EXHIBIT 10.4
AGREEMENT BETWEEN TCI AND XXXXXX XXXXXXXXXX
Date: July 29, 1996
POSITION: President And Chief Executive Officer of Total
-------- Containment Inc. (TCI).
DUTIES: All of the company's worldwide activities, as well as
------ those of its subsidiaries, including the hiring of
personnel, the development and management of
budgets, financing, the development of the future
corporate mission, dealings with the board of
directors and shareholders, etc. The person in this
position reports directly to the board of directors.
SALARY: US$300,000 per year, payable according to the
------ company's practice as regards salaried executives.
OPTIONS: Grant of one option to purchase 225,000 shares at
------- market price on September 3, 1996, which option
may be exercised in whole or in part until September
3, 2001, as follows: a first portion of 75,000 shares as
of September 3, 1997, a second portion of 75,000
shares as of September 3, 1998 and a final portion of
75,000 shares as of September 3, 1999, or as of an
earlier date under the circumstances described
hereinafter.
TERM: Except in the event of the voluntary departure or
---- resignation of Xxxxxx Xxxxxxxxxx, the term of the
contract shall be a minimum of three (3) years,
beginning September 3, 1996. This term shall be
extended for an additional year upon each anniversary
date as of the first anniversary date, unless TCI sends
a written note of non-renewal to Xxxxxx Xxxxxxxxxx
prior to such anniversary date.
Nevertheless, TCI shall be entitled to terminate this
contract for cause. TCI shall also be entitled to
terminate this contract any time by giving a written
notice to Xxxxxx Xxxxxxxxxx, provided that TCI
immediately pays to Xxxxxx Xxxxxxxxxx a sum equal to the
total salary which TCI would have been obliged to
pay to him for the unexpired portion of the term, TCI
-2-
continues to pay for the insurance coverage until the
end of the unexpired portion of the term, and provided
Xxxxxx Xxxxxxxxxx is entitled to exercise all the
options which shall have been granted to him in order
to purchase all the shares covered by such options, even
if the exercise dates or the conditions precedent to
such exercise have not yet arrived or occurred, such
exercise right to extend for a period of twelve (12)
month following the company's notice.
The sale of all or a material portion of the business,
the amalgamation of TCI with another company, any change
of control of TCI or its main shareholder, or the
reduction of the duties assigned to Xxxxxx Xxxxxxxxxx
may be treated by Xxxxxx Xxxxxxxxxx as a notice of
resiliation of the contract by TCI upon Xxxxxx
Xxxxxxxxxx simply giving a written confirmation thereof
to TCI, in which case the above-mentioned effects shall
result.
OTHER MATTERS: TCI undertakes to provide or pay for the following
------------- items:
- business expenses in accordance with the usual
industry standards for this type of position;
- United States work permit;
- travel between Montreal and TCI;
- lodging in Philadelphia/OAKS;
- car leasing and expenses;
- insurance (life, disability, health,
hospitalization, medical care and dental care)
providing the same benefits and privileges in the
United States as those available to a chief
executive officer of a company in Quebec;
- in the event of a relocation: relocation,
transportation and brokerage costs; return trip
to Montreal;
-3-
- financial consultant;
- social/business club.
DATE: August 14, 1996
/s/ Xxxxxx Xxxxxxxxxx
------------------------------
XXXXXX XXXXXXXXXX
DATE: Aug. 28, 1996
/s/ Xxxxxx Xxxxx
-----------------------------
TOTAL CONTAINMENT INC.
