Exhibit 10s
EMPLOYMENT AGREEMENT
AGREEMENT made as of the date set forth below by and between Xxxxxx X.
Xxxxx-Xxxxxx of Lamellen, Tudy, St. Bodmin, Cornwall, England ("Employee")
and Clean Diesel Technologies, Inc., a Delaware corporation (the
"Company"), having a place of business at Xxxxx 000, 000 Xxxxxxxx Xxxxxx,
Xxxxxxxx, XX 00000.
WHEREAS, the Company desires certain services for itself and Employee
desires to contract with the Company to perform such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
recited, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Term: This Agreement shall commence on the date of grant to
Employee of a United States L-1 visa and shall continue thereafter until
terminated by either party as provided below.
2. Scope of Work; Title: Employee shall be appointed as the
President and Chief Executive Officer of the Company. The Company shall
also during the term of this agreement cause Employee annually to be
nominated as a director of the Company. In such employment, Employee shall
on a full-time basis direct all of his efforts toward the performance of
such duties as shall be assigned to him by the Board of Directors of the
Company acting through its Chairman. "Full time" shall mean no other
substantial outside business activities.
3. Salary; Benefits: The Company agrees to cause Employee to be
paid for his services hereunder at the rate of US$250,000.00 per year.
Employee to be paid such amounts by the Company according to its normal and
customary procedures from time to time in effect but not less often than
monthly. Employee shall be entitled to participate from time to time in
such benefit programs, or equivalent, as shall have heretofore been
extended to him by the Company's predecessor, Fuel-Tech N.V. or its
affiliates. Additionally, the Company shall expend up to $50,000 for the
annual premium for a U.K. based annuity for you (less such amounts as you
may receive from the Company's 401K or profit sharing plans). This
agreement may not be construed to prevent the Company from rescinding any
such other benefit programs for Employee so long as such rescission applies
to officers as a class.
4. Expenses: Employee shall be reimbursed by the Company for all
ordinary and necessary out-of-pocket expenses incurred by Employee in
performing his services hereunder. Such expenses to be reported from
time-to-time by Employee on the Company's customary forms of expense report
and submitted for approval to the Chairman of the Board of the Company.
5. Termination of Employment: (a) Just Cause. The Company may at
any time terminate this agreement for Just Cause. Just Cause shall mean
conviction of the employee under, or a plea of guilty by the Employee to,
any charge which would constitute a felony under the laws of Connecticut;
any instance of fraud, embezzlement, self-dealing, xxxxxxx xxxxxxx or
similar malfeasance with respect to the Company; or substance abuse which
shall, in the sole discretion of the Board of Directors of the Company,
limit Employee's performance of his duties.
(b) Disability. The Company may terminate this agreement
upon the physical disability of Employee, if the Directors shall determine
that, as a result of physical disability Employee has for a continuous
period of six months been substantially absent from his customary place of
work and unable to perform his customary duties.
(c) At Will. Either of Employee or Company may terminate
this agreement on written notice one to the other. Where Employee shall
terminate this agreement by resigning his employment, he shall provide
twelve month's written notice thereof to Company. Where Company shall
terminate this agreement, Company shall provide salary and benefit
continuation (in the amount and of the nature then enjoyed by Employee) to
the Employee month-to-month for a period of one year, or until Employee
shall sooner find other substantially comparable employment.
6. Discoveries and Inventions: (a) All patentable and
unpatentable inventions, discoveries and ideas which are made or conceived
by Employee during the term of his employment, and which are based upon or
arise out of Employee's services hereunder ("Developments") are or shall
become the Company's property. Employee agrees to disclose promptly to the
Company each such Development and, upon the Company's request and at its
expense, Employee will assist the Company, or its designee, in making
application for Letters Patent in any country in the world. Employee
further agrees 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 Employee is unable to effectuate a
full assignment of any such Development, Employee agrees to transfer to the
Company, or its designee, Employee'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 of its rights to any such Development
except an instrument in writing assigned by an authorized official of the
Company by which it specifically states it intends to be bound in such
respect.
7. Proprietary Information: Employee 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 or affiliates (collectively,
"Proprietary Information"), which, by way of illustration, but not
limitation, includes devices, structures, machines, data, know-how,
business opportunities, marketing plans, forecasts, unpublished financial
statements, budgets, licenses and information concerning prices, costs,
employees, customers and suppliers. Employee's undertakings and obligations
under this Paragraph 7 will not apply to any Proprietary Information which:
(a) is or becomes generally known to the public through no action on the
part of the Employee or (b) is generally disclosed to third parties by the
Company or any of its subsidiaries or affiliates without restriction on
such third parties. Upon termination of this Agreement or at any other time
upon request, Employee will promptly deliver to the Company all notes,
memoranda, notebooks, computer disks, drawings, designs, three dimensional
figures, photographs, layouts, diagrams, records, reports, files and other
documents (and all copies or reproductions of such materials) in his
possession or under his control, whether prepared by him or others, which
contain Proprietary Information. Employee acknowledges that this material
is the sole property of the Company or a subsidiary or an affiliate of the
Company.
8. Non-Competition: Following the termination of Employment for
any reason, Employee agrees that Employee will not recruit, entice, induce
or encourage any of the Company's other employees or consultants to engage
in any activity which, were it done by Employee, would violate any
provision of this Agreement. For a two-year period after termination of
employment Employee will not accept employment or provide consulting
services where such employment or services reasonably will involve the use
of Proprietary Information for the benefit of others or the divulging of
Proprietary Information. During such two-year period and before performing
any services for others, as employee or consultant or otherwise, in the
actual lines of business in which Employee has performed services for the
Company, its subsidiaries or affiliates, Employee will notify the Company
of the general nature of the services to be performed and the party for
whom they will be performed and Employee will, also, prior to undertaking
such service or employment inform the other party of the existence of this
covenant in this Agreement. Employee admits that breach of his covenants
hereunder regarding the Company's Proprietary information is likely to
cause serious economic injury to the Company.
9. Assignment: This Agreement may not be assigned by either party
without the prior written consent of the other party.
10. Continuing Obligations: The Employee's covenants set forth in
Sections 6, 7, and 8 above shall continue according to their terms
following the termination of this Agreement, and, notwithstanding the
provision for arbitration below, such covenants may at any time be
judicially enforced by the Company by injunction.
11. Governing Law; Arbitration. This agreement, any and all
disputes hereunder or the interpretation hereof or any claim by Employee
against the Company shall be governed by and interpreted under Connecticut
procedural and substantive law, and thirty (30) days after notice, shall be
determined solely by arbitration before a single arbitrator in Stamford,
Connecticut, under the employment rules of the American Arbitration
Association in effect as of the date of this agreement or otherwise agreed
by the parties. The arbitrator shall have no power or authority to award
exemplary or punitive damages or any statutory or compounded damages and
shall render his award in writing setting forth the basis of his
determination. The award of the arbitrator shall be based on the terms of
this agreement and the law. Such award shall be final and binding and may
be entered into and enforced in any Court having jurisdiction.
12. Exclusivity: The rights of Employee against the Company are
not limited in any way by this Agreement, and are not intended to be set
forth exclusively hereunder; provided, however, that any and all of
Employee's remedies with respect to such rights, shall be limited solely to
those available in arbitration hereunder. Employee's rights to salary
continuation are in lieu of any severance benefits provided under policies
of the Company from time to time in effect.
13. Waiver. The remedies of Employee hereunder have been entered
into as a matter of bargain and to the extent any provision of this
agreement is or may be construed as a waiver of employee's remedies,
Employee does hereby waive such remedies.
14. Notices. All notices hereunder shall be in writing and shall
be deemed effective upon receipt, if hand delivered or if sent by facsimile
and acknowledged electronically and confirmed by an original confirmation
copy mailed first class postage prepaid. Notices by mail or air-courier
service shall be deemed effective upon receipt, if sent first class postage
prepaid return receipt requested or by air-courier and the sender shall
obtain the signed receipt or confirmation of delivery by the courier
service. Otherwise, notices shall be deemed effective as of the fifth day
after transmission. In each case notices shall be transmitted to the
address first given above or such other address as may be given by notice
as provided herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EMPLOYEE CLEAN DIESEL TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxx-Xxxxxx /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------- -----------------------------------
Xxxxxx X. Xxxxx-Xxxxxx Xxxxxxx X. Xxxxxxxx, Vice President
Date: December 2, 1996 Date: December 2, 1996
-------------------------- ----------------------------
