EMPLOYMENT AGREEMENT
This Agreement is made by and between AIRTECH INTERNATIONAL
CORPORATION, a Texas Corporation (the "Corporation") and XXXX XXXXXX (the
"Executive") effective the 1st day of May, 1977.
WHEREAS, The Corporation is in the business of manufacturing and
marketing commercial air purification technology ,
WHEREAS, The Executive has considerable experience in the management of
a successful businesses,
WHEREAS, The Corporation desires to hire Executive as President of the
Company.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements contained in this Agreement, the parties hereby agree
as follows:
1. EMPLOYMENT SCOPE AND AUTHORITY. The Corporation hereby
employs the Executive and Executive accepts employment as President of the
Corporation. The Executive shall report and be responsible to the Chief
Executive Officer and the Corporation's Board of Directors. The management
powers shall be superior to all other officers or employees of the
Corporation, except the Chief Executive Officer. Executive shall become and
remain a Director of the Corporation during the term of this agreement.
2. TERM. The initial term of the Agreement shall be for ten (10)
years from the date the Agreement is signed by all of the parties.
3. CONTINUED TERM. The Executive Committee of the Board of
Directors, after the initial term of the Agreement has expired, may extend
and renew this Agreement for additional ten (10) year terms.
4. DUTIES. The Executive shall serve as President of the
Corporation and shall have such duties, responsibilities and authority as is
customary to such position and such other duties, responsibilities as may
from time to time be assigned by the Chief Executive Officer and the Board of
Directors of the Corporation.
5. TIME, ABILITY AND ATTENTION. The Executive shall devote
substantially all of his working time, ability and attention to the business of
the Corporation. Corporation recognizes that the Executive may have other
business interest to which he may devote a reasonable amount of time, provided
such do not conflict with the conduct of the business affairs of the
Corporation.
6. PLACE OF PERFORMANCE. The Executive shall maintain his office
at the principal executive offices of the Corporation, as designated from
time to time by the Chief Executive Officer and President of the Corporation,
subject to required travel on behalf of the Corporation.
7. COMPENSATION. The Corporation shall pay the Executive the
salary, reimbursement of expenses and provide the benefits as specified below.
(a) SALARY. The Corporation shall pay the Executive a salary at
the annual rate of $250,000 commencing May 1, 1997, payable
bimonthly or otherwise in accordance with the Corporation's
payroll practices for all employees;
(b) INCENTIVE BONUS. As a further inducement to accept the
position with the Corporation, during the term of this
Agreement and extensions thereof, Corporation shall pay to
Executive an annual bonus to be determined in good faith by
the Board of Directors. The Board of Directors of the
Corporation shall, within six (6) months of the date of this
Agreement, structure, institute and establish an incentive
bonus program specifying how and when bonuses are to paid
pursuant to this paragraph.
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(c) BENEFITS. Executive shall be entitled to participate in the
Corporation's employee benefit programs in effect from time to
time for employees at comparable levels of responsibility.
Participation will be in accordance with any applicable
policies adopted by the Board of Directors. Executive shall be
entitled to vacations, absences for illness, and to similar
benefits of employment to the extent such benefits are
generally offered to employees of the Corporation at a
comparable level of responsibility, subject to the policies
and procedures adopted by the Board of Directors.
(d) EXPENSES. Subject to the policies and procedures as may be
adopted by the Corporation's Board of Directors, Executive
shall be entitled to reimbursement for travel, entertainment
and other expenses actually incurred on behalf of Corporation
(upon presentation of reasonable evidence thereof) to the
extent such expenses are incurred in connection with direct
activities of the Corporation, and to the extent similar
reimbursements are generally available to employees of the
Corporation at a comparable level of responsibility.
(e) SERVICES. The Corporation shall furnish Executive office
space, personnel and such other facilities and services as
reasonably required for Executive to perform the duties of
President of the Corporation.
8. TERMINATION BY CORPORATION. This Agreement, and the employment
of Executive, hereunder, shall terminate immediately upon the occurrence of any
one of the following events:
(a) DEATH. Upon the death of Executive.
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(b) DISABILITY. The Executive becomes incapacitated due to
physical or mental illness and Executive shall have been
absent from employment on a full-time basis for one hundred
fifty (150) consecutive days, and fails to return to perform
the duties assigned by the Corporation on a full-time basis
within thirty (30) days after delivery of written notice of
termination of the Agreement.
(c) AGREEMENT. The mutual written agreement of the Corporation and
the Executive.
(d) TERM. The expiration of the term, as extended, of this
Agreement.
(e) FOR CAUSE. (i) wilful, intentional and continued failure to
perform the duties of President of the Corporation, except
disability, for more than thirty (30) days after delivery of
written demand by the Corporation for performance which shall
specify the manner and means which the Corporation believes
that the Executive is not performing the duties of President,
(ii) the conviction of the Executive of a criminal act of
moral turpitude, have or liable to have an adverse affect on
the Corporation, its business, reputation or good will. For
purposes of this paragraph, no act, or failure to act, on the
Executive's part shall be considered "wilful" or "intentional"
unless done, omitted to be done, knowingly, in bad faith, and
without reasonable belief that such action or omission was in
the best interest of the Corporation. The Executive shall not
be terminated for cause by the Corporation without first
having received the opportunity, together with legal counsel,
to be heard before the Board of Directors and delivery of
written notice specifying the provisions of this Agreement and
the facts and circumstances relied upon as basis for
termination and
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a written finding of facts and good faith opinion of the Board
of Directors that the Executive violated clause (i) and/or
(ii) of this paragraph.
9. TERMINATION BY EXECUTIVE. This Agreement may be terminated by
the Executive upon the occurrence of any one of the following events:
(a) DISABILITY. In the event the Executive's health impairs the
performance of the duties of President and such is hazardous
to Executive's physical or mental health or life, provided a
written statement from a qualified physician is delivered to
the Board of Directors reasonably describing such impairment.
(b) GOOD CAUSE. (i) the Corporation or the Board of Directors
terminates this Agreement pursuant to paragraph 3, (ii) the
Board of Directors fails to reelect Executive as President and
Director of the Company or removes Executive from such
position or positions, (iii) the Board of Directors shall fail
to vest the powers and authority of President, (iv) the Board
of Directors shall fail to comply with any material provision
of the Agreement which is not cured within ten (10) days of
delivery of written notice to the Board of Directors; or (v)
any purported termination by Corporation not in compliance
with the requirements of paragraph 8(e).
10. EXECUTIVE COMPENSATION UPON TERMINATION. The Corporation shall
pay the Executive upon the event of termination the compensation set forth
below:
(a) DEATH. The Corporation shall continue the salary for a period
of twelve (12) months from and including the month of death
and pay such in accordance with the payroll policies of the
Corporation to the representative of the deceased Executive's
estate.
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(b) DISABILITY. The Corporation shall continue the salary for a
period of six (6) months after this agreement is terminated
pursuant to paragraph 8 (b), provided the salary payments may
be reduced by the amount of payment received by the Executive
under disability benefits plans of the Company, if any.
(c) BREACH OF AGREEMENT. In the event this Agreement is terminated
pursuant to paragraph 9(b) the Corporation shall pay Executive
(i) full salary through Date of Termination at the annual rate
then in effect at the time Notice of Termination is delivered,
(ii) in lieu of further salary payments after the Date of
Termination, the Corporation shall pay as severance pay to
Executive, the greater of one million dollars ($1,000,000) or
an amount equal to two times the salary remaining unpaid under
the term of this agreement or two times the amount equal to
the annual salary in effect at the Date of Termination,
payable in one lump sum on or before five (5) business days
after the Date of Termination; and (iii) if the termination
arises out of a breach by the Company of this agreement, the
Corporation shall pay all other damages to which the Executive
may be entitled in law or equity resulting from such breach,
including damages for loss of benefits, legal expenses
incurred and costs of court. In the event this Agreement is
terminated pursuant to paragraph 8(e) the Corporation shall be
obligated to pay Executive any salary due to the Date of
Termination.
(d) OPTIONAL SEVERANCE PAYMENT. Executive upon the event of the
Corporation's obligation to pay severence, may in Executive's
sole discretion and option elect to accept a number of shares
of registered stock of the Corporation determined by
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dividing the severance amount due by $1.00 which number of
shares when delivered shall be in full payment and
satisfaction of the Corporation's obligation to Executive.
(e) CONTINUATION OF BENEFITS. Except for termination for Cause,
the Corporation shall maintain in full force and effect, for
the benefit of the Executive for twelve (12) months, all
employee benefits, plans and programs in which Executive was
entitled to participate and did participate immediately prior
to the Date of Termination. If the Executive is terminated for
Cause, the Corporation shall terminate all employee benefits,
plans and programs in which Executive was entitled to
participate and did participate immediately prior to the Date
of Termination.
(f) MITIGATION. The Executive shall not be required to mitigate
the amount of any payment provided under this paragraph 10 by
seeking other employment or otherwise.
11. NON-COMPETITION. Executive expressly agrees that while this
agreement is in effect, and except for termination for Good Cause, for a period
of two (2) years following the termination of this Agreement, Executive will not
directly or indirectly, as an employee, agent, proprietor, partner, broker,
stockholder, officer, director, or otherwise, render any services to, on
Executives' own behalf or on behalf of any other person or entity, engage in as
an employee or owner of any competitive business or organization located within
a 100 mile radius of the Counties of Dallas, Tarrant, Denton, Collin, Rockwall,
Texas or any other county in any state in which the Corporation then maintains
an office that would compete directly or indirectly with Corporation's business,
without prior written consent of Corporation. The term "competitive business"
shall include but shall not be limited to any business that manufactures and
markets commercial air purification
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technology. Executive further expressly agrees that Executive will not use
for Executives' own benefit or disclose to any person any information,
including confidential information, which is obtained or learned while acting
as Executive, without prior written consent of the Corporation. The
agreements contained in this paragraph on the part of Executive shall be
construed as an integral part of an enforceable agreement and the agreements
contained herein were made at the time this agreement was consummated by the
parties. The Executive acknowledges and agrees that the non-competition
restrictions contained herein are fair and reasonable as to geographical
area, length of time and scope of activity restrained. The existence of any
claim or cause of action against Executive by the Corporation, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Corporation of the agreements contained in this
paragraph.
12. ADMINISTRATIVE PROVISIONS. The terms of this Agreement shall
be administered pursuant to the following provisions:
(a) DEFINITION. "Date of Termination" shall mean (i) the date of
death of Executive, (ii) thirty (30) days after notice of
termination is given for disability, (iii) the date specified
in the notice of termination for cause or good cause;
provided, if within thirty (30) days after delivery of a
notice of termination the person receiving such notice
notifies the other in writing that a dispute exists, the
Date of Termination shall be the date he dispute is finally
determined by mutual agreement or otherwise.
(b) PARTIES BOUND. This Agreement shall be binding on and inure
to the benefit of the parties and their respective heirs,
executors, administrators, legal representatives, successors
and assigns.
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(c) ASSIGNMENT. Executive shall have no right to transfer or
assign any interest in this Agreement without the prior
written consent of the Corporation.
(d) TIME LIMITS. Time is of the essence in this Agreement; and all
time limits shall be strictly construed and rigidly enforced.
(e) NO WAIVER. A failure or delay in the enforcement of the rights
detailed in this Agreement by Corporation shall not constitute
a waiver of those rights or be considered a basis for
estoppel. Corporation may exercise its rights under this
Agreement despite any delay or failure to enforce those
rights.
(f) DISPUTE OR CONTEST. In the unlikely event that a dispute
occurs or an action in law or equity arises out of the
operation, construction, or interpretation of this Agreement,
the prevailing party shall be entitled, in addition to any
other relief granted to reasonable expenses for attorneys'
fees and costs incurred by such party in the action,.
(g) PARAGRAPH HEADINGS. The paragraph headings used in this
Agreement are descriptive only and shall have no legal force
or effect whatever.
(h) TEXAS LAW. This Agreement shall be subject to and governed by
the laws of the State of Texas. Any and all obligations or
payments are due and payable in Dallas County, Texas.
(i) SEVERABILITY. If any provision of this Agreement shall, for
any reason, be held violative of any applicable law, and so
much of the Agreement is held to be unenforceable, then the
invalidity of such a specific provision of this Agreement
shall not be deemed to invalidate any other provisions of this
Agreement, which other
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provisions shall remain in full force and effect unless
removal of the invalid provisions destroy the legitimate
purposes of this Agreement, in which event this Agreement
shall be cancelled.
(j) MODIFICATION OF AGREEMENT. This Agreement represents the
entire Agreement by and between the parties, except as
otherwise provided in this Agreement, and it may not be
changed except by written amendment duly executed by all
parties.
(k) NOTICES. All notices and communications pursuant to this
Agreement shall be in writing and delivered when sent by
United States certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive: Xxxx Xxxxxx
0000 Xxx Xxxxxxx Xx.
Xxxxx, XX 00000
If to Corporation: Airtech International Corporation
00000 Xxxxx Xxxxx Xxxxx 000
Xxxxxx, Xxxxx 00000
or such other address an any party may have furnished to the other in writing
upon receipt by such party.
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SIGNED, accepted and agreed to the first date stated above, by the undersigned
parties.
CORPORATION:
AIRTECH INTERNATIONAL CORPORATION
/s/ X X Comu
-------------------------------------------------------
X. X. Comu, Chief Executive Officer
EXECUTIVE:
/s/ Xxxx Xxxxxx
-------------------------------------------------------
Xxxx Xxxxxx
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