Exhibit 10.11(a)
SEPARATION AND NON-COMPETITION AGREEMENT
THIS SEPARATION AND NON-COMPETITION AGREEMENT is made as of this 25th day
of February, 2000, by and between ENVIRONMENTAL ELEMENTS CORPORATION, a Delaware
corporation with principal offices at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx
00000 (hereinafter referred to as "Company") and X. X. XXXXXXX (hereinafter
referred to as "Xx. Xxxxxxx").
Background
1. Xx. Xxxxxxx has resigned his employment with the Company effective February
25, 2000, and has further resigned from the office of Chairman of the Board
of Directors, President and Director of the Company effective February 25,
2000 and from all other offices of the Company and of its subsidiaries
effective February 25, 2000.
2. The Company and Xx. Xxxxxxx are desirous of reaching an agreement concerning
the terms of the separation of Xx. Xxxxxxx from the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
understandings, and agreements contained in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by both parties, and in lieu of any other severance arrangements,
or company policy or precedent, it is hereby agreed by and between the parties
as follows:
1. Xx. Xxxxxxx'x last day as an employee of EEC will be February 25, 2000.
2. Beginning February 26, 2000 Xx. Xxxxxxx will receive a severance package
consisting of one of the following two alternatives, Option A or Option B.
Xx. Xxxxxxx will notify the Company not later than April 25, 2000 if he
elects to receive the lump sum package described as Option B. Xx. Xxxxxxx'x
failure to provide notice, which is received by the Company on or before
April 25, 2000 that he wishes his severance package to be Option B, shall
constitute notice to the Company of Xx. Xxxxxxx'x election of Option A.
The severance package options are as follows:
Option A - Beginning February 26, 2000 Xx. Xxxxxxx will receive severance
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pay based on his annual salary of $275,000.00, payable in bi-weekly
installments through March 31, 2001, a total of $301,369.70. During this
period, he will continue to have available his medical, drug, dental,
vision, group life insurance, accidental death and dismemberment, and long
term disability benefits, all at levels and with elections in effect on
February 25, 2000. For a period beginning on the date hereof and ending on
the earlier of (i) the date upon which Xx. Xxxxxxx accepts full time
employment, or (ii) March 31, 2001, the Company will continue to lease the
vehicle currently leased for the benefit of Xx. Xxxxxxx, and will continue
to include that vehicle in its vehicle insurance program. Xx. Xxxxxxx will
pay all fuel and maintenance costs of the vehicle during this period, and
will return the vehicle to the Company at the end of this period in as good
condition as at the date hereof, normal wear and tear expected.
Option B - Beginning - Beginning February 26, 2000, Xx. Xxxxxxx will
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receive severance in a lump sum equal to his annual salary of $275,000 for
the period beginning February 26, 2000 and ending March 31, 2001, or a
total of $301,369.72. From the date hereof until the payment of this lump
sum, if elected, the Company will pay Xx. Xxxxxxx bi-weekly and will
continue his benefits as if he had selected Option A. In computing the lump
sum due, if elected, the Company shall reduce the total amount due,
$301,369.72, by the amount paid out in bi-weekly installments from the date
hereof until the date the remaining lump sum payment is made. From the date
the lump sum payment is made forward, Xx. Xxxxxxx shall not be entitled to
the benefits described in Option A, pension credits under Section 4 herein,
and he shall return promptly the leased vehicle whose use he is permitted
under Option A in as good condition as the date hereof, normal wear and
tear expected. The lump sum payment, if any, shall be due fifteen days
following the Company's receipt of Xx. Xxxxxxx'x notice of his election of
Option B, pursuant to the terms above and returns the leased vehicle to the
Company. Xx. Xxxxxxx'x opportunity to elect this Option B expires at close
of business on April 25, 2000.
3. In accordance with the EEC Stock Option Plan, Xx. Xxxxxxx'x right to
exercise his options shall terminate at the expiration of three months
after your termination date of February 25,
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2000 (see 1998 Stock Option Plan, Paragraph 7(b)(5) and Employee Stock
Option Plan dated 0000 Xxxxxxxxx 7(b)(5). (Note: 25,000 stock options that
were issued on May 9, 1995 and will expire on May 8, 2000).
4. Xx. Xxxxxxx will be credited for pension plan purposes with full time
employment for your entire severance pay period. You are entitled to a
future pension benefit from the EEC Retirement Plan at age 65.
5. On April 1, 2000, Xx. Xxxxxxx will be paid for all your unused vacation for
calendar year 2000.
6. (i) For a term expiring on March 31, 2001, Xx. Xxxxxxx will not engage in,
acquire any interest in, become employed by, or provide consulting services
to, or otherwise participate in, either directly or indirectly, other than
through the ownership of publicly traded stock, any other business in
competition with the business of Company. The Company's "business" shall be
limited to the businesses that the Company is in at the time of the signing
of this Agreement. It is understood, however, that the limitations of this
paragraph do not preclude Xx. Xxxxxxx from performing consulting services
for electric utility companies which are customers of the Company, or from
accepting employment by corporations (for example ABB) which have, among
their various businesses or business units, businesses or business units
which are in competition with the Company, so long as Xx. Xxxxxxx is not
directly responsible for such businesses or business units during the
period ending March 31, 2001. In any event, however, the restrictions
contained in paragraph (ii) below will remain in full force and effect.
(ii) Xx. Xxxxxxx will not disclose to any person or other entity any trade
secrets, customer or supplier names, computer programs, cost and pricing
data, product development efforts, now-how and show-how, proposal and
contract management strategy, and other confidential technical or financial
information concerning the business or affairs of the Company, which he has
acquired in the course of or as an incident to his employment by the
Company. It is specifically agreed that the provisions of this paragraph
6(ii) will survive the end of the payout period.
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7. This Agreement constitutes the entire understanding of Company and Xx.
Xxxxxxx with respect to the separation of Xx. Xxxxxxx from the Company.
IN WITNESS WHEREOF, the parties have caused this Separation and Non-
Competition Agreement to be executed on the date indicated below, and have
hereunto set their hand and seals.
ATTEST:
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chairman Compensation Committee
WITNESS:
/s/ Xxxxxx X. Xxxxxxx /s/ X.X. Xxxxxxx
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X.X. Xxxxxxx
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