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EXHIBIT 10.20
ANNEX IX-C
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this
day of , 1995 by and between Wedco Technology, Inc. ("the Employer"),
a wholly owned subsidiary of Xxxxxxxxxx International, and Xxx Xxxx, an
individual ("the Employee"), who agree as follows:
1. Employment. The Employer agrees to continue to employ the
Employee, and the Employee agrees to continue to be employed by the Employer,
on the terms and conditions set forth in this Agreement.
2. Position and Duties. The Employee shall serve in the position
of Manager of Human Resources and shall have such responsibilities and
authority in accordance with that position, including payroll and compensation;
employee benefits; personnel; risk management; administering and ensuring
compliance with company policies and procedures.
3. Term. This Agreement shall commence on the date first
written above and its initial term shall end on December 31, 1996. Unless the
Employer shall deliver notice to the Employee sixty (60) days prior to the
expiration of such initial term or any subsequent term of a desire not to renew
this Agreement, this Agreement shall be renewed for successive renewal terms of
one year each commencing January 1 and ending December 31 of the succeeding
year.
4. During the period of the Employee's employment, the Employer
shall provide him with the following compensation and other benefits:
(a) Salary. The Employer shall pay to the Employee a
salary at the rate of not less than $49,200.00 per annum, payable in
accordance with the standard payroll practices of the Employer. This
salary may be
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increased (but not decreased) from time to time by the Employer and,
if so increased, shall not thereafter be decreased.
(b) Other Benefits. The Employee shall participate in all
employee benefit, health, welfare, bonus, stock option and all other
compensation plans available to executive employees and officers of the
Employer. This includes all such plans and benefits currently in
effect and all which are made available by the Employer in the future
to its executives. Nothing paid to the Employee under any plan or
program presently in effect or made available in the future shall be
deemed to be in lieu of the salary payable pursuant to Section 4(a)
above.
(c) Expenses. The Employee shall be entitled to prompt
reimbursement of all reasonable expenses incident to his employment,
provided that the Employee incurs and properly accounts for such
expenses in accordance with the Employer's policies.
(d) Vacation. The Employee shall be entitled to receive
three (3) weeks of vacation during calendar year 1996 and thereafter
shall be entitled to the number of weeks of vacation per year in
accordance with the Employer's policies, but in no event less than
three (3) weeks per year.
5. Proprietary Information.
(a) The Employee acknowledges that in the course of his
employment by the Employer, he has, is or may be making use of, acquiring or
adding to confidential information of a special and unique nature and value
relating to such matters as the Employer's trade secrets, know-how, systems,
programs, developments, designs, procedures, manuals, confidential reports and
communications, and lists of customers and clients. The
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Employee understands that any information and materials received by the
Employer at any time from third parties in confidence (or subject to
nondisclosure or similar covenants) shall also be deemed to be and shall be
confidential information. The Employee hereby confirms that he has not and
shall not, except with the prior written consent of the Employer, or except as
he is acting as an employee of the Employer solely for the benefit of the
Employer in connection with the Employer's business practices and employee
practices, at any time during or following the termination of this Agreement,
directly or indirectly, disclose, divulge, reveal, report, publish, transfer or
use, for any purposes whatsoever, any of such confidential information which
has been obtained by or disclosed to him as a result of his employment with the
Employer.
(b) The Employee will immediately notify the Employer about
and assign, transfer and set over to the exclusive benefit of the Employer any
patent, trademark, copyright, invention, product design, works of authorship,
product improvement, or technological innovation which the Employee conceives,
develops, creates, obtains, or learns in whole or in part while employed by the
Employer and relating, directly or indirectly, to any of such confidential
information; and the Employee agrees upon request to, without additional
compensation but at no expense to the Employee, execute and assent to any
application, assignment, license, or other legal documents necessary for the
Employer to enjoy fully all rights assigned under this Agreement.
6. Covenant Not to Compete. During the term of the Employee's
employment with the Employer hereunder, and for a period of one (1) year after
the termination of such employment for any reason or for no reason, or after
the expiration of the term of this Agreement, the Employee shall not,
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directly or indirectly, without the prior written consent of Employer, solicit
the employment, consulting or other services of any other employee Employer or
otherwise induce any of such employees to leave such employment or to breach an
employment agreement therewith.
The Employee acknowledges that the Employer would be injured
irreparably in a manner not adequately compensated by money damages in the
event of a breach or threatened breach by the Employee of this non-competition
covenant, and therefore agrees that, in the event of such breach or threatened
breach, the Employer shall be entitled, without limiting or other prejudice to
its other rights and remedies, to a temporary restraining order, a preliminary
injunction and other equitable relief, all without the need to post bond or
other security.
7. Termination.
(a) By Employer for Cause. The Employer may terminate the
Employee's employment for "cause" which shall be defined as (a) the Employee
willfully engages in conduct which involves dishonesty or moral turpitude in
connection with his employment, or is demonstrably and materially injurious to
the financial condition or reputation of the Company; (b) the Employee engages
in willful and intentional misconduct or breach of any of his fiduciary duties
to the Company, which misconduct or breach has a material adverse effect on the
Company, financial or otherwise; (c) the Employee willfully refuses or fails to
discharge his duties and responsibilities; or (d) the Employee willfully
discloses confidential and proprietary information or trade secrets of the
Company. An act or omission shall be deemed "willful" only if done, or omitted
to be done, in bad faith and without reasonable belief that it was in the best
interest of the Company.
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The Employer shall exercise its right to terminate the
Employee's employment for cause by giving him a written notice of termination
specifying in reasonable detail the circumstances constituting such cause, and
specifying such date of termination as the Employer shall determine. The
Employee shall not be entitled to receive any separation or severance pay or
benefits if terminated for "cause" as so defined.
(b) By Employer Other than for Cause. The Employer may
terminate this Agreement without cause by giving the Employee at least sixty
(60) days written notice prior to the expiration of the initial or any
subsequent term of a desire not to renew this Agreement. If the Agreement is
so terminated by the Employer, the Employee shall receive (without duplication)
an amount equal to eight (8) months of the Employee's current base salary plus
all annual incentives earned by the Employee during the previous year. Such
amount shall be paid over the course of eight (8) months in accordance with the
Company's regular payroll practices and with all appropriate withholding
deductions. The amount should be paid to the Employee's heirs and
beneficiaries in the event that the Employee dies during such eight month
period. The Employee also shall be entitled to receive all regular Company
benefits during such eight month period; however, all Company benefits shall
discontinue upon the commencement of similar benefits for the Employee in
connection with other full time employment obtained by the Employee subsequent
to termination.
(c) By the Employee for Good Reason. The Employee may
terminate his employment for good reason if (i) the Employee's title, duties
and responsibilities are decreased in any material way, (ii) the Employer
requires that the Employee relocate more than 50 miles from his present place
of employment, or (iii) the Employer fails in any material respect to comply
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with this Agreement so long as the Employee is not then in material breach of
his duties and obligations under this Agreement. The Employee shall exercise
his right to terminate his employment for good reason by giving the Employer
written notice of termination specifying in reasonable detail the circumstances
constituting such good reason. In that event, the Employee shall be entitled
to the eight months of separation pay and benefits specified in sub-Section (b)
above.
(d) By the Employee Other than for Good Reason. The
Employee may terminate his employment at any time and for any reason, without
good reason, by giving the Employer a written notice of termination at least
thirty (30) days prior to the effective date. In such event, the Employee
shall receive no separation pay or benefits.
8. Indemnification. The Employer will pay all costs of suits
(including reasonable attorneys' fees) and any damages incurred by the Employee
on matters relating to the Employer, to the extent set forth in the Employer's
Articles, By-Laws and/or Corporate Resolutions.
9. Binding Agreement. This Agreement shall be binding upon any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Employer, in the same manner and to the same extent that the Employer would be
required to perform it if no such succession had taken place. This Agreement
and all rights of the Employee under it shall inure to the benefit of, and
shall be enforceable by, the Employee's legal representatives. If the Employee
should die while any amounts remain payable to him, then all such amounts shall
be paid to his designated beneficiaries or, if there be no such beneficiaries,
to his Estate.
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10. Notice. Any written notice required by this Agreement shall be
properly given if by personal delivery or registered or certified mail, return
receipt requested, to the Employee's immediate supervisor (if to the Employer)
or to the Employee's last known address (if to the Employee).
11. Governing Law and Venue. This Agreement shall be construed and
governed by the laws of the State of New Jersey, irrespective of whether either
party now or in the future is located or resides in another jurisdiction. Any
litigation with respect to this Agreement shall be venued in a Court of
competent jurisdiction in New Jersey.
12. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision.
13. Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties with respect to the subject matter
contained in it, and supersedes all previous negotiations, agreements or
representations, whether oral or written. This Agreement may not be released,
discharged or changed in any manner, except in a writing signed by the parties.
No waiver of any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach.
IN WITNESS WHEREOF, the parties have executed this Agreement of the
date first written above.
WEDCO TECHNOLOGY, INC.
BY: _____________________________
/s/ XXX XXXX
_____________________________
Xxx Xxxx Employee
