EXHIBIT 10.40
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
December 3, 1998
Xxxx X. Xxxxxxxxx
President and CEO
JLM Industries, Inc.
0000 Xxxxxx Xxxxx Xxxxxxx
Xxxxx, XX 00000
Dear Xxxx:
This letter formalizes the employment agreement between myself and JLM
Marketing, Inc., a Delaware corporation ("the Company") for employment based at
your office in Tampa. The capacities in which I shall serve and the terms and
conditions, which shall be applicable to my employment, are set forth below:
1. I shall be President of JLM Marketing, Inc., and shall perform all
duties necessary in carrying out that function. I shall report to the
Chief Executive Officer of JLM Industries, Inc. ("JLM"), the Company's
principal shareholder, and shall perform my duties to the satisfaction
of that Officer.
2. I shall devote substantially all of my time, knowledge, experience and
energies during business hours to the performance of my duties
hereunder.
3. The terms of my employment shall be as agreed between the parties and
as set forth in the addendum to the employment agreement, and made a
part hereof.
4. My employment shall commence January 1, 1999 and shall continue to
December 31, 2002. Thereafter, my employment may continue at will but
none of the provisions of this Agreement (except Paragraph 6.B.) will
be in effect, and I will be entitled to the benefits of whatever
Company Policy is in effect at that time.
5. This Agreement may only be terminated during the Term hereof by the
Company for cause. "Cause" shall mean an event of fraud, gross
misfeasance or willful neglect in the performance of my duties and
obligations, or the willful failure to carry out the business
instructions of the Chief Executive Officer of JLM. In the event the
Company terminates this Agreement for other than "cause", I will be
entitled to all the remaining terms of my employment set forth in the
Addendum.
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6. A. If I terminate my employment voluntarily prior to the termination of
this Agreement, I agree that, for a period of one year of my
termination, I will not compete with the Company with respect to
products managed by me, or for which I had principal responsibility,
either as an employee or as a more than 10% shareholder of any
competing entity.
B. Whenever I leave the employment of the Company, I will not remove
and/or utilize any Confidential Information of the Company for any
purpose whatsoever. "Confidential Information" is defined to include
any information as to financial "positions" of the Company in
chemicals; any information on the requirements or needs of any
customers or suppliers of the Company; any information as to the
Company's strategic or long range plans or any other similar
proprietary information relating to the Company's business. I
specifically acknowledge that I would be liable in damages for any
breach of this promise.
7. This Agreement may be amended or modified only in writing executed by
both parties.
8. The Company and any affiliates for which I may perform duties shall
indemnify me for any approved expenses or liabilities, which I may
incur in the lawful performance of my duties hereunder.
9. This Agreement shall be construed and governed by the laws of the
State of Florida.
10. Any controversy or claim arising out of or relating to this Agreement
or breach thereof shall be settled by final and binding arbitration in
accordance with the rules of the American Arbitration Association and
judgment upon the award rendered may be entered in any court having
jurisdiction thereof. If the Company breaches this Agreement as
determined by an arbitration panel, it shall pay my reasonable
attorney's fees and costs associated with the enforcement of this
Agreement.
11. In the event of a sale of all or substantially all of the assets of the
Company, this Agreement shall either be acquired by the purchaser as an
asset or remain as a liability of the Company. In the event of the
latter, all terms in the addendum shall become immediately payable.
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If the foregoing correctly sets forth our Agreement, please sign and return a
duplicate original of the letter whereupon it sha1l constitute the final and
binding Agreement between myself and the Company.
Agreed: Agreed:
By: /s/ XXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXXXXX
--------------------------------- ----------------------------------
Xxxx X. Xxxxxxxxx
President
and Chief Executive Officer
EMPLOYMENT CONTRACT
XXXXXX X. XXXXXXX
TITLE: President, JLM Marketing and
Vice President, JLM Industries, Inc.
DIRECT
COMPENSATION: $175,000 per year basic salary and a monthly car allowance
of $650.00. Country Club allowance equal to monthly
dues.
VARIABLE
COMPENSATION: Participation consistent with the terms and conditions of
the current informal JLM Industries, Inc. bonus program.
STOCK GRANT: 40,000 shares of stock granted, vested at the rate of
10,000 shares per year over four years. 10,000 shares to
be delivered immediately upon employment and 10,000 shares
per year thereafter on the anniversary of employment.
STOCK OPTIONS: 40,000 share options granted at the NASDAQ closing
market price on the first day of employment. Share
options will vest over four years consistent with the
terms and conditions of such plans.
EMPLOYEE BENEFITS: Immediate eligibility to participate in all defined
employee benefit plans consistent with the terms and
conditions of such plans.
RELOCATION EXPENSES: Full Reimbursement for all expenses incurred to
relocate to Tampa, Florida. Such expenses shall include,
but not be limited to, sale and purchase of home,
household goods relocation, transportation as appropriate
and temporary housing if required.
CONTRACT OF
EMPLOYMENT: Four-year employment contract commencing January 1,
1999 and terminating on December 31, 2002. Terms and
Conditions of such Contract of Employment will be defined
by mutual agreement of the parties.
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