Exhibit 10.26
Employment Agreement
ADA ENVIRONMENTAL SOLUTIONS, LLC
EMPLOYMENT AGREEMENT
THIS AGREEMENT made and entered into this day of January 1, 2000, by and
between ADA Environmental Solutions, LLC, a Colorado limited liability company,
whose principal offices are located at 0000 XxxxxXxxx Xxx, X-0, Xxxxxxxxx,
Xxxxxxxx 00000 (the "Company"), and Xxxxxxx X. Xxxxxxxx (the "Employee") whose
address is 00000 X. Xxxxxxxx Xxxx, Xxxxxx, XX 00000.
RECITALS:
A. The Company has made Employee an offer of employment.
B. Employee desires to accept the offer.
C. The Company and Employee desire to enter into this Agreement to set
forth the terms and conditions of the employment.
NOW, THEREFORE in consideration of the premises and the mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:
1. Definitions.
Capitalized terms are used herein with the meanings as specified in Paragraph 6
hereof.
2. Employment.
The Company hereby employs the Employee and Employee hereby accepts such
employment upon the terms and conditions set forth herein.
3. Position, Duties and Authority.
During the term of this Agreement, Employee shall be employed as the
Vice President of Contract Research and Development of the Company. Employee
shall report to the President of the Company.
4. Obligations of Employee.
Employee hereby agrees that he will devote a minimum of 40 hours per
week to the fulfillment of his obligations hereunder. Nothing contained in this
agreement shall prevent the Employee from pursuing the projects listed on the
attached Exhibit A.
5. Compensation and Benefits.
In consideration of Employee's agreement to be employed by the Company
and as reasonable compensation for services to be rendered hereunder, the
Company agrees as follows:
a) Benefits.
Employee shall be entitled to the standard benefits and perquisites
from time to time available to full-time employees of the Company. These
benefits are listed in Exhibit B. In addition, Employee shall accrue vacation at
a rate of 20 days per year.
b) Compensation.
The Company shall pay Employee a salary of $92,000.00 per annum
during the Term of this Agreement payable bi-weekly as part of the Company's
normal payroll procedures. Increases in compensation, if any, shall be at the
discretion of the Managers of the Company.
6. Definitions.
a) "Invention" shall mean any idea, discovery, article, process,
formulation, composition, combination, design, modification or improvement,
whether or not patentable.
b) "Copyright Works" shall mean all literary works, graphic works,
pictorial works and other creative works for which copyright protection may be
obtained, including without limitation proposals and computer
software/documentation.
c) "Confidential Subject Matter" shall mean all Inventions, Copyright
Works, data, specifications, know-how, lists, printed materials, technical
information, cost/pricing/marketing information and other subject matter that is
not available to the general public in a substantially identical form without
restriction.
7. Disclosure/Ownership of Invention and Confidential Subject Matter.
a) During Employment.
Employee agrees that during the term of Employee's employment with
Company, Employee will immediately disclose in writing to Company all Inventions
and Confidential Subject Matter which (i) is conceived or generated by Employee
alone and/or jointly with others, and (ii) relates to the actual or anticipated
business of the Company and/or relates to the actual or anticipated research or
development activities of the Company and/or is otherwise suggested by or
results from any activity performed on behalf of the Company. Employee
acknowledges and agrees that immediately upon conception or generation,
whichever occurs earlier, all Inventions and Confidential Subject Matter
disclosed and to be disclosed by Employee to Company during the term of
Employee's employment with Company will be the sole and exclusive property of
the Company.
b) Post Employment.
Employee further agrees that, during the two (2) year period
following any termination of Employee's employment with the Company, Employee
will immediately disclose in writing to the Company all Inventions and
Confidential Subject Matter which (i) is conceived or generated by Employee
alone and/or jointly with others, and (ii) is based upon or otherwise derived
from any Inventions and/or Confidential Subject Matter of the Company. Employee
acknowledges and agrees that immediately upon conception or generation,
whichever occurs earlier, all Inventions and Confidential Subject Matter to be
disclosed by Employee to Company during the two (2) year period following the
termination of Employee's employment with Company will become the sole and
exclusive property of the Company.
8. Assignment of Inventions and Confidential Subject Matter/ Documentation/
Commercialization.
a) Assignment.
Employee hereby assigns to Company the Employee's entire right, title
and interest in and to all Inventions and Confidential Subject Matter disclosed
and to be disclosed by Employee to Company pursuant to Sections 7 (a) and (b).
b) Documentation.
Employee agrees to execute, cooperate in the preparation of and
deliver to the Company, both during the term of Employee's employment with the
Company and thereafter, any and all documents deemed necessary by the Company
for the Company to protect, maintain, preserve and enjoy the full right, title
and interest to all Inventions and Confidential Subject Matter disclosed and to
be disclosed by Employee to Company, including without limitation, the execution
and delivery of patent assignments and, at Company's legal expense, the
preparation of patent applications.
c) Commercialization.
Employee acknowledges and agrees that with respect to all Inventions
and Confidential Subject Matter transferred by Employee to Company, Company is
not obligated to commercialize the same, and that if Employee desires to
independently commercialize any of said inventions and/or Confidential Subject
Matter, Employee must request and obtain a written license from Company
beforehand, which license request may be declined by Company in its sole
discretion.
9. Copyright Works.
Employee agrees that all Copyright Works and contributions to Copyright
Works prepared by Employee within the scope of Employee's employment with the
Company will be deemed "works for hire" and will be owned by the Company, and
Employee agrees to execute all documents deemed necessary by the Company for the
Company to protect, maintain, preserve and enjoy the Company's rights in such
Copyright Works and contributions. Employee further agrees that unless expressly
authorized by the Company in writing, Employee will not independently prepare or
otherwise distribute or publish any Copyright Work that embodies any
Confidential Subject Matter owned by the Company or held in Confidence by the
Company for any third party, including without limitation, all Confidential
Subject Matter disclosed and to be disclosed by Employee to the Company.
10. Written Records.
Employee agrees that to the extent reasonably possible, Employee will
maintain written records of all Inventions and Confidential Subject Matter
conceived or generated by Employee in the course of Employee's performance of
services for the Company, which records will be the exclusive property of the
Company and will be available to the Company at all times.
11. Restrictive Obligations Relating to Confidential Subject Matter.
a) Obligations to Company.
Employee agrees to maintain in strict confidence, and agrees not to
use, disclose, reproduce or publish, except to the extent necessary in the
course of the Employee's performance of services for the Company and/or as
otherwise authorized by Company, any Confidential Subject Matter owned by the
Company or held in confidence by the Company for any third-party, including
without limitation, all Confidential Subject Matter disclosed and to be
disclosed by Employee to the Company.
b) Prior Obligations to Third-Parties.
Employee agrees that, in the course of Employee's employment with the
Company, Employee will not use or disclose any third party Confidential Subject
Matter with respect to which Employee, prior to Employee's initiation of
employment with the Company, assumed obligations restricting such use or
disclosure.
12. Conflicting Obligations.
a) Prior Obligations.
Employee acknowledges and agrees that Employee is under no
obligations to any third party which conflict or may conflict, in any way, with
any of the Employee's obligations hereunder, except for actual and/or
potentially conflicting obligations identified by Employee on Exhibit A attached
hereto. Employee agrees to provide the Company with a copy of any written
agreements relating to any obligations identified in Exhibit A.
b) Assumption of Obligations.
Employee agrees that Employee will not assume any obligations to any
third- party that would conflict with any of Employee's obligation hereunder.
Except for projects referred to in Exhibit A Employee further agrees that,
during the term of Employee's employment with the Company, Employee will not
compete, and will not provide services to others who compete with the Company in
the research, development, production, marketing or servicing of any product,
process or service with respect to which the Company is involved.
13. Termination of Employment.
a) Continuing Obligations.
Employee's obligations under Sections 8 through 12 of this Agreement
will continue after any termination of Employee's employment with the Company.
b) Submission of Materials.
Upon any termination of Employee's employment with Company, Employee
will submit to the Company all materials within Employee's possession that
constitute or include Confidential Subject Matter owned by the Company or held
in confidence by the Company for any third-party.
c) Exit Interview.
Upon termination of Employee's employment with the company, Employee
will attend an exit interview with an appropriate representative of the Company
to review the continuing obligations of Employee hereunder.
14. Miscellaneous.
a) Binding-Effect/ Assignability.
This Agreement is not assignable by Employee and will be binding upon
Employee's heirs, executors, administrators and other legal representatives.
Employee agrees that the Company may freely assign this Agreement to any
successor-in-interest of the Company.
b) Severability.
Should any provision of this Agreement be determined by a court of
competent jurisdiction to violate or contravene any applicable law or policy,
such provision will be severed and modified to the extent necessary to comply
with the applicable law or policy, and such modified provision and the remainder
of the provisions hereof will continue in full force and effect.
c) Waiver.
Any delay or omission on the part of Company to exercise any right
under this Agreement will not automatically operate as a waiver of such right or
any other right; and that a waiver of any right of the Company hereunder on one
occasion will not be construed as a bar to or waiver of any right on any future
occasion.
d) Controlling Law.
This Agreement will be interpreted under and enforced in accordance
with the laws of the State of Colorado.
e) Modification.
This Agreement may only be modified by the mutual written agreement
of Employee and Company.
f) Notices.
Any notice or communication required or permitted to be given by this
Agreement shall be deemed given and effective when delivered personally, or when
sent by registered or certified mail, postage prepaid, addressed as follows
(such addresses for giving of notice may be changed by notice similarly given):
(i) If to the Company:
ADA Environmental Solutions, LLC
Attention: Manager
0000 XxxxxXxxx Xxx, X-0
Xxxxxxxxx, Xxxxxxxx 00000
(ii) If to Employee:
Xxxxxxx X. Xxxxxxxx
00000 X. Xxxxxxxx Xxxx
Xxxxxx, XX 00000
g) Arbitration.
Any difference, claims or matters in dispute arising between Employee
and the Company out of this Agreement or connected with Employee's employment
shall be submitted by Employee and the Company to binding arbitration by a
single arbitrator selected by the mutual agreement of the parties from members
of the Judicial Arbiter Group of Denver, Colorado, or its successor. The
arbitration shall be governed by the rules and regulations of the Judicial
Arbiter Group or it's successor and the pertinent provisions of the laws of the
State of Colorado relating to arbitration. The decision of the arbitrator may be
entered as a judgment in any court in the State of Colorado or elsewhere. The
prevailing party shall be entitled to receive reasonable attorneys' fees
incurred in connection with such arbitration in addition to such other costs and
expenses as the arbitrator may award.
h) Entire Assignment.
This Agreement together with the exhibits hereto constitute the
entire agreement between the parties and their affiliates with respect to the
subject matter hereof, supersedes all prior and contemporaneous agreements or
understandings relating to said subject matter, and no amendment hereof shall be
deemed valid unless in writing and signed by the parties hereto.
IN WITNESS WHEREOF, the parties have signed or caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ADA Environmental Solutions, LLC
By:
/s/Xxxxxxx X. Xxxxxx
--------------------
Xxxxxxx X. Xxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx, Employee
EXHIBIT A
Projects to be pursued by Employee that are exempt from employee agreement:
1. Assisting Xxxx Xxxxxx in: the preparation of research proposals related to
instrumentation.
EXHIBIT B
ADA Environmental Solutions, LLC
Summary of Employee Benefits - May 1, 1997
The following includes a brief description of the benefits package that is
offered by ADA Environmental Solutions, LLC (ADA-ES). These benefits are subject
to change at any time, and the provisions of the official plan documents, in
addition to ADA-ES Policies, shall govern in the event of any differences or
discrepancies. This summary is intended to be a brief overview of the benefits
currently offered by ADA Environmental Solutions and not a comprehensive source
of information concerning exceptions, limitations, and eligibility requirements.
All staff members are encouraged to periodically review ADA-ES's Employee
Handbook and the Group Insurance Benefits Handbook for a more complete
explanation of the benefits and their provisions. This summary does not
constitute a contract between ADA-ES employees and the Company.
Staff members share a portion of the cost of some of the benefits described.
Holidays
10 Holidays
Vacation
As per Employee Agreement.
Sick and Personal Days
Full-time employees may receive up to 8 Sick and Personal days per year.
Medical Insurance
Profit Sharing Retirement Plan
401k Plan
Disability
Life Insurance
