EXHIBIT 2.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made as of February 13, 2004 (the
"Agreement") by and between Ionics, Incorporated, a Massachusetts corporation
with principal offices at 00 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (the
"Corporation"), and Xxxxx X. Xxxxxxxxx, an individual residing at 000
Xxxxxxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxxxx 00000 (the "Employee").
WITNESSETH
WHEREAS, the Corporation desires that the Employee be employed as its
Vice President, Water Systems Division (consisting of the operations described
below) on the terms and conditions set forth in this Agreement; and
WHEREAS, the Employee desires to be employed by the Corporation in such
capacity, on the terms and conditions set forth in this Agreement; and
WHEREAS, the Employee has represented and warranted to the Corporation
that he has no commitment, obligation or contract of any kind that is
inconsistent with his being employed by the Corporation on the terms contained
herein; and
WHEREAS, this Agreement is being entered into in connection with, and
its execution and delivery is a condition to the closing of, the sale to the
Corporation of all of the outstanding capital stock, equity and membership
interests of Ecolochem, Inc., Ecolochem S.A.R.L., Moson Holdings, LLC and
Ecolochem International, Inc. (each, an "Ecolochem Entity" and collectively, the
"Ecolochem Entities") by the holders thereof, including the Employee (the
"Acquisition");
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements contained in this Agreement, the parties hereby agree as follows:
1. Duties. The Corporation hereby hires and agrees to employ the Employee, and
the Employee agrees to be employed by the Corporation, in an executive capacity
for the Term (as defined in Section 3(a) below) and on the terms and conditions
set forth in this Agreement. During the Employment Term (as defined in Section
3(a) below), the Corporation shall employ the Employee as its Vice President,
Water Systems Division (which includes, among other operations, the Ecolochem
Entities, their respective subsidiaries and the Corporation's Ultrapure Water
and Industrial Water operations), and as such, the Employee shall be the senior
executive officer with responsibility for such Division and shall be responsible
for managing the integration of the Ecolochem Entities with the Corporation's
existing Ultrapure Water operations. During the Employment Term, the Employee
shall report directly to, and shall be subject to the direction and control of,
the Corporation's Chief Executive Officer, and the Employee shall be primarily
based at Miami, Florida, except for reasonably required travel on the
Corporation's business. During the Employment Term, the Employee shall devote
substantially all of his business time, best efforts, and business judgment,
skill, ability, knowledge, and energies to the advancement of the Corporation's
best interests in the discharge of his responsibilities hereunder, which shall
be the responsibilities commensurate with an executive position in a corporation
with securities publicly traded in the United States.
2. Compensation.
(a) Base Salary. During the Employment Term, as compensation for the
Employee's services hereunder, the Corporation shall pay to the Employee a base
salary of $20,833.33 per month (for an annual rate of $250,000), subject to such
salary increases as may be granted by the Corporation's Board of Directors (the
"Board"). The base salary shall be payable in installments in accordance with
the Corporation's regular practices, as such practices may be modified from time
to time, but in no event less often than monthly. All payments shall be subject
to all applicable federal, state and/or local payroll and withholding taxes.
(b) Bonus. In addition to his base salary, during the Employment Term,
the Employee will be eligible to participate in any bonus program to be
established by the
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Corporation for its senior executive personnel, based upon criteria determined
solely by the Board. In order to be eligible to receive any bonus, the Employee
must be employed on the date upon which the bonus payment is made.
(c) Stock Options. Employee shall be eligible to participate in any
stock option plans that may be provided by the Corporation to its key employees
from time to time, as determined by the Compensation Committee of the Board of
Directors.
(d) Benefits. During the Employment Term, the Employee shall be
eligible to participate in all benefit plans of the Corporation, including,
without limitation, the Ionics, Incorporated Section 401(k) plan, and group
medical, dental, accident, disability, life and other health benefit plans of
the Corporation, as may be provided by the Corporation from time to time to the
Corporation's executives of comparable status, subject to, and to the extent
that, the Employee is eligible under such benefit plans in accordance with their
respective terms. The Employee will be entitled to first-class air travel on all
air travel taken on behalf of the Corporation in furtherance of his duties as an
executive employee. The Corporation will pay for the maintenance of all airline
club memberships held by the Employee, to the extent not already provided on a
complimentary basis in conjunction with Employee's credit card accounts.
Notwithstanding anything in this Agreement to the contrary, The Employee will
not be eligible to or permitted to participate in the Corporation's defined
benefit pension plan.
(e) Vacation. The Employee shall be entitled to five weeks of vacation
for each calendar year during the Term, at such times as shall be mutually
agreed upon by the Corporation and the Employee, and otherwise in accordance
with the Corporation's regular practices, as such practices may be modified from
time to time.
(f) Expenses. During the Employment Term, the Employee is authorized to
incur reasonable expenses in the performance of his duties hereunder. The
Corporation shall reimburse the Employee for all such expenses upon the
presentation by the Employee, not less frequently than monthly, of signed,
itemized expense reports, together with any receipts or
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vouchers, in accordance with the Corporation's policies and procedures as
adopted and in effect from time to time applicable to its executive officers.
(g) Indemnity. During the Employment Term and for six years thereafter,
the Corporation will provide to the Employee indemnification rights available to
its directors and officers generally, including the benefit of such policies of
directors' and officers' liability insurance as the Corporation maintains for
the benefit of all its directors and officers during such period.
3. Term and Termination.
(a) The term of this Agreement shall be for the period commencing on
the date hereof and terminating on the date that is two years after the date
hereof, unless earlier terminated pursuant to any of the provisions of this
Section 3 (the "Term"). The period commencing on the date hereof and ending on
the earlier of (i) the expiration of the Term and (ii) the last day of the
Employee's employment with the Corporation, a Ecolochem Entity or any of their
respective subsidiaries shall be referred to as the "Employment Term."
(b) The Corporation may terminate Employee's employment at any time for
Cause (as defined below). "Cause" shall mean any of the following: (i) the
Employee's dishonesty, malfeasance, disloyalty or breach of fiduciary duties to
the Corporation; (ii) the conviction of, or plea of guilty or nolo contendere
by, the Employee for any felony involving moral turpitude (or for any lesser
crime or offense involving the Corporation); (iii) the failure or refusal,
except due to incapacity as a result of illness or disability, of the Employee
to perform the lawful duties appropriate to his office assigned to him pursuant
to this Agreement, provided that such failure or refusal continues uncorrected
for a period of 30 days after the Employee shall have received specific written
directions in respect thereof from the Chief Executive Officer; or (iv) any
breach by the Employee of Section 4 of this Agreement or of the Employer's
Agreement With Employee in the form of Exhibit A attached hereto. The Employee's
employment shall also terminate immediately upon his death. The Corporation may
terminate the Employee's
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employment upon ten (10) days' prior written notice following a determination by
the Board that the Employee has a Permanent Disability (as hereinafter defined);
provided, however, that no such termination shall be effective (i) prior to the
expiration of the 180-day period following the date the Employee first incurred
the condition which is the basis for the Permanent Disability or (ii) if the
Employee begins to substantially perform the significant aspects of his regular
duties prior to the proposed effective date of such termination. For purposes of
this Agreement, "Permanent Disability" shall mean the Employee's inability, by
reason of any physical or mental impairment, to substantially perform the
significant aspects of his regular duties, as contemplated by this Agreement,
which inability is reasonably contemplated to continue for at least one (1) year
from its incidence and at least 90 days from the date of such determination. Any
question as to the existence, extent, or potentiality of the Employee's
Permanent Disability shall be determined by a qualified independent physician
selected by the Employee (or, of the Employee is unable to make such selection,
by an adult member of the Employee's immediate family) and reasonably acceptable
to the Board. If the Employee's employment is terminated due to any of the
reasons stated in this Section 3(b), or if the Employee terminates his
employment ((other than for Good Reason (as defined below) within 24 months
after a Change in Control (as defined below)), then the Corporation shall have
no further obligation to the Employee under this Agreement except for payment
pursuant to Section 2 of this Agreement for services theretofore rendered by the
Employee and for benefits required to be paid or provided by law and payments of
the Employee's normal post-termination benefits in accordance with the
Corporation's retirement, insurance and other benefit plans and arrangements.
(c) If the Corporation terminates this Agreement prior to its
expiration for any reason other than any of the reasons stated in Section 3(b),
or if the Employee terminates his employment with the Corporation for Good
Reason during the Employment Term within 24 months after a Change in Control,
then the Employee shall receive (i) a severance benefit equal to (A) the sum
equal to eighteen months of his then-current base salary, plus (B) an amount
equal to 1.5 times the Employee's target bonus, if any, for the fiscal year in
which such termination occurs, and (ii) benefits required to be paid or provided
by law and payment of the Employee's normal post-termination benefits in
accordance with the Corporation's retirement,
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insurance and other benefit plans and arrangements, including without limitation
thereto the bonus earned for any fiscal year in which such termination occurs or
any previous fiscal year but not fully paid at the time of such termination.
(d) As used herein, the following terms shall have the following
respective meanings:
(i) A "Change in Control" shall occur or be deemed to have
occurred only if any of the following events occur: (A) any "person," as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (other than the Corporation, any trustee or
other fiduciary holding securities under an employee benefit plan of the
Corporation, or any corporation owned directly or indirectly by the stockholders
of the Corporation in substantially the same proportion as their ownership of
stock of the Corporation) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 30% or more of the combined voting power of the
Corporation's then outstanding securities; (B) individuals who, as of the date
hereof, constitute the Board (as of the date hereof, the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date hereof whose
election, or nomination for election by the Corporation's stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Corporation,
as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)
shall be, for purposes of this Agreement, considered as though such person were
a member of the Incumbent Board; or (C) the stockholders of the Corporation
approve a merger or consolidation of the Corporation with any other corporation,
other than (1) a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 70% of the combined voting power
of the voting securities of the Corporation or such surviving entity outstanding
immediately after such merger or consolidation, or (2) a merger or consolidation
effected to
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implement a recapitalization of the Corporation (or similar transaction) in
which no "person" (as hereinabove defined) acquires more than 30% of the
combined voting power of the Corporation's then outstanding securities; or (D)
the stockholders of the Corporation approve a plan of complete liquidation of
the Corporation or an agreement for the sale or disposition by the Corporation
of all or substantially all of the Corporation's assets.
(ii) "Good Reason" shall mean, without the Employee's written
consent, the occurrence within 24 months after a Change in Control of the
Corporation, provided that such occurrence falls within the Employment Term, of
any of the following circumstances unless, in the case of paragraphs (A), (C),
(D) or (F), such circumstances are fully corrected prior to the Employee's date
of termination specified in the notice of termination given in respect thereof:
(A) any significant diminution in the Employee's
position, duties, responsibilities, power, title or office as in effect
immediately prior to a Change in Control;
(B) any reduction in the Employee's annual base salary
as in effect on the date hereof or as the same may be increased from time to
time;
(C) the failure of the Corporation to continue in
effect any material compensation or benefit plan in which the Employee
participates immediately prior to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has been
made with respect to such plan, or the failure by the Corporation to continue
the Employee's participation therein (or in such substitute or alternative plan)
on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of the Employee's participation relative to
other participants, as existed at the time of the Change in Control, or the
failure by the Corporation to award cash bonuses to its executives in amounts
substantially consistent with past practice in light of the Corporation's
financial performance;
(D) the failure by the Corporation to continue to
provide the Employee with benefits substantially similar to those enjoyed by the
Employee under any of the
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Corporation's life insurance, medical, accident, or disability plans in which
the Employee was participating at the time of the Change in Control, the taking
of any action by the Corporation which would directly or indirectly materially
reduce any of such benefits, or the failure by the Corporation to provide the
Employee with the number of paid vacation days to which he is entitled under the
terms of this Agreement;
(E) any requirement by the Corporation or of any person
in control of the Corporation that the location at which the Employee performs
his principal duties for the Corporation be changed to a new location outside a
radius of 50 miles from his principal residence at the time of the Change in
Control; or
(F) the failure of the Corporation to obtain a
satisfactory agreement from any successor to assume and agree to perform this
Agreement.
(e) Except for any right of continuation of benefits coverage to the
extent provided by this Agreement or applicable law, benefits shall terminate
pursuant to the terms of the applicable benefit plans as of the termination of
the Employment Term.
(f) All payments made by the Corporation under this Agreement shall be
subject to and reduced by any federal, state and/or local taxes or other amounts
required to be withheld by the Corporation under any applicable law.
4. Employee's Obligations.
(a) Trade Secrets and Confidential Information. The Employee shall hold
in confidence and not disclose (other than in the proper performance of his
duties as an officer of the Corporation or as required by law, court order,
subpoena or similar legal process) at any time (including any time subsequent to
the termination of this Agreement) any and all trade secrets, confidential
information or proprietary rights made known to him as such by the Corporation,
including, without limiting the generality of the foregoing, customer lists;
financial information
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of the Corporation and its customers; customer requirements; product
information, formulations and content; new invention disclosures, patent
applications, know-how and other proprietary intellectual property; and plans,
systems, processes and preparations for the Corporation's current and proposed
business activities. The Employee shall return all written or printed materials
(whether in the form of reports, memoranda, lists, computer programs or
otherwise) and all copies thereof belonging to the Corporation or relating to
any aspect of its business upon the termination of this Employment Agreement.
(b) Non-Competition/Non-Solicit. The Employee acknowledges that as Vice
President, Water Systems Division of the Corporation, he will make a significant
contribution to the goodwill of its business. The Employee further acknowledges
that he will receive a significant economic benefit as a result of his
employment by the Corporation hereunder and the sale to the Corporation of the
Ecolochem Entities. In consideration thereof, the Employee agrees that during
the Employment Term and for a period of five years thereafter, he will not:
(i) subject, to Section 4(b)(iii) for a period of five years from
the date hereof or, if later, five years from the date Employee is no longer
employed by the Ecolochem Entities or their subsidiaries or by the Corporation
or its subsidiaries (but in no event later than December 31, 2010, unless
Employee enters into a new employment agreement with the Corporation or its
subsidiaries), Employee shall not engage, anywhere in the world, in any business
competitive with any water-related business conducted by the Ecolochem Entities
or their subsidiaries or by the Corporation or its subsidiaries on the date
hereof or on the date Employee ceases to be employed by the Ecolochem Entities
or their subsidiaries or by the Corporation or its subsidiaries (the
"Water-Related Competitive Activities"), including through the ownership of an
interest in a business engaged in a Water-Related Competitive Activity or by
managing such a business;
(ii) subject to Section 4(b)(iii), for a period of two years from
the date hereof or, if later, two years from the date Employee is no longer
employed by the Ecolochem Entities or their subsidiaries or by the Corporation
or its subsidiaries (but in no event later than four years from the date hereof,
unless Employee enters into a new employment agreement with the Corporation or
its subsidiaries) Employee shall not engage, anywhere in the world, in any
9
business competitive with any non-water-related business conducted by the
Ecolochem Entities or their subsidiaries or the Corporation and its subsidiaries
on the date hereof or on the date Employee ceases to be employed by the
Ecolochem Entities or their subsidiaries or by the Corporation or its
subsidiaries (the "Non-Water-Related Competitive Activities" and collectively
with the Water-Related Competitive Activities, the "Competitive Activities"),
including through the ownership of an interest in a business engaged in a
Non-Water-Related Competitive Activity or by managing such a business.
(iii) the covenants in Section 4(b)(i) and (ii) shall not (A)
apply to any activities conducted by Employee on behalf of the Corporation or
its affiliates (including the Ecolochem Entities and their subsidiaries), (B) be
breached as a result of the ownership by Employee of less than 3% of any class
of publicly traded equity or debt securities of a person engaged in any
Competitive Activity, provided that Employee does not control such person (it
being understood that the 3% threshold set forth in this subsection (X) shall
not include any securities held by a registered investment company in which
Employee participates or (Y) any interest in any person who, after the date of
acquisition of such interest, commences any Competitive Activity, provided that
Employee does not control such person.
(iv) for a period of five years from the date hereof or, if
later, five years from the date Employee is no longer employed by the Ecolochem
Entities or their subsidiaries or by the Corporation or its subsidiaries (but in
no event later than December 31, 2010 unless Employee enters into a new
employment agreement with the Corporation or its subsidiaries), Employee shall
not directly or indirectly (A) recruit or solicit for hire or hire or otherwise
engage any employees of the Ecolochem Entities or their subsidiaries or the
Corporation or its subsidiaries or any such person who has terminated his/her
relationship with the Ecolochem Entities or their subsidiaries or the
Corporation or its subsidiaries within six months prior to such action by
Employee or (B) encourage or participate in such recruitment, solicitation or
hiring.
(v) for a period of five years from the date hereof or, if later,
five years from the date Employee is no longer employed by the Ecolochem
Entities or their subsidiaries or by the Corporation or its subsidiaries (but in
no event later than December 31, 2010 unless Employee enters into a new
employment agreement with the Corporation or its subsidiaries), directly or
indirectly, solicit or do business in any capacity that constitutes
Water-Related
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Competitive Activities with any customer of the Ecolochem Entities or their
subsidiaries or the Corporation or its subsidiaries.
(vi) for a period of two years from the date hereof or, if later,
two years from the date Employee is no longer employed by the Ecolochem Entities
or their subsidiaries or by the Corporation or its subsidiaries (but in no event
later than four years from the date hereof, unless Employee enters into a new
employment agreement with the Corporation or its subsidiaries), Employee shall
not directly or indirectly, solicit or do business in any capacity that
constitutes Non-Water-Related Competitive Activities with any customer of the
Ecolochem Entities or their subsidiaries or the Corporation or its subsidiaries.
(c) Injunctive Relief. The parties hereto agree that (i) irreparable
injury will result to the Corporation, its business and property and its
shareholders in the event of a breach of the provisions of this Section 4; and
(ii) the remedy which the Corporation may have at law for any breach or threat
of breach of the provisions of this Section 4 is inadequate. Therefore, the
Employee agrees that in the event of breach or threat of breach of the
provisions hereof by the Employee, the Corporation shall be entitled to
injunctive relief, specific performance or other equitable relief against the
Employee restraining him from such a breach, in addition to any and all remedies
of law. The Employee agrees that the provisions contained in this Section 4
shall remain in full force and effect notwithstanding the breach or claimed
breach of any other provision hereof by any party hereto.
(d) Judicial Intervention. If any provision of this Section 4 shall
for any reason be held to be excessively broad as to scope, activity, subject or
otherwise, so as to be unenforceable by law, such provision or provisions shall
be construed by the appropriate judicial body by limiting or reducing it or
them, so as to be enforceable to the maximum extent compatible with the
applicable law as it shall then appear. Employee agrees that if he violates any
of the covenants in this Section 4, monetary damages will be inadequate, and the
Corporation entitled to injunctive relief and specific performance.
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5. Waiver of Breach. The waiver by either party hereto of a breach of any
provision of this Agreement by the other party hereto shall not operate as or be
construed to be a waiver of any subsequent breach of such other party.
6. Notices. Any notice or other communication required by or which may be given
to either party hereunder shall be in writing and shall be deemed given
effectively if delivered personally to such party (or the Clerk, in the case of
the Corporation) or if mailed by registered or certified mail, postage prepaid,
return receipt requested, to the address stated for each party in the first
paragraph of this Agreement. Either party may designate a different address by
giving notice of change of address in the manner herein provided.
7. Construction. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the principles of conflicts of laws thereof.
8. Arbitration. Any controversy or claim arising out of or relating to this
Agreement or breach thereof (except those for which injunctive or other
equitable relief may be sought) shall be settled by arbitration administered by
the American Arbitration Association in Boston, Massachusetts in accordance with
the commercial arbitration rules then obtaining of the American Arbitration
Association and judgment upon the award may be entered in any court having
jurisdiction thereof.
9. Entire Agreement. This Agreement, together with the agreements attached
hereto as Exhibits, constitutes the entire agreement of the parties hereto
relating to the employment of the Employee by the Corporation. This Agreement
may not be changed except by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.
10. Assignment. This Agreement is a personal contract, and the Employee may not
assign any of his rights or delegate any of his duties under this Agreement, but
the rights of the
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Employee hereunder shall inure to the benefit of his heirs, executors,
administrators and legal representatives. The rights and obligations of the
Corporation under this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Corporation. The Corporation shall have
the right to assign this Agreement to any successor of substantially all of its
business or assets, and any such successor shall be bound by all of the
provisions hereof.
11. Severability; Survival.
(a) It is further understood and agreed by the parties hereto that if
any of the provisions of this Agreement shall contravene, or be invalid under,
the laws of the jurisdiction where invoked, such contravention or invalidity
shall not invalidate the whole Agreement, but it shall be construed as it not
containing the particular provision or provisions held to be invalid in the said
particular jurisdiction, and the rights and obligations of the parities shall be
construed and enforced accordingly.
(b) Sections 4, 5, 6, 7, 8, 9, 11, and 13 of this Agreement shall
survive the expiration or earlier termination of this Agreement. In the event
any monetary or other obligations are owing to Employee at the time of
termination, such obligations shall not terminate.
12. Miscellaneous.
(a) The Employee shall sign the Agreement With Employee (dealing with
inventions and proprietary information) attached hereto as Exhibit A
simultaneously herewith.
(b) Each of the parties hereto shall, at any time and from time to time
hereafter, upon the reasonable request of the other, take such further action
and execute acknowledge and deliver such instruments and documents of further
assurance, as may be necessary to carry out the provisions of this Agreement.
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13. Consent to Jurisdiction. To the extent any claim or action (i) arising out
of or based upon this Agreement; (ii) arising out of or based upon the
Employee's employment with the Corporation and/or termination thereof; or (iii)
relating to the subject matter hereof, is not subject to mandatory arbitration
pursuant to Section 8 above, each of the Corporation and the Employee, by its or
his execution hereof, hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts of Massachusetts and agrees not to commence any
such claim or action other than in the above named courts.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date hereinabove first set forth.
IONICS, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------------
Xxxxxxx X. Xxxxx
Chief Executive Officer
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxx
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EXHIBIT A
AGREEMENT WITH EMPLOYEE
THIS AGREEMENT is made as of the 13th day of February, 2004 between Xxxxx X.
Xxxxxxxxx (hereinafter called the "Employee") and IONICS, INCORPORATED, a
Massachusetts corporation (hereinafter called the "Company").
WHEREAS, the Company and its subsidiaries are engaged throughout the world in
the manufacture of products in accordance with secret processes and formulas,
and their employees have or may become acquainted with such processes and
formulas and the research and developments carried on and may contribute new
inventions or improvements on those already existing, or both; and
WHEREAS, Employee has become employed by the Company pursuant to an Employment
Agreement of even date herewith (the "Employment Agreement").
NOW, THEREFORE, it is agreed as follows:
1. INTELLECTUAL PROPERTY. (a) Employee will promptly disclose in writing
to the Clerk of the Company, or his nominee, all information,
observations, data and records arising out of or obtained in the course
of his work for the Company, and all those discoveries, inventions,
devices, machines, processes, designs, composition of matter and
improvements thereon, and any new use of the same, whether patentable
or not, as well as patents and patent applications (hereinafter
collectively called "inventions") made, conceived, developed or
acquired by him, or under which Employee acquired the right to grant
licenses or become licensed, whether alone or jointly with others, in
connection with his employment by the Company and within a period of
one year after termination, for whatever reason, of his employment
hereunder, which (i) has arisen or may arise out of or in connection
with his employment with the Company, or (ii) relate to any matters
pertaining to or useful in connection with any present or contemplated
activity or interest of the Company or of any of the affiliated or
subsidiary companies of the Company, or (iii) relate to work done by
the Company for a client, in each case, with which matters Employee has
been or may be in any way connected or about which Employee has
obtained knowledge in connection with his employment by the Company.
All Employee's title and interest in, to and under all such inventions,
licenses and rights to grant licenses shall be the sole and exclusive
property of the Company, and Employee hereby assigns and agrees to
assign the same to the Company.
(b) It is the policy of the Company (which, however, assumes no
obligation by this paragraph) to transfer or quitclaim to Employee any
invention or improvement made or conceived by Employee which the
Company deems not then of active interest to it or likely to become so.
(c) Employee will at any time, whether or not then in the employ of the
Company, upon the request of the Company and without further
remuneration (except as provided in Section 4 hereof) (a) execute,
acknowledge and deliver to the Company any document which the Company
shall deem reasonably necessary to effect valid assignments to it of
all Employee's right, title and interest in, to and under such
inventions, licenses and rights to grant license, (b) execute any
document which the Company shall deem reasonably necessary to enable it
to file and prosecute applications for letters patent of the United
States and any foreign country on such inventions, and (c) do all other
things (including the giving of evidence in suits, interferences,
oppositions, revocations and other proceedings) which the Company shall
deem reasonably necessary or reasonably convenient for patenting or
prosecuting or asserting patents for any and all such inventions, for
the prosecution of applications for the reissue, renewal and extension
of such patents, and for the establishing of any fact becoming known to
Employee in connection with his employment.
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2. CONFIDENTIAL INFORMATION. Employee acknowledges his obligations
concerning trade secrets and confidential information set forth at
Section 4(a) of the Employment Agreement.
3. GOVERNMENTAL MATTERS. Employee will do all things reasonably necessary
for the Company to comply with U.S. Government regulations and with
provisions of contracts between the U.S. Government and the Company
which relate either to patent rights or to the safeguarding of
information pertaining to the defense of the United States.
4. EXPENSES. All expenses incident to any action required by the Company
or taken in its behalf pursuant to the terms of this agreement shall be
borne by the Company, including a reasonable payment for Employee's
time and expenses involved in case Employee is not then in the
Company's employ, which payment for Employee's time shall not in any
event be less than his salary for a comparable period of time as of the
termination of his employment.
5. CONFIDENTIAL INFORMATION OF OTHERS. Employee shall not be requested or
required to violate, and Employee agrees to respect, any valid
obligations employee now has to prior employers or others relating to
proprietary or confidential information and to Employee's inventions
and discoveries. Employee has supplied or promptly shall supply to the
Company a copy of all written agreements containing any such
obligations.
This Agreement of two pages is executed in duplicate as a sealed instrument as
of the date first set forth above.
IONICS, INCORPORATED
By /s/ Xxxxxxx Xxxx
--------------------------------
WITNESS: EMPLOYEE:
/s/ Xxxxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxxxxx
--------------------------- ----------------------------------
Xxxxx X. Xxxxxxxxx
16
