Executive Agreement
Exhibit
10(t)
Agreement
as of January 1, 2008 between Clean Diesel Technologies,
Inc. ("the Company"), a Delaware corporation of Suite 702, 000 Xxxxxxxx
Xxxxxx, Xxxxxxxx Xxxxxxxxxxx, 00000 XXX, and Xxxxxxxx Xxxxxxx (the
"Executive"), an individual of Am Xxxxxxxxx 14, D-65779 Kelkheim-Ruppertshain,
Germany.
1.
Employment
Capacity. The Executive is engaged by the Company to act in
the capacity of President and Chief Executive Officer of the Company and its
subsidiaries. The Executive shall report to the Board of Directors of
the Company. The executive shall be officially employed by Clean Diesel Europe,
a Channel Islands partnership, established by the Company to provide payroll
services for individuals in jurisdictions where the Company does not have a
presence.
2.
Duties. The
Executive shall devote his full time and efforts to such employment principally
based at his home in Germany, with such travel as from time to time shall be
incidental to his duties, and shall at all times faithfully, industriously and
to the best of his, skill, ability, experience and talent, perform all of the
duties that may be required of him pursuant to the express and implied terms of
this Agreement. The Executive may during the term of this Agreement continue as
a non-executive director of Wayfinder Systems Ab.
3.
Term. The
term of this Agreement shall commence on the date first written above and shall
terminate, except as otherwise expressly provided herein, on September 13,
2010.
4. Compensation. The
Company shall compensate the Executive for services to be rendered, as
follows:
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a.
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Base
Salary. The Company shall pay to the Executive a Base
Salary at the rate of Euros Two Hundred and Forty One Thousand
Five Hundred (€241,500) per annum, effective January 1, 2008, payable not
less often than monthly, or in such other periodic installments as is
mutually agreed.
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b.
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Annual Bonus.
The Executive shall be entitled to participate in the Annual Bonus Program
agreed by the Board on an annual or longer basis. This Program
shall fix minimum and maximum goals with a bonus amount of fifty percent
(50%) of the Executive’s base salary as a “Target” bonus, attainable if
performance shall be at the midpoint between the minimum and maximum
goals.
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c.
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Benefits. The
Company shall annually contribute, or pay to or for the benefit of the
Executive up to the amount of Euros Sixty Thousand (€60,000) for pension,
life insurance and health benefits with such specific allocation as may be
agreed from time to time.
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d.
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Expenses. The
Executive shall be reimbursed for all ordinary and necessary expenses
incidental to his services to the Company as he shall from time to time
claim accompanied by proper documentation. This shall include the costs of
his home office including telephone, mobile phone and computer and
peripherals and shall be reimbursed the amount of Euros Three Hundred and
Fifty (€350) monthly which is the agreed allowance for the rent, heat,
light, maintenance and cleaning of the Executive’s home office and is an
allocation of ten percent (10%) of such costs incurred for the Executive’s
home generally.
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e.
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Car expenses
will be reimbursed on a mileage basis. Currently the rate in UK is £0.40
per mile for 10,000 miles per year and £0.25 per mile
thereafter. Alternative charging basis can be agreed with the
compensation committee’s approval.
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f.
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Stock. The
Executive shall be eligible to receive non-qualified stock option awards
under the Company’s Incentive Plan from time to time in the discretion of
the Board of the Company and on such terms and conditions as may be fixed
by the Board.
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5. Holidays. The
Executive shall be entitled to 25 days holiday per annum in addition to
statutory holidays.
6. Discoveries and
Inventions. All patentable and unpatentable inventions, discoveries and
ideas which are made or conceived by Executive during the term of his employment
with the Company and which are based on or arise out of his employment with the
Company ("Developments") are or shall be the Company's property. Executive
agrees at any time whether during his period of employment or otherwise to
disclose promptly to the Company each such Development and, on the Company's
request and at its expense, Executive will assist the Company, or its designee,
in making application for Letters Patent in any country in the world. Executive
further agrees also at any time to execute all papers and do all things which
may be necessary or advisable to prosecute such applications, and to transfer to
and vest in the Company, or its designee, all the right, title and interest in
and to such Developments, and all applications for patents and Letters Patent
issued thereon. If for any reason Executive is unable to effectuate a full
assignment of any such Development, Executive agrees to transfer to the Company,
or its designee, Executive's transferable rights, whether they be exclusive or
non-exclusive, or as a joint inventor or partial owner of the Development. No
action or inaction by the Company shall in any event be construed as a waiver or
abandonment or ifs rights to any such Development which may only be effected by
an instrument in writing assigned by the authorized official of the Company by
which it specifically states it intends to be bound in such
respect.
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7. Proprietary
Information. Executive will not at any time, either during the term of
this Agreement or thereafter, disclose to others, or use for his own benefit or
the benefit of others, any of the Developments or any confidential, proprietary
or secret information owned, possessed or used by the Company or any of its
subsidiaries (collectively "Proprietary Information"), which by way of
illustration, but not limitation, includes devices, processes, structures,
machines, data, know-how, business opportunities, marketing plans, forecasts,
unpublished financial statements, budgets, licenses and information concerning
prices, costs, employees, customers and suppliers. Executive's undertakings in
this respect shall not apply to Proprietary Information which (a) is or becomes
generally known to the public through no action on the part of Executive or (b)
is generally disclosed to third parties by the Company or any of its
subsidiaries without restriction on such third parties. Upon termination of this
Agreement or at any time on request, Executive shall return to the Company all
media in which any Proprietary Information shall be contained which Executive
agrees is the property of the Company or a subsidiary of the
Company.
8. Non-Competition. Following
the termination of the Executive's employment with the Company or any of its
subsidiaries and for 2 years thereafter, the Executive shall not, individually
or on behalf of or in conjunction with any other person or entity, recruit,
entice, induce or encourage any of the Company's other employees or consultants
to engage in any activity which, were it done by Executive, would violate any
provision of this Agreement; accept employment or provide consulting services or
engage in business activities where such employment, services or activities
reasonably will involve the use of the Company's Proprietary Information for the
benefit of others or for the Executive or will result in the divulging of
Proprietary Information. During such two-year period, and before performing
services for others as employee or consultant or before engaging in business
activities, in the actual lines of business in which the Company was engaged
during the Executive's period of service, the Executive will inform the Company
of the general nature of the services or activities to be performed and the
party for whom they will be performed and the Executive prior to performing such
services will inform the other party of the existence of this covenant in this
Agreement. Executive agrees that breach of his covenants hereunder regarding the
Company's Proprietary Information is likely to cause serious economic injury to
the Company.
9. Equitable Relief. The parties agree that in the event the Executive breaches, or threatens to breach, any of the covenants expressed in Sections 6,7 or 8 hereunder, the damages would be great, incapable of calculation and inadequate to make the Company whole, and, therefore, in addition to any other remedies which may be available to the Company including damages, the Company may apply to a court of competent jurisdiction for equitable relief in the form of injunctions or restraining orders or the like, and the Executive waives any requirement that the Company post bond in connection with such proceeding or in any appeal therefrom.
10.
Termination.
a. Termination for Reasonable
Cause by the Company. Just Cause. The
Company has the right to terminate this Agreement for Just Cause at any time; in
which event, all unaccrued rights and benefits of the Executive hereunder shall
terminate and be of no further force and effect. "Just Cause" shall mean
conviction of the Executive under, or a plea of guilty by the Executive to, any
charge which would be a felony under the laws of the Company's home office; any
instance of willful fraud, embezzlement, self-dealing or xxxxxxx xxxxxxx,
regardless of amount, with respect to the Company; any substance
abuse which, in the sole opinion of the Board of Directors, limits Executive's
performance of his duties under this Agreement; willful refusal or
failure of the Executive to obey the lawful directions of the Board of Directors
of the Company (or of any successor to the interest of the Company);
or gross, willful misfeasance or gross nonfeasance of the duties and
responsibilities assigned to the Executive pursuant to this Agreement, the
nature of which shall be set forth in the notice of termination for reasonable
cause.
b. Incapacity. In
the event the Executive suffers illness or incapacity of such character as to
substantially disable him from performing his duties for more than 90
consecutive days or for more than 120 days in any one agreement year, the
Company may terminate this Agreement by giving notice. In such event,
the Executive will receive his Basic Salary for six months after termination for
incapacity.
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c. At
Will. Either party may terminate this Agreement at will and
without cause. If the Agreement is terminated by the Company without
cause, the Executive shall receive his Basic Salary for the greater of the
remaining term of the Agreement or six (6) months, but not after the Executive
accepts a comparable position with equivalent compensation. During such period
of Basic Salary continuation by the Company, such Basic Salary shall be reduced
by any salary the Executive earns from other employment. If this Agreement is
terminated by the Executive, he will, at any time, give six (6) months advance
notice and shall not be entitled to any further compensation after such six (6)
month notice period.
11.
Assignment. This
Agreement is not assignable by the Executive. The Company may assign or transfer
this Agreement or any rights or obligations hereunder in the event of a merger,
consolidation, reorganization or other combination, or sale or other transfer of
all or substantially all of the assets of the Company.
12. Notices. Any
notices hereunder shall be properly given if by personal delivery or registered
or certified mail, return receipt requested, as follows:
If to
Executive:
Xx.
Xxxxxxxx Xxxxxxx
Am
Xxxxxxxxx 14
D-65779
Kelkheim-Ruppertshain
If to the
Company:
Corporate
Secretary
Clean
Diesel Technologies, Inc.
000
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx
XX 00000 XXX
or to
such other addresses as the parties may designate in writing.
13. Integration;
Modification. This Agreement shall supercede all previous
negotiations, commitments, agreements and writings with respect to the
employment of the Executive. This Agreement may not be released,
discharged, abandoned, changed or modified in any manner, except by an
instrument in writing signed by the Executive and by duly authorized officers or
representatives of the Company. The failure of any party hereto to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provisions, nor in any way to affect the
validity of this Agreement or any part thereof or the right of any party
thereafter to enforce each and every provision. No waiver of any
breach of this Agreement shall be held to be a waiver of any other or subsequent
breach.
14. Survival of Certain
Obligations. The rights and obligations of the parties
pursuant to Sections 6, 7 and 8 above shall survive the termination of this
Agreement.
15. Provisions
Void. If any term or provision of this Agreement is declared
invalid by a court of competent jurisdiction, the remaining terms and provisions
of this Agreement shall remain unimpaired.
16. Governing
Law. This Agreement shall be construed and the rights of the
parties hereunder shall be governed by the laws of the State of Delaware, USA
relating to contracts to be entirely performed within such State without
reference to any rules relating to conflicts of laws.
17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN
WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on
the dates indicated below with effect from January 1, 2008.
Clean
Diesel Technologies, Inc.
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/s/ Xxxxx X.
Xxxx
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/s/ Xxxxxxxx
Xxxxxxx
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By: Xxxxx
X. Xxxx
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By: Xxxxxxxx
Xxxxxxx
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Chairman
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CEO
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Date:
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March
11, 2008
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Date:
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March
11, 2008
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/s/ Xxx X. Xxxxx
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Xxx
X. Xxxxx
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CFO
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Date:
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March
11, 2008
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