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Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of this _____ day of February, 1998, by and between EPL Technologies, Inc., a
Colorado corporation (hereinafter called "Company"), and Xxxxx X. Xxxxxxx, an
individual (hereinafter called "Employee").
W I T N E S S E T H:
WHEREAS, Company wishes to employ Employee and Employee wishes to enter
into the employ of Company on the terms and conditions contained in this
Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, Company and
Employee agree as follows:
1. Employment. Company hereby employs Employee and Employee hereby
accepts employment by Company for the period and upon the terms and conditions
contained in this Agreement.
2. Office and Duties.
(a) Employee shall serve Company generally as Vice President and
Chief Financial Officer, reporting to the Company's Chief Executive Officer, and
shall have such authority and such responsibilities as are consistent with the
position of Vice President and Chief Financial Officer and as Company reasonably
may determine from time to time. Employee shall perform any other executive
and/or managerial duties reasonably required by Company and, if requested by
Company, shall serve as an officer or director of Company without additional
compensation.
(b) Throughout the term of this Agreement, Employee shall devote
substantially his entire working time, energy, skill and best efforts to the
performance of his duties hereunder in a manner which will faithfully and
diligently further the business and interests of Company; provided, however,
that Employee may engage in such other business activity as is set forth in
Exhibit A attached hereto; provided, further, that such activity set forth on
Exhibit A, in the aggregate, does not, in the reasonable judgment of Company,
interfere with Employee's duties at the Company, or compete with any aspect of
the Company's business.
3. Term. This Agreement shall commence as of 8:30 a.m. on February 16,
1998 and shall continue for a term of
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two years, ending on February 16, 2000 (the "Initial Term"); provided that (a)
this Agreement shall terminate prior to such date upon Employee's resignation,
death or disability, and (b) this Agreement may be terminated by Company at any
time prior to such date for Cause (as hereinafter defined). During the Initial
Term of this Agreement or any "Renewal Term" (as defined below) of this
Agreement, Employee may resign, or Company may terminate Employee without Cause,
in either case by giving the other party four (4) weeks' written notice. If
Employee resigns during the Initial Term, no bonus (pursuant to Section 4(b))
shall be earned after the date of resignation and any bonus earned or accrued
but unpaid at the date of resignation shall be forfeited unless Employee shall
continue to serve Company as described in subparagraphs 2(a) and 2(b) during the
entire notice period, or for such shorter period of time as may be determined by
Company in its sole discretion. Unless either party elects to terminate this
Agreement at the end of the Initial Term by giving the other party written
notice of such election at least sixty (60) days before the expiration of the
Initial Term, this Agreement shall be deemed to have been renewed for an
additional term of one (1) year (a "Renewal Term") commencing on the day after
the expiration of the Initial Term. Unless either party elects to terminate this
Agreement at the end of any Renewal Term by giving the other party notice of
such election at least sixty (60) days before the expiration of the Renewal
Term, this Agreement shall be deemed to have been renewed for an additional
Renewal Term commencing on the day after the expiration of the then current
Renewal Term. If Company terminates Employee without Cause or the Initial Term
or any Renewal Term expires without being renewed, upon and after the date on
which such termination or expiration occurs (the "Payment Continuation Date"),
the Employee shall continue to receive, until the first anniversary of the
Payment Continuation Date (the "Payment Period") the sum of (A) his Base Salary
plus (B) the bonus, if any, received by the Employee in the twelve months
preceding the Payment Continuation Date, such sum of (A) and (B) to be payable
in approximately equal installments in accordance with the Company's regular
payroll practices, from time to time, but not less frequently than monthly.
During the Payment Period, the provisions of subparagraph 4(c) shall continue to
apply as though this Agreement had not terminated. In addition, during the
Payment Period, the Employee shall receive, at Company expense, outplacement
services comparable to those provided to executives similarly situated as
Employee ("Outplacement Services").
4. Compensation.
(a) For all of the service rendered by Employee to Company, Employee
shall receive an annual base salary of One Hundred Eighty Thousand Dollars
($180,000) for the Initial Term, payable in installments in accordance with
Company's regular
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payroll practices in effect from time to time, but not less frequently than
monthly. On an annual basis during the Initial Term and any Renewal Term,
Company's Board of Directors shall review Employee's performance under this
Agreement for the purpose of considering a raise in his then current Base
Salary. The Board of Directors may award such a raise, in any amount, or no
raise whatsoever, in its sole discretion.
(b) In addition to Employee's Base Salary, Employee shall be
entitled to certain bonuses based on an annual target equivalent to 35% of the
Base Salary, obtainable only based on achievement of objectives and criteria to
be agreed between the Employee and the Company's Chief Executive Officer within
90 days of the date of this Agreement and then attached to this Agreement as
Exhibit B. Employee may be entitled to additional future bonuses if, as, and
only to the extent, agreed and determined by Company's Board of Directors, in
its sole discretion.
(c) Throughout the term of this Agreement and as long as they are
kept in force by Company, Employee shall be entitled to participate in and
receive the benefits of any profit sharing or retirement plans and any medical,
dental, life, accident, short-term and long-term disability insurance or sick
leave plans or programs or any bonus, stock option or incentive compensation
plans made available to other similarly situated employees of Company.
(d) Employee shall be entitled to fifteen (15) days paid vacation
annually during each year ended December 31 (pro rated for any period less than
12 months and earned at a rate of 1.25 days per month of service) in addition to
all national holidays on which the principal executive offices of Company are
closed. In addition, Employee shall receive fifteen days vacation time for
calendar year 1998, vested upon execution of this Agreement. Unless otherwise
approved in advance in writing by the Chief Executive Officer, Employee may not
carryover any accrued but unused vacation days from any year in the Initial Term
or any Renewal Term into succeeding years of the term of this Agreement. Upon
termination of Employee's employment other than for Cause, Employee shall be
entitled to payment for any accrued but unused vacation days (not forfeited by
the other provisions of this Paragraph) at a rate equal to the amount of
Employee's Base Salary as then in effect, divided by 260, and multiplied by the
number of applicable accrued and unused days.
(e) Employee shall be reimbursed promptly after incurring and
providing reasonable documentation of the following expenses relating to the
relocation of Employee and his family from Farmington, Connecticut to the
Philadelphia metropolitan
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area (collectively, "Relocation Expenses"); provided, however, that the
aggregate of all Relocation Expenses shall not exceed One Hundred Thousand
Dollars ($100,000):
i) Packing and moving of Employee's household goods
from Farmington, Connecticut to the Philadelphia
metropolitan area by a professional moving company
of Employee's choice;
ii) Selling expenses arising from the sale of Employee's
current home, including real estate broker's
commission up to a maximum of 6% of the home's
selling price;
iii) Reasonable temporary accommodations for Employee in
the Philadelphia area for up to a total of 120 days
of accommodation expense, pending sale of his current
home and relocation of his household, and round trip
transportation expenses between such accommodations
and his current home on weekends during this period;
iv) Reasonable transportation, lodging and meal
expenses for two house-hunting trips in the
Philadelphia area for Employee together with his
spouse; and
v) Closing costs for the purchase of a new home in
the Philadelphia area, including reimbursement of
customary mortgage "points," to a maximum of two
points.
(f) Promptly after the Employee submits to the
Company calculations showing the aggregate federal and state taxes
payable by Employee attributable to Employee's receipt of the amount of
Relocation Expenses reimbursed ("Reimbursement Tax Liability"), which
calculations shall be based upon the tax rates applicable to amounts
paid in excess of Employee's base salary payable under Paragraph 4(a),
the Company shall pay to Employee an amount (the "Gross-Up Amount")
equal to the Reimbursement Tax Liability, plus an additional amount
equal to the tax liability attributable to the Gross-Up Amount,
calculated on a basis comparable to the calculation of the
Reimbursement Tax Liability.
5. Expenses. Company will reimburse Employee for all
reasonable expenses incurred by Employee in connection with the performance of
Employee's duties hereunder upon receipt of itemized accounts of such
expenditures and in accordance with Company's regular reimbursement procedures
and practices in effect from time to time.
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6. Grant of Options.
(a) Employee is hereby granted share options ("Options") to receive
200,000 shares of the common stock ("Common Stock") of the Company at an
exercise price equal to the closing price of the Company's Common Stock on the
Nasdaq Stock Market on the date of this Agreement, vesting immediately,
exercisable for a term of not less than five years, and subject to and otherwise
containing other terms and conditions set forth in the option document
evidencing the Options, delivered contemporaneously with the execution of this
Agreement and in accordance with the Company's 1994 Stock Incentive Plan (the
"Plan").
(b) Withholding of Taxes. Whenever the Company proposes or is
required to deliver or transfer Options or shares of Common Stock pursuant to
the grant or exercise of any Option, Company shall have the right to (i) require
Employee to remit to the Company or to withhold from Employee directly, amounts
sufficient to satisfy any federal, state and/or local withholding tax
requirements, prior to the delivery or transfer of any certificates for such
Options or shares of Common Stock, or (ii) take whatever action it deems
necessary to protect its interest with respect to such tax liabilities.
(c) Terms of Option Exercise. Each Option granted under subparagraph
6(a) above shall contain such other terms and conditions as are permitted under
the terms of the Plan or any then applicable stock option plan of the Company as
the committee or the Board of Directors administering any such plan may elect,
in its sole discretion, except to the extent necessary to preserve the status of
any option granted as an incentive stock option to continue to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code.
(d) Mechanics of Exercise. When exercisable, any Option granted
hereunder may be exercised by written notice to the Company specifying the
number of shares to be issued upon exercise of the option (the "Option Shares")
and, to the extent such Option Shares are not then covered by an effective
registration statement under the Securities Act of 1933, as amended, on Form
X-0, Xxxx X-0 or otherwise, containing the Employee's acknowledgment, in form
and substance satisfactory to the Company, that the Employee (i) is purchasing
such Option Shares for investment and not for distribution or resale and (ii)
has been advised and understands that such Option Shares may not be transferred
without compliance with all applicable federal or state securities laws.
7. Disability. If, because of a disability, Employee cannot perform the
essential functions of his job (as described
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in this Agreement), with or without reasonable accommodation, the Company,
during the period of such disability, will continue the payment of Employee's
Base Salary at its then current rate for such period of disability up to a
maximum of thirteen (13) weeks following the date Employee is first unable to
perform his duties due to such disability. If, as a result of such disability,
Employee is unable to perform his duties for a period of thirteen (13)
consecutive weeks or for a cumulative period of twenty-six (26) weeks during any
twelve-month period, Company may terminate this Agreement and Company shall have
no further obligations or liabilities hereunder after the date of such
termination, other than as set forth in Paragraph 11 below.
8. Death. If Employee dies, all payments hereunder shall cease at the
end of the month in which Employee's death shall occur and Company shall have no
further obligations or liabilities hereunder to Employee's estate or legal
representative or otherwise, other than as set forth in Paragraph 11 below.
9. Change of Control.
(a) Upon any "Change of Control," the Company or Employee may
terminate the Employee's employment on four (4) weeks prior written notice, and
in such event Company shall pay Employee his then applicable annual Base Salary,
in monthly installments, for a period of twenty four (24) months after the date
on which such termination occurred. In addition, the Company shall pay any bonus
earned or accrued up to that date, together with the bonus earned over the last
12 months, both amounts to be paid in monthly installments over a period of
twelve (12) months after the date on which such termination occurred
(collectively, the "Termination Payment"). In addition, the Employee will be
treated for purposes of subparagraph 4(c) (but for no other purpose) as though
this Agreement remained in effect for a one year period after termination and
will be provided with Outplacement Services for at least a one year period after
termination. Upon making the Termination Payment in full and maintaining the
benefits under subparagraph 4(c) and the Outplacement Services for the one year
period described in the prior sentence, Company shall have no further
obligations or liabilities hereunder and Employee shall be released from the
restrictions contained in subparagraphs 13(a) and 13(b) hereof.
(b) For purposes of this Agreement, the term "Change in Control"
shall mean any of the following:
(i) any person (as such term is used in Sections 3(a)(9), 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")), other
than the Company, a subsidiary of the Company, an employee benefit plan (or
related
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trust) of the Company or a direct or indirect subsidiary of the Company, or
affiliates of the Company (as defined in Rule 12b-2 under the Exchange Act),
becomes the beneficial owner (as determined pursuant to Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company's then outstanding
securities (provided that for purposes of this determination, a person shall not
be deemed the beneficial owner of securities of which such person has the right
to acquire beneficial ownership if such right has not been exercised and such
right was acquired directly from the Company); or
(ii) the liquidation or dissolution of the Company or the
occurrence of a sale of all or substantially all of the assets of the Company to
an entity which is not a direct or indirect subsidiary or parent of the Company;
or
(iii) the occurrence of a reorganization, merger,
consolidation or other similar transaction or connected series of transactions
of the Company as a result of which either (a) the Company does not survive or
(b) pursuant to which shares of the Company common stock ("Common Stock") would
be converted into cash, securities or other property, unless, in case of either
(a) or (b), the holders of the Company's Common Stock immediately prior to such
transaction will, following the consummation of the transaction, beneficially
own, directly or indirectly, (x) more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors of the Company surviving, continuing or resulting from
such transaction (the "Successor") or (y) beneficially own voting securities in
the Successor in substantially the same proportion in which they beneficially
owned the Company's Common Stock immediately prior to such transaction; or
(iv) the occurrence of a reorganization, merger,
consolidation, or similar transaction of the Company, or before any connected
series of such transactions, if, upon consummation of such transaction or
transactions, the persons who are members of the Board of Directors of the
Company immediately before or at the time of execution of an agreement providing
for such transaction or transactions cease to constitute a majority of the Board
of Directors of the Company or, in a case where the Company does not survive in
such transaction, of the corporation surviving, continuing or resulting from
such transaction or transactions; or
(v) any other event which is at any time designated as a
"Change in Control" for purposes of this Agreement by a resolution adopted by
the Board of Directors of the Company with the affirmative vote of a majority of
the
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nonemployee directors in office at the time the resolution is adopted; in the
event any such resolution is adopted, the Change in Control event specified
thereby shall be deemed incorporated herein by reference and thereafter may not
be amended, modified or revoked without the written agreement of the Employee.
10. Discharge for Cause. Company may discharge Employee at any time for
"Cause" immediately upon written notice by Company to Employee. For purposes of
this Agreement, the term "Cause" means (i) the willful failure by Employee to
substantially perform his duties or obligations hereunder (other than any such
failure resulting from Employee's disability or death and other than breaches of
the covenants set forth in Paragraphs 12 and 13 hereof, which events are
governed by clause (iv) below), resulting, or reasonably likely to result, in
material economic harm to the Company; provided such failure remains uncured for
a period of 30 days after written notice describing the same is received by the
Employee; provided, further that isolated or insubstantial failure shall not
constitute Cause hereunder, (ii) Employee's conviction (which, through lapse of
time or otherwise, is not subject to appeal) of any felonious crime or any other
offense if it involves money or other property of the Company or any of its
subsidiaries; provided, that any such crime or offense results in material
injury to the Company, (iii) use of alcohol or any unlawful controlled substance
to the extent that it interferes on a continuing and material basis with the
performance of Employee's duties under the Agreement or (iv) any material breach
by Employee of the terms of Paragraphs 12 and 13 of this Agreement. For purposes
of the definition of "Cause" under this Agreement, no act, or failure to act, on
Employee's part shall be considered "willful" if it was done, or omitted to be
done, in good faith and with reasonable belief that such action or omission was
in the best interest of the Company. Employee shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the
Employee a copy of the resolution, duly adopted by the affirmative vote of not
less than a majority of the entire membership of the Board, at a meeting of the
Board (after notice to Employee and an opportunity for Employee, together with
Employee's counsel, to be heard before the Board prior to its taking such
action), finding that in the opinion of the Board, Employee engaged in conduct
set forth above in clauses (i)-(iv) above, and specifying the particulars
thereof. Upon Employee's termination for Cause by the Company, Employee shall be
entitled to receive his Base Salary through the day on which his termination
occurs, together with any other compensation and benefits to which Employee may
be entitled through the date of termination under applicable plans, programs and
agreements of the Company.
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11. Severance Payments. If this Agreement is terminated pursuant to
Paragraphs 7 or 8 above at any time prior to the expiration of the Initial Term
or any Renewal Term, Company shall pay Employee (or his estate, in the event of
Employee's death), after such termination, for an additional period of six (6)
months after the month in which such termination occurs, additional monthly
installments of his then applicable annual Base Salary and upon completion of
such six monthly payments, Company shall have no further liabilities or
obligations to Employee hereunder, other than with respect to any bonus earned
through the date of termination as set forth in Paragraph 4(b) above.
12. Company Property. All advertising, sales, manufacturers' and other
materials or articles or information, including, without limitation, data
processing reports, customer sales analyses, invoices, price lists or
information, samples, costs, customer lists, supply information, internal
business procedures, commission plans, market studies, information concerning
pending or contemplated acquisitions or expansion plans of Company or its
affiliates (each an "Affiliate") or the existence of negotiations concerning the
same, and similar non-public information relating to the internal operations,
technical information, processes, procedures, techniques, manufacturing,
business plans, policies or practices of Company or its Affiliates, samples, or
any other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company, as shall any
other books, documents, lists and records pertaining to the business of Company
or its Affiliates (collectively, the "Records"), whether the Records are
written, typed, printed, contained on microfilm, computer disc or tape, or are
set forth in some other medium of expression. Upon termination of Employee's
employment with Company, for any reason, or if Company requests the return of
such materials or Records at any time during Employee's employment, Employee
shall immediately deliver the same to Company.
13. Noncompetition, Trade Secrets and Confidentiality
(a) During the term of this Agreement and for a period of two (2)
years after the termination of his employment with Company for any reason
whatsoever, Employee shall not directly or indirectly induce or attempt to
influence any employee of Company to terminate his or her employment with
Company and shall not engage in (as a principal, partner, director, officer,
agent, employee, consultant or otherwise) or be financially interested in any
business operating within the continental United States involved in business
activities which
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are the same as, similar to or in competition with business activities carried
on by Company, or being definitely planned by Company, at the time of the
termination of Employee's employment. However, nothing contained in this
Paragraph 13 shall prevent Employee from holding for investment no more than
five percent (5%) of any class of equity securities of a company whose
securities are traded on a national securities exchange or from engaging in the
activities described in Exhibit A attached hereto.
(b) During the term of this Agreement and at all times thereafter,
Employee shall not use for his personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association or company other than Company or an Affiliate of Company, any
material referred to in Paragraph 12 above or any information regarding the
business methods, business policies, procedures, techniques, research or
development projects or results, trade secrets, or other knowledge or processes
of or developed by Company or its Affiliates or any names and addresses of
customers or clients or any data on or relating to past, present or prospective
customers or clients or any other confidential information relating to or
dealing with the business operations or activities of Company or its Affiliates,
made known to Employee or learned or acquired by Employee while in the employ of
Company.
(c) Any and all writings, inventions, improvements, processes,
procedures and/or techniques which Employee may make, conceive, discover or
develop, either solely or jointly with any other person or persons, at any time
during the term of this Agreement, whether during working hours or at any other
time and whether at the request or upon the suggestion of Company or its
Affiliates or otherwise, which relate to or are useful in connection with any
business now or hereafter carried on or contemplated by Company or its
Affiliates, including developments or expansion of its present field of
operations, shall be the sole and exclusive property of Company. Employee shall
make full disclosure to Company of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do everything necessary or
desirable to vest the absolute title thereto in Company. Employee shall write
and prepare all specifications and procedures regarding such inventions,
improvements, processes, procedures and techniques and otherwise aid and assist
Company so that Company can prepare, at Company's expense, and present
applications for copyright or Letters Patent therefor and can secure such
copyright or Letters Patent wherever possible, as well as reissues, renewals,
and extensions thereof, and can obtain the record title to such copyright or
patents so that Company shall be the sole and absolute owner thereof in all
countries in which it may desire to
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have copyright or patent protection. Employee shall not be entitled to any
additional or special compensation or reimbursement regarding any and all such
writings, inventions, improvements, processes, procedures and techniques.
(d) Employee acknowledges (i) that the trade secrets and
confidential information of Company and its Affiliates relate to the conduct of
Company's business, are of independent economic value to Company because they
are not generally known and are the subject of efforts by Company to maintain
their secrecy, (ii) that the right to maintain the secrecy of the trade secrets
and confidential information of Company and its Affiliates constitutes a
proprietary right that Company and its Affiliates are entitled to protect, (iii)
that the restrictions contained in the foregoing subparagraphs (a), (b) and (c),
in view of the nature of the business in which Company and its Affiliates are
engaged, are reasonable and necessary in order to protect the legitimate
interests of Company, and (iv) that any violation of such restrictions would
result in irreparable injuries to Company. Employee therefore acknowledges that,
in the event of his violation of any of these restrictions, Company shall have
the right to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief, as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
right shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.
(e) If the period of time, scope of activity, or the area specified
in subparagraph (a) above should be adjudged unreasonable in any proceeding,
then the period of time shall be reduced by such number of months or the area
shall be reduced by the elimination of such portion thereof or both so that such
restrictions may be enforced in such area and for such time as is adjudged to be
reasonable. If Employee violates any of the restrictions contained in the
foregoing subparagraph (a), the restrictive period shall not run in favor of
Employee from the time of the commencement of any such violation until such time
as such violation shall be cured by Employee to the satisfaction of Company.
14. Prior Agreement. Employee represents to Company (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder, (b) that his execution of this Agreement and his
employment hereunder shall not constitute a breach of any contract, agreement or
understanding, oral or written, to which he is a party or by which he is bound,
and (c) that he is free and able to execute this Agreement and to enter into
employment by Company.
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15. Miscellaneous.
(a) Indulgences, Etc. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
(b) Controlling Law. This Agreement and all questions relating to
its validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing,
and may be given by (i) personal delivery, (ii) first-class United States mail,
postage prepaid, registered or certified, (iii) overnight delivery service,
charges prepaid, or (iv) telecopy or other means of electronic transmission, if
confirmed promptly by any of the methods specified in clauses (i)-(iii) of this
sentence, and will be deemed to have been duly given or made when delivered
personally, when mailed first-class, postage prepaid, registered or certified
mail, when delivered to the overnight delivery company, charges prepaid, or when
sent by electronic transmission, to the respective parties, as follows:
(i) If to Employee:
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(ii) If to Company:
EPL Technologies, Inc.
0 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Chief Executive Officer
Any party may alter the address to which communications or copies
are to be sent by giving notice of such
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change of address in conformity with the provisions of this paragraph for the
giving of notice.
(d) Binding Nature of Agreement. This Agreement shall be binding
upon and inure to the benefit of Company and its successors and assigns and
shall be binding upon Employee and his heirs and legal representatives. This
Agreement and the rights and obligations hereunder shall not be assigned by
Employee.
(e) Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.
(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
(g) Entire Agreement. This Agreement contains the entire
understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms
hereof. This Agreement may not be modified or amended other than by an agreement
in writing signed by the parties hereto.
(h) Paragraph Headings. The paragraph headings in this Agreement
are for convenience only and form no part of this Agreement and shall not affect
its interpretation.
(i) Gender, Etc. Words used herein, regardless of the number and
gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.
(j) Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time falls on a
Saturday, Sunday or holiday on which federal banks are or may elect to be
closed,
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then the final day shall be deemed to be the next day which is not a Saturday,
Sunday or such holiday.
(k) Survival. Paragraphs 12 and 13 shall survive and continue in
full force in accordance with their terms notwithstanding any termination of
this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
EPL TECHNOLOGIES, INC.
By:______________________________________
Xxxx X. Xxxxxx
Chairman, President and
Chief Executive Officer
EMPLOYEE
___________________________________(SEAL)
Xxxxx X. Xxxxxxx
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Exhibit A
Permitted Business Activities
1. Manage personal and family investments.
2. Participate in charitable or municipal organizations, not
including elected office.
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Exhibit B
Bonus Criteria
[to be attached within 90 days
of the date of the Agreement]
