a bleach or threatened breach of any of the terms of this Agreement by Confidant, Miracle -Ear and Franchisee will forthwith be entitled to an injunction restraining; 7 such breach or t0 a decree of Specific performance, IVIIhout showing 01' proving any actual damage and without any obligation. to post bond or grant any other type of guaranty, together with recovery of reasonable attorneys' fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made. The foregoing equitable remedies are in addition lo, and not in lieu of, all other remedies or rights that Ntiracle-Far might otherwise have by virtue of any breach of this Agreement by Confidant, including the right to consequential damages. 5. No inodification or waiver of any of the provisions hereof, or any representation, promise or addition hereto, or waiver of any breach hereof, will be binding upon a party unless shade in writing and signed by the party to be charged thereby and by Miracle•Ear. No waiver of any particular breach will be deemed to apply to any other breach, whether prior or subsequent to a tvaivcr, This Agreement may not be assigned by Confidant without the express prior written consent of Miracle -Gar. 6. Tlhe prevailing party in any action or proceeding arising Under, out of, in connection with, or in relation to this Agreement will be entitled to recover its reasonable attorneys' fees and costs. 7. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota, without regard to any conflict of laws principles. Any cause of action, claim, suit or demand allegedly arising front or related to the terms of this Agreement mist be brought (i) by Confidant, in the Federal District Court for the District of Minnesota or in the State cowls located in Hennepin County, Minnesota; (ii) by lvliracle-Ear or by Franchisee, in the Federal District Court for the District of Minnesota, in the State counts located in Hennepin County, Minnesota, or in the competent courts located 111 the State where Confidant has its donticile al the time the action is brought. The parties irrevocably submit themselves to, and consent to, the exclusive jurisdiction ofsnid courts. All parties hereby waive any and all rights to a Trial by juty in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, 01. any legal action initiated for the recovery of damages for breach of this Agreement. A, Franchisee and Confidant expressly agree that tvliracle-Ear is a third party beneficiary of this Agreement and as such Miracle -Ear shalt have the right to enforce any and all remedies available upon the violation army of the provisions tinder This Agreement, In addition, Miracle -Ear may require Franchisee to bring any action that Miracle -Ent. considers appropriate in the event of any breach by Conlidnnt hereunder. In the event that Miracle -Far or Franchisee slake a claim that Confidant Itis violated Confidant's obligations tinder this Agreement, Confidant \vitt have the burden of proving that such violntion did not occur. 9. Confidant confirms they tmderstnnd and will cotnply with all Stale and 'Federal legislation relating to the care and handling of electronic records, and furthermore understands that failure to comply with such legislation may result in civil and or criminal actions, Confidant also affirms their future compliance with such regulations including flint they shall; I) access the system only from Miracle -Ear offices, and no other location unless franchisee provides specific written ' aWhori'ration of an additional location for access; 2) use only the unique Useinnine assigned to confidant when accessing the system, and shall protect their Username, and shall notify franchisee if confidant suspects any breach of thei r logon credentials; 3) shall enter true and accurate information into the system, and understand That entry of such information constitutes their uffn'ination of such information by means of a legal electronic signature. IN WITNESS 1VHEItEOF, the parlics have caused this Agreement lo be executed in the manner appropriate to each. FRANCHISEE !-fearing Instruments, Me. By; Julia C. McKelvey • Its, President and CEO CONFIDANT L'm to sl il;tlit By: S (Print Name) 7/