EXHIBIT 10.31
EMPLOYMENT AGREEMENT
(Xxxxxxx Xxxxxxxxx)
THIS AGREEMENT is entered into effective the 10th day of November, 1998
by and between EMCON, a California corporation ("Employer"), and Xxxxxxx
Xxxxxxxxx ("Employee").
RECITALS
WHEREAS, the parties hereto desire to set forth the terms of Employee's
continued employment with Employer.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Duties. Employer shall employ Employee as a Vice President of
Employer responsible for the North Area of Employer's Professional Services
Division as presently configured (inclusive of all office locations, Wehran of
Puerto Rico, Airbank, the Clean Harbors alliance and the Xenergy alliance),
reporting directly to Employer's Chief Executive Officer and with such duties
and responsibilities as are typical for an officer in a similar role.
2. Term. Employee's employment pursuant to this Agreement will commence
on the date hereof and continue through January 3, 2002; provided, however, that
(i) this Agreement (except Section 7 hereof) shall terminate and be of no
further force or effect at the election of Employee, upon violation by Employer
of its obligations hereunder or upon ninety (90) days advance notice by Employee
at any time after December 31, 1999, and (ii) this Agreement (except Sections 6
and 7 hereof) shall terminate and be of no further force or effect at the
election of Employer upon termination of Employee's employment for cause
pursuant to Section 5, below.
3. Compensation.
(a) Employer shall pay Employee a base salary equivalent to
$140,000 per year, in equal bi-weekly installments (less applicable
withholding), which salary may be adjusted upward, from time to time during the
term of this Agreement by Employer's Board of Directors.
(b) During Employee's full time employment with Employer,
Employee shall be entitled to participate in all applicable benefit plans and
bonus programs generally available to employees of Employer
(c) On the first regular pay day of January 1999 and on the
first regular pay day of each applicable year of the term of this Agreement
(i.e. January 2000, January 2001, and January 2002). Employer shall pay Employee
a cash bonus of $50,000 per installment less applicable withholdings.
4. Extent and Place of Services. During Employee's full time employment
with Employer, Employee agrees to devote Employee's full business time to
employment with Employer. Employer shall
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not transfer or relocate Employee from Employer's office in New Hampshire during
the term hereof without the approval of Employee. In the event of a relocation,
Employee shall be entitled to receive relocation assistance consistent with
Employer's relocation policy.
5. Termination of Employment. Employee's employment under this
Employment Agreement shall not be terminated without good cause shown. Dismissal
for cause is intended to embrace intentional or grossly negligent conduct on the
part of Employee which is materially detrimental to the operations and/or
reputation of Employer. By way of illustration such actions would include (but
would not be limited to) material breach of Employee's obligations under this
Employment Agreement, and/or conviction of a crime (other than minor infractions
such as parking or similar traffic violations), moral turpitude and revocation
by the applicable licensing authority of professional licenses (if any) material
to Employee's ability to perform Employee's employment obligations.
6. Covenant Not to Compete. In consideration for the hiring of Employee
by Employer during the term of this Agreement, Employee shall not render any
services or engage in any activities which are competitive with Employer's
activities in any other state in which Employer conducts business. In the event
of any breach of the foregoing covenant, the Employee acknowledges that
Employer's remedies at law will be inadequate and Employer shall be entitled to
seek injunctive relief, as well as any rights Employer may have at law or in
equity, including any rights regarding the misuse of confidential or proprietary
information.
7. Confidentiality. Employee agrees to keep confidential and not
disclose or make any use of any confidential or proprietary information of
EMCON, except for EMCON's benefit, at any time either during or subsequent to
Employee's employment. Confidential or proprietary information is subject matter
pertaining to any business of EMCON or any of their clients, consultants or
affiliates which Employee may produce, obtain, become aware of or otherwise
acquire during the course of employment which is not public knowledge.
8. Miscellaneous.
(a) This Agreement and each of its provisions shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors, representatives, and assigns.
(b) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware as applied to transactions
between Delaware residents wholly within the State of Delaware. If any provision
of the Agreement is held invalid or unenforceable for any reason, the parties
hereto agree that such invalidity will not affect the remaining provisions of
this Agreement.
(c) This Agreement constitutes the entire Agreement between
the parties with respect to the subject matter hereof and it hereby supersedes
any and all prior agreements or understandings between the parties with respect
to such subject matter. This Agreement may not be amended or changed except by
an instrument in writing signed by the parties hereto.
(d) This Agreement may be executed in one or more
counterparts, each of which shall be an original instrument, but all of which
together shall constitute one and the same instrument.
(e) The headings of this Agreement have been inserted for
convenience of reference only and shall in no way restrict or otherwise modify
any of the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMPLOYER: EMPLOYEE:
EMCON, a California corporation
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxxxx
---------------------------- ---------------------
Title: President & Chief Executive Officer Xxxxxxx Xxxxxxxxx
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