STAY BONUS AGREEMENT [age 40 and above]
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Agreement ("Agreement") made this day of November, 1997, between
PureTec Corporation ("Employer") and ("Employee").
The parties agree as follows:
1. In view of the contemplated purchase of Employer's stock by
Tekni-Plex, Inc. ("Tekni-Plex"), and in order to provide a successful transition
of ownership and management, Employer has agreed to provide a stay bonus
(pursuant to the terms and conditions set forth herein), as an incentive to
Employee to remain in its employ.
2. Subject to the terms and conditions provided herein, the amount of
the stay bonus which Employee is eligible to receive is $ , less normal
deductions (the "Stay Bonus").
3. In order to earn and be entitled to receive the Stay Bonus, the
following conditions must be met by Employee:
a. Employee must remain in Employer's employ at least 45
calendar days after the date on which the merger
between Employer and Tekni-Plex is effective (the
"Effective Date"). If Employee voluntarily resigns or
is terminated for cause (as defined below) during the
45 calendar days after the Effective Date, Employee
will not be eligible to receive the Stay Bonus.
Employee will receive the Stay Bonus if, during 45
calendar days after the Effective Date, Employee is
terminated without cause. For purposes of this
Agreement, the term "Cause" shall include, but is not
limited to:
(1) a failure of Employee to perform his or her
duties to the Company or any of its
Subsidiaries;
(2) commission of a felony; or
(3) any event of moral misconduct.
b. Employee must regularly report for work and promote
the interests of Employer.
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c. Employee will use Employee's full time and efforts in
the discharge of Employee's assigned services and
duties. Employee will at all times faithfully and
industriously and to the best of Employee's ability,
experience and talents perform all of the services
and duties that may be required to the satisfaction
of Employer. Such services and duties shall be
rendered at such place or places as Employer shall
require, or as the interests, needs, business and
opportunities of Employer shall require or deem
advisable.
4. On the next regular pay date, but no less than five (5) days
following the Non-Revocability Date of this Agreement, as provided in paragraph
10 below, the Stay Bonus will be paid to Employee by Employer in a lump sum
payment (less normal payroll deductions).
5. Participation in this Stay Bonus Agreement will not be a cause to
disqualify an Employee from participation in any Severance Pay Plan for which
the Employee might otherwise be eligible.
6. After the 45 days following the Effective Date, Employee shall be
employed by Employer on an at-will basis, and may be terminated at any time,
with or without cause or notice.
7. Dispute Resolution Procedure. If a Claim (as defined below) arises,
whether or not arising out of Employee's employment, termination of employment,
or otherwise, that the Employer may have against Employee, or that Employee may
have against the Employer or against its parent, subsidiaries, affiliated
entities of any of the foregoing, the shareholders, officers, directors,
employees, agents or any other representatives of any of the foregoing, such
Claim shall be resolved in accordance with the procedure set forth below. A
Claim must be processed in the manner set forth below, otherwise the Claim shall
be void and deemed waived even if there is a federal or state statute of
limitations which would allow more time to pursue the Claim.
a. Within one (1) year from the date that the aggrieved
party knew or should have known of the facts that
gave rise to the Claim, the aggrieved party must give
written notice of the Claim to the other party
hereto. The parties will hold informal discussions
and attempt to resolve the Claim. If written notice
of the Claim is not given within the one (1) year
period, the Claim will be deemed to be time- barred.
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b. If the Claim is not resolved within 30 days after
written notice of the Claim was given pursuant to
paragraph 6.a., the parties agree to immediately
participate in good faith in a mediation conducted
pursuant to the Employment Dispute Resolution Rules
of the American Arbitration Association ("AAA"). If
the mediation fails to resolve the Claim, either
party may initiate arbitration by serving upon the
other party written Demand for Arbitration and by
filing the Demand for Arbitration in conformance with
the rules of the AAA. The written Demand for
Arbitration must be served within 45 days after the
conclusion of the mediation.
c. The written Demand for Arbitration shall describe the
factual basis of all Claims asserted, and shall be
served upon the other party hereto by certified or
registered mail, return-receipt requested. If Demand
for Arbitration is not served within the applicable
time period, the Claim will be deemed to be
time-barred.
d. Written notice or Demand for Arbitration, or both, to
Employee will be mailed to Employee's address as it
appears in the Employer's records. Written notice or
Demand for Arbitration, or both, to the Employer, or
its officers, directors, employees or agents, shall
be sent to: Tekni-Plex, Inc., 000 Xxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, XX 00000, Attention: Dr. F. Xxxxxxx
Xxxxx.
e. The arbitration shall be conducted in accordance with
the then-current National Rules for the Resolution of
Employment Disputes of the AAA before a single
arbitrator. The mediation or arbitration, or both,
will occur in the county where employee works.
(1) At least fourteen (14) days before the
arbitration, the parties must exchange lists of witnesses, including any
experts, and copies of all exhibits intended to be used at the arbitration.
(2) The arbitrator will have no authority to:
(a) adopt new Employer policies or procedures; (b) modify this Agreement or
existing Employer policies, procedures, wages or benefits; or (c) in the absence
of a written waiver pursuant to paragraph 6.k., below, hear or decide any matter
that was not processed in accordance with this Agreement. The arbitrator shall
have exclusive authority to resolve any Claim,
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including, but not limited to, any contention that all or any part of this
Agreement is void or voidable. The arbitrator will have the authority to award
any form of remedy or damages that would be available in a court of law.
(3) The parties shall each pay one-half of the
fees of the American Arbitration Association and the arbitrator. The parties
will pay their own attorneys' fees and expenses associated with the arbitration.
f. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR
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COURT TRIAL. THE SOLE AND EXCLUSIVE METHOD
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TO RESOLVE ANY CLAIM IS ARBITRATION AS
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PROVIDED IN THIS AGREEMENT.
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Subject to paragraph 6.i.,
neither party shall initiate or prosecute any lawsuit
in any way related to any Claim covered by this
Agreement. To the extent permitted by law, Employee
agrees not to initiate or prosecute against Employer
any administrative action (other than an
administrative charge of discrimination) in any way
related to any Claim covered by this Agreement.
g. The arbitration will be conducted in private, and
will not be open to the public or the media. The
testimony and other evidence presented, and the
results of the arbitration, unless otherwise agreed
to in writing by both parties, are confidential and
may not be made public or reported in any way or
through any means, including, but not limited to, any
news agency or legal publisher or service, except
pursuant to a court order, provided that Employer or
Employee shall give written notice, as soon as
reasonably practicable after it becomes aware or
should have become aware of any judicial proceeding
to enable the other to seek a protective order before
disclosure occurs.
h. The arbitrator shall render a written decision and
award (the "Award"), which shall set forth the facts
and reasons that support the Award. The Award shall
be final and binding on Employer and Employee.
Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction.
i. The term "Claim" is defined to include, but is not
limited to, controversies relating to: compensation
or benefits, breach of any
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contract, torts, discrimination under state, federal
or local law; and violation of any federal, state, or
other governmental law, statute, regulation, or
ordinance. However, this Dispute Resolution Procedure
shall not apply to any Claim for workers'
compensation or unemployment benefits. Claims by
Employer for injunctive and/or other equitable relief
for any Claim including, but not limited to, (i)
unfair competition, (ii) the use and/or unauthorized
disclosure of proprietary information, or (iii) the
solicitation or influence of Employer's employees,
may at Employer's election be brought either in
arbitration or in a court. If Employer seeks
injunctive relief in court, it may then proceed with
arbitration under this Agreement.
j. For the purpose of this paragraph 7, the term
"Employer" is defined to include PureTec and
Tekni-Plex, and their shareholders, officers and
directors, their parent and all subsidiary and
related or affiliated entities and their
shareholders, officers and directors, all benefit
plans, the benefit plans' sponsors, fiduciaries,
administrators, affiliates, and all successors and
assigns of any of them.
k. Either party, in their sole discretion, may, in
writing, waive, in whole or in part, the other's
failure to follow any time limit or other requirement
set forth in this Agreement. Any such waiver shall
not be deemed the waiver of any other time limit or
requirement or any subsequent failure to follow any
time limit or other requirement.
8. Employee, for Employee and for Employee's heirs, executors,
administrators, successors, and assigns, does hereby fully and forever release
and discharge Tekni-Plex and PureTec, and their parent, affiliated and
subsidiary corporations and related entities, including its, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which Employee now
owns or holds or has at any time before this date owned or held against any of
them, including, but not limited to, any and all claims, demands, causes of
action, charges, and grievances: (1) which are alleged about, set forth in,
arise out of, or are in any way connected with any transactions, occurrences,
acts or omissions concerning any loss, damage or injury whatsoever resulting
from any act committed or omission made prior to the effective date
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of this Agreement; (2) which are alleged about, set forth in, arise out of, or
are in any way connected with Employee's employment with Employer, or the
termination of Employee's employment with Employer; or (3) which are related to
or concern (i) violation of local, state or federal law, including but not
limited to the federal Age Discrimination in Employment Act and Worker
Adjustment and Retraining Notification Act ("WARN"); and (ii) wrongful
termination, breach of the covenant of good faith and fair dealing, intentional
or negligent infliction of emotional distress, defamation, invasion of privacy,
breach of employment contract, fraud or negligent misrepresentation, or any
other tort cause of action. Any and all benefits and amounts paid to or on
behalf of Employee shall apply toward any obligation of Employer under WARN, if
any. Nothing contained herein shall be construed so as to apply to or in any way
limit the indemnification rights which Employee may have pursuant to Section
6.03 of the Agreement and Plan of Merger, dated November 11, 1997, among PureTec
Corporation, Plastic Specialties & Technologies, Inc., Tekni-Plex, Inc. and P.T.
Holding, Inc.
9. Employer has advised Employee to consult with independent legal
counsel prior to executing this Agreement
10. Employee has forty-five (45) days after receipt of this Agreement
within which to consider the Agreement and seven (7) days following Employee's
execution of the Agreement to revoke the Agreement. Any such revocation may be
exercised by delivering a writing to Dr. F. Xxxxxxx Xxxxx, Chairman and Chief
Executive Officer, within the seven (7) day period. This Agreement was received
by Employee on . Attached to this Agreement as Exhibit A
is a Notice Regarding Stay Bonus Program. This Agreement will be effective on
the eighth (8th) day after an executed copy hereof has been delivered to
Employer (the "Non-Revocability Date"), and the Agreement has not been revoked
as provided herein.
11. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extent
permitted by law, and the invalid or unenforceable term will be deemed amended
and limited in accordance with the intent of the parties, as determined from the
face of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision.
INTENTIONALLY LEFT BLANK
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12. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and agreements proposed or otherwise, whether written or oral,
concerning the subject matter of this Agreement. This is an integrated document.
NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE AGREEING
THAT ALL DISPUTES WILL BE DECIDED BY NEUTRAL
ARBITRATION, AND YOU ARE GIVING UP YOUR RIGHT TO A JURY
TRIAL OR COURT TRIAL
(SEE PARAGRAPH 7.f.).
DATE:
(Employee Signature)
DATE:
PureTec Corporation
By:
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NOTICE REGARDING STAY BONUS PROGRAM
Pursuant to the Older Workers Benefit Protection Act of 1990, we are
providing you with the following information regarding PureTec's Stay Bonus
Program ("Program").
1. The following class, unit or group of individuals is covered by the
Program: With certain exceptions, the following corporate employees of PureTec,
its subsidiary, affiliated and related entities:
2. Appendix A is a list reflecting the job titles and ages of all
individuals who are eligible for this Program.
3. There are no individuals in the same job classification or
organizational unit as those individuals specified in paragraph 2 above who are
not eligible for the Program.
4. The following reflects any eligibility factors for this Program:
corporate employees listed in paragraph 1 above, who meet the eligibility
requirements of the Program and are not otherwise disqualified for benefits.
5. The following reflects any time limits applicable to this Program:
Only those corporate employees who satisfy the requirements of paragraph 3 of
the Stay Bonus Agreement to which this Notice is attached are eligible to
receive a Stay Bonus. They must sign a Stay Bonus Agreement within 45 days after
it is received, and remain employed for the period of 45 days after the merger
between Employer and Tekni-Plex is effective.
EXHIBIT A
APPENDIX A
Job Title Age
