Exhibit 10.14
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of November
1996, by and between Puro Water Group, Inc., a Delaware corporation (the
"Company") and Xxxx X. Xxxx (the "Employee").
WHEREAS, the Company believes it is in the Company's best interest to
employ the Employee as its President and the Employee desires to be employed by
the Company in such capacity; and
WHEREAS, the Company and Employee desire to set forth the terms and
conditions on which Employee shall be employed by and provide his services to
the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto do hereby agree as
follows:
1. EMPLOYMENT. The Company hereby employs Employee in its business and
the Employee hereby accepts such employment, all upon the terms and conditions
hereinafter set forth.
2. TERM. Unless sooner terminated pursuant to the provisions of this
Agreement, the term of employment under this Agreement shall be for a period
commencing on November 1, 1996 and ending on the close of business on October
31, 2001 (the "Employment Period"). The Employment Period may be extended at
the option of the Company for one (1) additional five (5) year period by notice
to Employee not less than Six (6) months prior to the expiration of the initial
Employment Period, such successive period, if any, being included in the term
"Employment Period" for the purposes of this Agreement. In the event that the
Company does
not exercise its option to extend the initial Employment Period and a mutually
acceptable alternative agreement is not reached not less than Six (6) months
prior to the expiration of the initial Employment Period, the Company shall make
a severance payment to Employee upon the expiration of the initial Employment
Period, equal to two (2) times his annual base salary by certified or bank check
or wire transfer of funds. Notwithstanding the foregoing, in the event that
the Company's currently proposed initial public offering of common stock is not
effective on or prior to March 31, 1997, then this Agreement shall be null and
void and of no further force or effect and that certain Employment Agreement
dated as of January 28, 1994 between the Company and the Employee shall be and
remain in full force and effect.
3. SALARY. Employee shall be entitled to receive a minimum annual base
salary during the Employment Period equal to One Hundred Thousand Dollars
($100,000). Such salary shall be (i) subject to cost of living adjustments and
periodic reviews and increases at the discretion of the Board of Directors, (ii)
payable in accordance with the normal payroll policies of the Company, and (iii)
subject to all appropriate withholding taxes.
4. VACATION. Employee shall be entitled to an annual paid vacation of at
least three (3) calendar weeks during the Employment Period.
5. OTHER BENEFITS. Employee agrees that the salary set forth in Section 3
hereof and the vacation time specified in Section 4 hereof are the sole and
exclusive compensation of the Employee for his duties hereunder; PROVIDED,
HOWEVER, that the Company shall maintain, at no cost to Employee, term life
insurance covering Employee in the face amount of Three Hundred Thousand Dollars
($300,000), payable to any beneficiary he may so designate from time to time,
2
and all employee benefits, including without limitation, family hospital,
medical and health until Employee reaches Sixty Five (65) years of age,
disability insurance, and other benefits provided at any time by the Company to
any of its senior management employees in the sole and absolute discretion of
the Board of Directors of the Company.
6. BUSINESS EXPENSES AND REIMBURSEMENTS. Employee shall be entitled to
reimbursement by the Company for ordinary and necessary business expenses
incurred by Employee in the performance of his duties, including without
limitation the use of a Company-paid automobile (initially a Ford Crown
Victoria), which types of expenditures shall be determined and approved by the
Company, and further provided that:
(a) The Board of Directors must unanimously approve any reimbursement
of expenses in excess of Two Thousand Eighty Three Dollars ($2,083) per month.
(b) Each such expenditure is of a nature qualifying it as a proper
deduction on the Federal and State income tax returns of the Company as a
business expense and not as deductible compensation to the Employee; and
(c) Employee furnish the Company with adequate records and other
documentary evidence required by federal and state statutes and regulations for
the substantiation of such expenditures as deductible business expenses of the
Company and not as deductible compensation to the Employee.
Employee agrees that, if at any time, any payment made to the Employee by
the Company, whether for salary or as a business expense reimbursement, shall be
disallowed in
3
whole or in part as a deductible expense to Company by the appropriate taxing
authorities, Employee shall reimburse the Company to the full extent of such
disallowance.
7. DUTIES. During the Employment Period:
(a) Employee shall report directly to the Board of Directors of the
Company and shall furnish all manner of services in connection with his position
and duties as President of the Company.
(b) Employee shall devote full time, energy and skill to the service
of the Company and the promotion of its interests, and shall use his best
efforts in the performance of his services hereunder. The parties agree that
Employee may not, during the Employment Period, be engaged in any other business
activity whether or not such activity is pursued for gain, profit, or other
pecuniary advantage; PROVIDED, HOWEVER, Employee may invest his personal assets
in businesses where the form or manner of such investment will not require
services on the part of the Employee conflicting with the duties of the Employee
under this Agreement in the operation of the affairs of the business in which
such investments are made. Employee agrees to abide by all By-Laws, rules and
regulations established from time to time by the Company, its shareholders
and/or its Board of Directors.
8. DEATH OR INCAPACITY. In the event of the death or incapacity
("incapacity" being defined as the involuntary failure of Employee to devote
full time to the service of the Company for a period of One Hundred Eighty (180)
consecutive days), during the Employment Period, or longer period as determined
in the sole discretion of the Board of Directors, the Employee's employment
hereunder shall terminate immediately upon such death or determination of
incapacity. The Company shall pay to the Employee or Employee's estate all
amounts owed to the Employee hereunder which have accrued until the date of
death or determination of incapacity, including without limitation, the salary
and vested stock options due under Section 3, and shall continue to pay to
Employee or Employee's estate the amount of salary and vested stock options
payable to Employee pursuant to Section 3 hereof immediately prior to the date
of such death or determination of
4
incapacity for a period of three months subsequent to the date of death or
determination of incapacity. Such amounts shall be payable at such times and in
the manner set forth in Section 3 herein.
9. TERMINATION BY COMPANY. The Employee may be terminated by the Company
only for cause, "cause" being defined as adjudicated criminal misconduct, gross
negligence, malfeasance or misfeasance or breach of this Agreement by Employee.
In the event Employee is terminated for cause, the Company shall be obligated to
pay to Employee the salary and vested stock options accrued through the date of
termination. In the event the Company terminates Employee without cause, in
addition to any other rights and remedies the Employee may have,
the Company shall pay to Employee all amounts required to be paid pursuant to
this Agreement at the times and in the manner set forth herein.
10. CONFIDENTIALITY. In the course of his employment, the Company may
disclose or make known to the Employee, and the Employee may be given access to
or may become acquainted with, certain information, trade secrets, customers,
policies, and other information and know-how, all relating to or useful in the
Company's business (collectively "Information"),
5
and which the Company considers proprietary and desires to maintain confidential
regardless of whether a patent or copyright may be obtained for the Information.
During the Employment Period and at all times thereafter, the Employee
shall not in any manner, either directly or indirectly, divulge, disclose or
communicate to any person or firm, except to or for the Company's benefit as
directed by the Company any of the Information which he may have acquired in the
course of or as an incident to his employment by the Company, the parties
agreeing that such Information affects the successful and effective conduct of
the Company's business and its goodwill, and that any breach of the terms of
this Section is a material breach of this Agreement.
11. RESTRICTIVE COVENANTS. The Employee acknowledges that the Information
is unique in character and is of particular significance to the Company and that
the Company is in a competitive business. Therefore, during the Employment
Period and for a period of One (1) year thereafter, Employee shall not directly
or indirectly, as owner, partner, joint venturer, lender, employee, broker,
agent, corporate officer, principal, licensor, member, shareholder or in any
other capacity whatsoever, engage in or make preparation to engage or become
interested in or have any connection with any business competitive with the
business of the Company, or any of its subsidiaries, affiliates or successors as
are conducted during said period (hereinafter a "Competitive Business") which is
located within One Hundred (100) miles of any facility or customer of the
Company, nor shall the Employee solicit any other employee of the Company for
the purpose of hiring or engaging such other employee in connection with any
business of which Employee is an owner, partner, joint venturer, vender,
employee, broker, agent, officer,
6
principal, licensor, member or shareholder. If, in any legal proceedings, a
court or arbitration board of competent jurisdiction shall refuse to enforce the
covenants included in this Section 11, then such unenforceable covenants shall
be amended by such court or arbitration board to relate to such lesser period or
any geographical area as shall be enforceable. Employee hereby acknowledges
that the restrictions on his activity as contained in this Agreement are
required for the reasonable protection of the Company and its subsidiaries,
affiliates and successors, if any. Employee hereby agrees that in the event of
the violation by him of any of the provisions of this Agreement, the Company and
its subsidiaries, affiliates and successors, if any, will be entitled if any so
elects, to institute and prosecute proceedings at law and/or in equity to obtain
damages with respect to such violation and/or to enforce the specific
performance of this Agreement by Employee and/or to enjoin Employee from
engaging in any activity in violation hereof. In the event Company or its
subsidiaries, affiliates or successors, if any, is determined to be the
prevailing party in any legal action or other proceeding for the enforcement of
this Section 11, the time for calculating the term of the covenants in this
Section 11 shall not include the period of time commencing with the filing of
legal action or other proceeding to enforce the terms hereof through the date of
final judgment or final resolution, including all appeals, if any, of such legal
action or other proceeding.
12. ENTIRE AGREEMENT. Except as provided in Section 2 hereinabove, this
Agreement represents the entire understanding and agreement between the parties
with respect to the subject matter hereof, and supersedes all other
negotiations, understandings and representations (if any) made by and between
such parties.
7
13. AMENDMENTS. The provisions of this Agreement may not be amended,
supplemented, waived or changed orally, but only by a writing signed by the
parties hereto.
14. BINDING EFFECT. All of the terms and provisions of this Agreement,
whether so expressed or not, shall be binding upon, inure to the benefit of, and
be enforceable by the parties and their respective administrators, executors,
legal representatives, heirs, successors and permitted assigns.
15. SEVERABILITY. If any part of this Agreement or any other agreement
entered into pursuant hereto is contrary to, prohibited by or deemed invalid
under applicable law or regulation, such provision shall be inapplicable and
deemed omitted to the extent so contrary, prohibited or invalid, but the
remainder hereof shall not be invalidated thereby and shall be given full force
and effect so far as possible.
16. WAIVERS. The failure or delay of the Company at any time to require
performance by the Employee of any provision of this Agreement, even if known,
shall not affect the right of the Company to require performance of that
provision or to exercise any right, power or remedy hereunder, and any waiver by
the Company of any breach of any provision of this Agreement should not be
construed as a waiver or any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right, power or remedy
under this Agreement. No notice to or demand on the Employee in any case shall,
of itself, entitle such party to any other or future notice or demand in similar
or other circumstances.
17. NOTICES. All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including
facsimile) and shall be (as elected
8
by the person giving such notice) by hand delivery by messenger or courier
service, facsimile, or United States Postal Service (airmail if international)
by registered or certified mail (postage prepaid), return receipt requested,
addressed to:
If to Company: Puro Water Group, Inc.
00-00 00xx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxx, President
If to Employee: Xx. Xxxx X. Xxxx
0000 Xxxxxxxx Xxxxx
Xx. Xxxxx, Xxx Xxxx 00000
In each case with
a copy to: Lev, Berlin & Xxxx, P.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Each such notice, request, consent and other communication shall be deemed
delivered (a) on the date delivered if by personal delivery, (b) on the date of
telecopy transmission if confirmed by telephone, and (c) on the date upon which
the return receipt is signed or delivery is refused or the notice is designated
by the postal authorities as not deliverable, as the case may be, if mailed.
9
18. GOVERNING LAW. This Agreement and all transactions contemplated by
this Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York without regard to principles of
conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
PURO WATER GROUP, INC.
By: /s/ Xxxxx Xxxx
----------------------------------
Xxxxx Xxxx
Its Chief Executive Officer
Hereunto Duly Authorized
/s/ Xxxx X. Xxxx
----------------------------------
Xxxx X. Xxxx
10
