Exhibit 10.6
CLEAN DIESEL TECHNOLOGIES, INC.
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of April, 2002 by and between Clean Diesel
Technologies, Inc., a Delaware corporation of 000 Xxxxxxxx Xxxxxx, Xxxxxxxx XX
00000 (the "Company"), and R. Xxxx Xxxx (the "Employee") of 0000 Xxxxxxxxxx
Xxxx, Xxxx Xxxxxxx Xxxx 00000.
WHEREAS, the Company desires certain services and Employee desires to
contract with the Company to perform such services;
NOW THEREFORE, in consideration of the mutual covenants below, the parties
hereto agree as follows:
Term: This Agreement shall commence as of April 1, 2002, (the
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"Commencement Date") and shall continue until terminated by either party as
provided below.
Scope of Work; Title: On the Commencement Date, Employee shall be Vice
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President - Sales and Marketing 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 President of the Company. "Full
time" shall mean no other substantial outside business activities.
Salary; Benefits: The Company agrees to pay Employee for his services the
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initial base salary of One Hundred Sixty Thousand Dollars ($160,000) per year,
according to the Company's customary procedures from time to time in effect and
not less often than monthly. Employee shall be entitled to participate from
time to time in such benefit programs as the Company may customarily extend to
its officers as a class. This agreement may not be construed to prevent the
Company from rescinding any such benefit for Employee so long as such rescission
applies to officers of the Company as a class.
Stock Option. The Company shall also by separate agreement as and when
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authorized by the Board of Directors of the Company (the "Board"), grant,
pursuant to the terms of the Company's 1994 Incentive Plan, to Employee a stock
option to purchase Fifty Thousand (50,000) of the Company's common shares.
Expenses: Employee shall be reimbursed by the Company for all ordinary and
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necessary out of pocket expenses incurred by Employee in performing his
services. Such expenses shall be reported by Employee on the Company's
customary form of expense report and submitted for approval to the Company
pursuant to its policies from time to time in effect.
Termination of Employment: Cause. The Company may at any time terminate
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this Agreement for Cause. "Cause" shall mean, in the sole judgement of the
Board, conviction of the Employee under, or a plea of guilty by the Employee to,
any state or Federal felony charge (or the equivalent thereof outside of the
United States); any instance of fraud, embezzlement, self dealing, xxxxxxx
xxxxxxx or similar malfeasance with respect to the Company regardless of amount;
substance or
alcohol abuse; or other conduct for which dismissal has been identified by the
Company to its employees in writing as a potential disciplinary measure.
Disability. The Company may terminate this Agreement upon the
physical disability of Employee, if the Board shall determine that, as a result
of physical disability, Employee has for a period of six months been
substantially absent from his customary place of work and unable to perform his
customary duties.
At Will. Either of Employee or Company may terminate this agreement
on written notice one to the other at any time. Where Employee shall terminate
this agreement by resigning his employment, he shall provide ninety (90) days
written notice thereof to the Company. Where the Company shall so terminate
this agreement, the Company shall provide Employee with six (6) months written
notice thereof or salary and benefit continuation in lieu of notice for a sixty
(60) day period.
Discoveries and Inventions: (a) All patentable and unpatentable
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inventions, discoveries and ideas which are made or conceived by Employee 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, whether or not still employed by the
Company or during the term of this agreement or not, will assist the Company, or
its designee, in making application for Letters Patent in any country in the
world. Employee further agrees at ther Company's expense 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 are 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 signed by an authorized official of
the Company by which it specifically states it intends to be bound in such
respect.
Proprietary Information: Employee will not at any time, either during the
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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 formulations, patent
applications, devices, structures, machines, processes, trade secrets,
disclosures, data, know-how, business opportunities, marketing plans, forecasts,
unpublished financial statements, budgets, and information concerning prices,
costs, employees, customers, suppliers and products. Employee's undertakings
and obligations under this Paragraph 7 will not apply to any Proprietary
Information which is or becomes generally known to the public through no action
on the part of Employee. Upon termination of this Agreement or at any other
time upon request, Employee will promptly deliver to the Company all notes,
memoranda, notebooks, drawings, designs, three dimensional figures, photographs,
layouts, diagrams, records, reports, files, computers and other documents or
data storage material (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. Employee also agrees not to disclose to the Company any proprietary
information of any third party which he is obligated to maintain in confidence.
Unfair Competition: Following the termination of Employment for any
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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. Employee shall not during the two-year period following Employee's
termination of employment with the Company (i) undertake employment with a
competitor of the Company or its subsidiaries or affiliates (ii) with
responsibilities in a line of business substantially similar to that in which
Employee provided services to the Company and (iii) in a position where there is
a reasonable probability that Employee would make use of the Company's
Proprietary Information. For 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. 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.
Assignment: This Agreement may not be assigned by either party without the
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prior written consent of the other party.
Continuing Obligations: The Employee's covenants set forth in Sections 7,
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8 and 9 above shall continue according to their terms following the termination
of this Agreement.
Governing Law; Injunctive Relief; Waiver of Jury Trial and Bond. This
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agreement, and any and all disputes between the parties hereunder or arising out
of Employee's employment, shall be governed by and interpreted under Connecticut
law applicable to contracts to be entirely performed within that State without
regard to the conflicts of laws rules of that State and shall be determined
exclusively in the Superior Court of Connecticut Stamford/Norwalk District or
the Federal District Court for the District of Connecticut and the Parties
hereby submit to the jurisdiction of those courts. Employee admits that breach
of his covenants hereunder regarding the Company's Proprietary Information is
likely to cause serious economic injury to the Company which is not capable of
estimation and for which damages may be inadequate. Accordingly, the Company
may, in any jurisdiction, seek a restraining order and/or injunctive relief and
related damages in the enforcement of its rights under Sections 7, 8 and 9
above. The parties hereby waive trial by jury in any proceeding in any
jurisdiction and also waive all requirements of bond, including with respect to
appeals, in any proceeding in any jurisdiction.
Exclusivity. Employee's rights to salary continuation hereunder shall be
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to such extent in lieu of any severance benefits provided under policies of the
Company from time to time in effect.
Notices. All notices hereunder shall be in writing and shall be deemed
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effective upon receipt if hand delivered or if sent by facsimile and
acknowledged electronically or by courier and acknowledged. Notices by mail
shall be deemed received three days after delivery, if sent first class postage
prepaid return receipt requested. 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 Commencement Date.
Employee Clean Diesel Technologies, Inc.
/s/ R. Xxxx Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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