EXHIBIT 10.11
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the
12th day of August, 1996 between GeoWaste Incorporated , a Delaware corporation
("GeoWaste"), and Xxxxxxx X. Xxxxxx ("you"). On the terms and conditions
hereinafter set forth, GeoWaste desires to employ Employee and Employee desires
to accept such employment.
1. Term. The term of your employment hereunder shall be for a period beginning
on the date hereof and ending forty-eight (48) months thereafter ("Term of
Employment").
2. Duties. The general scope of your employment shall be to serve as a Vice
President of GeoWaste and manage GeoWaste's collection in the State of Florida
and to perform such duties in accordance therewith as GeoWaste may request.
3. Good Faith. During the Term of Employment, you shall devote your full time
and use your best efforts to advance the business and welfare of GeoWaste, its
subsidiaries and affiliates, and to discharge any other duties assigned to you
hereafter. You shall not intentionally take any action against the best
interests of GeoWaste or of any subsidiary or affiliate of GeoWaste.
4. Compensation, Benefits & Expenses. GeoWaste agrees:
(a) to pay or cause to be paid to you for your services hereunder a salary
at the annual rates set forth below, so long as you continue in the
employment of GeoWaste hereunder, payable in installments at least as
frequently as monthly and subject to all applicable taxes and payroll
deductions.
Payroll Period Annual Salary
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August 1, 1996 - July 31, 1997 $100,000
August 1, 1997 - July 31, 1998 $104,000
August 1, 1998 - July 31, 1999 $108,250
August 1, 1999 - July 31, 2000 $112,500
(b) to provide you with a monthly car allowance of $600;
(c) to allow you to participate in all bonus, employee benefit, pension,
life insurance, medical reimbursement, vacation and disability income
plans and/or programs sponsored by GeoWaste and available to other
similarly situated management employees of GeoWaste in the
Southeastern United States; and
(d) to reimburse reasonable travel and other business expenses incurred by
you in the performance of your duties under this Agreement.
5. Relocation. During the Term of Employment GeoWaste agrees not to require the
you to relocate from the Ocala, Florida metropolitan area, provided, however,
that you recognize that in order to fulfill your duties hereunder, business
travel will be required on behalf of GeoWaste.
6. Termination. During the Term of Employment the Company may terminate your
Term of Employment at any time, with or without cause, as follows:
(a) immediately upon your death;
(b) if you, for any reason, become unable to carry out all or
substantially all of your duties and remain so incapacitated for a
period of three months or more; or
(c) for Cause. The term "Cause" shall mean that:
(i) you use for personal gain or disclose to an unauthorized person
any confidential or proprietary information or trade secrets of
GeoWaste or its subsidiaries;
(ii) you act in a manner which materially and detrimentally affects
the Company or its subsidiaries;
(iiii) your conduct violates any applicable civil or criminal law or
violates any rules of ethical corporate conduct of or fiduciary
obligation to the Company or its subsidiaries; or
(iv) you fail to comply with the terms of this Agreement.
7. Severance Pay. In the event that the Company terminates your employment
without Cause during the Term of Employment:
(a) the Company (at its election) will pay you in either a lump sum or in
monthly installments an amount equal to the lesser of:
(i) 18 times $8,350; or
(ii) 48 times the number of months worked prior to termination times
$8,350;
(b) for the commensurate period following your termination date, during
which monthly severance payments are being made under (a), (b) or (c)
above, as the case may be, the Company will pay the premium for any
continuation health insurance coverage during said period, however,
this is without regard to the employee's election for COBRA benefits
after the payout of the monthly severance and monthly health coverage
hereinabove provided for.
8. Assignment. GeoWaste may direct your duties hereunder be performed for and
your compensation be paid by, and GeoWaste may assign this Agreement in its
entirety to, one or more of GeoWaste's wholly-owned subsidiaries. If GeoWaste is
consolidated with or merged into, or if all or a part of its assets are
transferred to, another corporation carrying on all or a substantial part of the
business of GeoWaste, this Agreement may be assigned to such a successor
corporation unless terminated by you pursuant to Section 6 above, however no
such assignment shall relieve GeoWaste from any obligations hereunder.
9. Non-Competition and Non-Solicitation Covenants. You hereby agree that for the
five (5) year period commencing the date hereof, you will not, without the prior
written consent of GeoWaste's Board of Directors:
(a) own, manage, operate, join, be employed in an executive or managerial
capacity by, control or otherwise render, directly or indirectly, any
executive or managerial Services to any person or organization which
is engaged in the solid waste management business in competition with
GeoWaste within a 75-mile territorial radius from any facility owned
or operated by GeoWaste.
For purposes of this Section 9(a), the term "Services" shall mean any services
of a business, commercial or professional nature and shall include, without
limitation, the following: engaging in, working with, having an interest in,
acting as an officer or director or consultant to, advising, lending money to,
guaranteeing the debts or obligations of, or permitting one's name or any part
thereof to be used in connection with an enterprise or endeavor that conducts a
business of the type and in the area referred to above, either individually, in
partnership, or in conjunction with any person or persons, firm, association,
company or corporation, whether as principal, agent, five percent or more
shareholder, executive, or in any other similar manner whatsoever; provided,
however, that you may own less than five percent (5%) of the outstanding capital
stock of any publicly-held corporation; and
(b) render any services or advice to, solicit, service the account of, or
otherwise engage in any business relationship (as an employee or
otherwise) with any Customer (as defined below) of GeoWaste in
connection with the solid waste management business, or solicit or
hire any person in connection with the solid waste management business
who was an employee of GeoWaste at any time within the five (5) year
period commencing the date hereof.
For purposes of this Section 9(b), a "Customer" means any corporation,
association, partnership, organization, business, individual or governmental
agency (a "Person") within a 75-mile territorial radius from any facility owned
or operated by GeoWaste that is subject to a contract with GeoWaste whereby
GeoWaste provides solid waste management services to such Customer, or is
otherwise actively involved in a business relationship with GeoWaste in
connection with such solid waste management services, including, without
limitation, any person that GeoWaste is actively soliciting at any time within
the one (1) year period ending on the date your employment terminates.
You acknowledge that:
(i) GeoWaste will suffer substantial damages not readily ascertainable or
compensable in terms of money in the event of the breach of any of his
obligations under this Section 9. You therefore agree that GeoWaste
will be entitled (without limitation or any other rights or remedies
otherwise available to GeoWaste) to obtain an injunction from any
court of competent jurisdiction prohibiting the continuance or
recurrence of any such breach of this Section 9. In the event that at
the time of the enforcement of any provision of Section 9, the stated
period, scope or area is held to be unreasonable, the parties agree
that the maximum period, scope or area reasonable under the
circumstances will be substituted for the stated period, scope or
area; and
(ii) the running of each of the covenants in this Section 9 will be tolled
and suspended for such period of time as you are in violation of the
particular covenant, but none of the covenants will be so tolled and
suspended for longer than one hundred eighty (180) days in the
aggregate as to that covenant.
10. Confidential Information. You understand and acknowledge that:
(a) in order to enable you to properly perform your duties, the Company
has entrusted and will continue to entrust you with trade secrets and
confidential information, including, without limitation, trade secrets
and confidential information relating to merchandising methods,
engineering and processing methods, accounting or financial methods,
processes, strategies and technique, know-how, pricing policies,
inventory, market studies and strategy, customer lists, special needs
and characteristics of the Company's customers, debt and equity
financing sources, scientific, technical and management information
and other aspects of the Company's business ("Confidential
Information"); and
(b) the development or acquisition of this Confidential Information is
critical to the success and survival of the Company and the disclosure
or use of this Confidential Information would cause the Company
irreparable harm and that you are fully aware of the Company's need to
protect this Confidential Information.
Accordingly, you hereby agree that, during the Term of Employment and thereafter
as to trade secrets, and during the Term of Employment and thereafter until the
end of the one (1) year period following your termination of employment, as to
other Confidential Information, you will not disclose to third persons any
Confidential Information of the Company, its officers, directors, agents or
representatives, except to the extent that such Confidential Information:
(i) is authorized in writing by the Company to be disclosed;
(ii) was in or has become part of the public domain (otherwise than through
your breach hereof);
(iii) was known to the recipient prior to the disclosure;
(iv) was known to you prior to performing services for the Company or any
predecessor company; or
(v) is required to be disclosed by a court or governmental agency and, in
this regard, you will execute such additional documents as the Company
may reasonably require to protect the confidentiality of the
Confidential Information required to be disclosed.
11. Survival. The provisions of paragraphs 9 and 10 hereof shall survive the
termination of your Term of Employment.
12. Severability. The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity and enforceability of the other provisions hereof.
13. Governing Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida applicable to contracts made
and to be performed therein. The venue of any proceeding regarding this
Agreement shall be Xxxxxx County, Florida.
14. Notices. Any notice, request, information or other document to be given
hereunder to either of the parties by the other party shall be in writing and
hand delivered or sent by certified mail, postage prepaid, as follows:
(a) if to you: Xxxxxxx Xxxxxx
0000 XX 00xx Xxxxxxx
Xxxxx, XX 00000
(b) if to the GeoWaste: GeoWaste Incorporated
Suite 208
00 Xxxxxxxxx Xxxxx
Xx. Xxxxxxxxx, XX 00000
Any party may change the address to which notices hereunder are to be sent to it
by giving written notice of such change of address as herein provided. Any
notice or communication shall be deemed to have been given as of the date so
delivered or mailed.
15. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
16. Modification. The parties hereto may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.
17. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the matters contemplated herein, and supersedes
all prior understandings and agreements of the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
EMPLOYEE GEOWASTE INCORPORATED
/s/ Xxxxxxx X. Xxxxxx /s/ Xxx X. MacF. Burbott
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Xxxxxxx X. Xxxxxx Xxx X. MacF. Burbott
Chief Executive Officer
