Exhibit 10.47
April 28, 1998, effective as of April 1, 1998
Xx. Xxxxxxx X. Xxxxx
00 Xxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xxxx:
This letter amends and restates the letter agreement dated August 30, 1994
between you and AMBI Inc. ("AMBI") regarding your position as President &
Chief Executive Officer of AMBI, reporting to the Board of Directors, and is
for the period commencing April 1, 1998 through March 31, 2001 (the "Contract
Period"). You will also be required to serve as a Director on the AMBI Board.
This offer is contingent upon the following terms and conditions:
GENERAL
You agree that your employment by AMBI shall be full time and that you shall
engage in no other business or employment, other than supervising your passive
investments. You represent that you are under no restrictions or obligations
which would prevent you from serving as President and Chief Executive Officer.
You may serve as a non-executive director on Boards of other companies only
with the permission of the AMBI Board.
COMPENSATION
Your direct annualized base compensation will be $275,000 paid bi-weekly, as a
non-union, full-time employee, and is fixed during the Contract Period.
ANNUAL PERFORMANCE INCENTIVE
You will be eligible to receive up to $275,000 annually as a performance
incentive (cash award). The Board of Directors will decide on the amount of
the incentive based upon AMBI's and your performance against goals established
by the Board of Directors.
OTHER BENEFITS
Coverage for group insurance, i.e. medical, dental, life insurance, AD&D,
Short and Long Term Disability, Business Travel Insurance, etc. as well as the
AMBI sponsored pension plan and savings plan will be provided in accordance
with the terms and conditions of each plan.
STOCK OPTIONS
You are granted 465,000 additional Stock Options @ $1.9375 under the AMBI 1991
Stock Option Plan, which Options will vest in equal amounts at the conclusion
of each year of employment over the next three (3) years. Vested options will
expire five years from the date of vesting. The Options are all subject to the
terms of a Stock Option Award Agreement to be signed by AMBI and you.
VACATION
Annual paid vacation and holidays will accrue in accordance AMBI's vacation
policy.
PERIOD OF EMPLOYMENT
Employment the AMBI remains on an "at will" basis. This means that both AMBI
as well as you can terminate your employment at any time. AMBI makes no
implied or expressed contract concerning termination of your employment,
except as stated in this letter, and no such additional contract may be
implied or construed unless provided in writing and signed on behalf of AMBI
by an Officer of AMBI and countersigned by the Chairman of the Board of
Directors.
TERMINATION
You hereby resign your Board membership upon termination of employment.
In the event the AMBI Board of Directors relieves you of your CEO
responsibilities due to performance related issues (and not due to either a
change in ownership/control or for cause), you will receive one year of salary
(lump sum payment) and all of your Stock Options will vest, and the period
during which all vested options can be exercised will be one year from the
date of termination. Your health benefits will also continue for one year from
the date of termination or until you secure health benefits through another
corporate position, whichever is earlier.
LOAN
You have an outstanding loan from AMBI of $59,500 with interest payable at 6%,
with both principal and interest payments deferred. You have secured the loan
with your AMBI Stock and your rights to receive AMBI stock. The loan will
continue to be secured with your AMBI Stock and your rights to receive AMBI
Stock, principal and interest will continue to be deferred, and the loan will
be due March 31, 2001. However, one third of the principal and accrued
interest shall be forgiven on each of the following dates: March 31, 1999;
March 31, 2000; and March 31, 2001, provided that you are an employee of AMBI
on each of these dates.
OTHER MATTERS
You agree that during and after termination of your employment and for a two
(2) year period following termination, you will not, directly compete with
AMBI or engage in or participate in any business which is in direct
substantial competition with the business of AMBI.
You certify that you have not been debarred by the U.S. Food and Drug
Administration under 21 U.S.C. 335a (Federal Food, Drug and Cosmetic Act 306).
This employment agreement is the only employment agreement in effect between
AMBI and you, and supersedes the employment agreement dated August 30, 1994.
If you accept this offer of continued employment and the conditions outlined
above, would you please sign the original of this letter and initial each
page. Please retain the duplicate for your records.
Yours sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Chairman of the Board
I accept this offer of continued employment and the conditions outlined above.
Signed: /s/ Xxxxxxx X. Xxxxx
Date: April 1, 1998
