STAY BONUS AGREEMENT [under age 40]
Agreement ("Agreement") made this day of November, 1997, between
PureTec Corporation ("Employer") and ("Employee").
The parties agree as follows:
1. In view of the contemplated purchase of Employer's stock by
Tekni-Plex, Inc. ("Tekni-Plex"), and in order to provide a successful transition
of ownership and management, Employer has agreed to provide a stay bonus
(pursuant to the terms and conditions set forth herein), as an incentive to
Employee to remain in its employ.
2. Subject to the terms and conditions provided herein, the amount of
the stay bonus which Employee is eligible to receive is $ , less normal
deductions (the "Stay Bonus").
3. In order to earn and be entitled to receive the Stay Bonus, the
following conditions must be met by Employee:
a. Employee must remain in Employer's employ at least 45
days after the merger between Employer and Tekni-Plex
is effective. If Employee voluntarily resigns or is
terminated for cause during the 45 days after the
merger between Employer and Tekni-Plex is effective,
Employee will not be eligible to receive the Stay
Bonus. Employee will receive the Stay Bonus if,
during 45 days after the merger between Employer and
Tekni-Plex is effective, Employee is terminated
without cause.
b. Employee must regularly report for work and promote
the interests of Employer.
c. Employee will use Employee's full time and efforts in
the discharge of Employee's assigned services and
duties. Employee will at all times faithfully and
industriously and to the best of Employee's ability,
experience and talents perform all of the services
and duties that may be required to the satisfaction
of Employer. Such services and duties shall be
rendered at such place or places as Employer shall
require, or as the interests, needs, business and
opportunities of Employer shall require or deem
advisable.
4. The Stay Bonus will be paid to Employee after 45 days following the
date that the merger between Employer and Tekni-Plex is effective.
5. Participation in this Stay Bonus Agreement will not be a cause to
disqualify an Employee from participation in any Severance Pay Plan for which
the Employee might otherwise be eligible.
6. After the 45 days following the merger between Employer and
Tekni-Plex is effective, Employee shall be employed by Employer on an at-will
basis, and may be terminated at any time, with or without cause or notice.
7. Dispute Resolution Procedure. If a Claim (as defined below) arises,
whether or not arising out of Employee's employment, termination of employment,
or otherwise, that the Employer may have against Employee, or that Employee may
have against the Employer or against its parent, subsidiaries, affiliated
entities of any of the foregoing, the shareholders, officers, directors,
employees, agents or any other representatives of any of the foregoing, such
Claim shall be resolved in accordance with the procedure set forth below. A
Claim must be processed in the manner set forth below, otherwise the Claim shall
be void and deemed waived even if there is a federal or state statute of
limitations which would allow more time to pursue the Claim.
a. Within one (1) year from the date that the aggrieved
party knew or should have known of the facts that
gave rise to the Claim, the aggrieved party must give
written notice of the Claim to the other party
hereto. The parties will hold informal discussions
and attempt to resolve the Claim. If written notice
of the Claim is not given within the one (1) year
period, the Claim will be deemed to be time- barred.
b. If the Claim is not resolved within 30 days after
written notice of the Claim was given pursuant to
paragraph 6.a., the parties agree to immediately
participate in good faith in a mediation conducted
pursuant to the Employment Dispute Resolution Rules
of the American Arbitration Association ("AAA"). If
the mediation fails to resolve the Claim, either
party may initiate arbitration by serving upon the
other party written Demand for Arbitration and by
filing the Demand for Arbitration in conformance with
the rules of the AAA. The written Demand for
Arbitration must be served within 45 days after the
conclusion of the mediation.
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c. The written Demand for Arbitration shall describe the
factual basis of all Claims asserted, and shall be
served upon the other party hereto by certified or
registered mail, return-receipt requested. If Demand
for Arbitration is not served within the applicable
time period, the Claim will be deemed to be
time-barred.
d. Written notice or Demand for Arbitration, or both, to
Employee will be mailed to Employee's address as it
appears in the Employer's records. Written notice or
Demand for Arbitration, or both, to the Employer, or
its officers, directors, employees or agents, shall
be sent to: Tekni-Plex, Inc., 000 Xxxxxxxxxx Xxxxxxx,
Xxxxxxxxxx, XX 00000, Attention: Dr. F. Xxxxxxx
Xxxxx.
e. The arbitration shall be conducted in accordance with
the then-current National Rules for the Resolution of
Employment Disputes of the AAA before a single
arbitrator.
(1) At least fourteen (14) days before the
arbitration, the parties must exchange lists of witnesses, including any
experts, and copies of all exhibits intended to be used at the arbitration.
(2) The arbitrator will have no authority to:
(a) adopt new Employer policies or procedures; (b)
modify this Agreement or existing Employer policies, procedures, wages or
benefits; or (c) in the absence of a written waiver pursuant to paragraph 6.k.,
below, hear or decide any matter that was not processed in accordance with this
Agreement. The arbitrator shall have exclusive authority to resolve any Claim,
including, but not limited to, any contention that all or any part of this
Agreement is void or voidable. The arbitrator will have the authority to award
any form of remedy or damages that would be available in a court of law.
(3) The parties shall each pay one-half of the
fees of the American Arbitration Association and the
arbitrator. The parties will pay their own attorneys' fees and expenses
associated with the arbitration.
f. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT
TRIAL. THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY
CLAIM IS ARBITRATION AS PROVIDED IN THIS AGREEMENT.
Subject to paragraph 6.i., neither party shall
initiate or prosecute any lawsuit in any way related
to any Claim covered by this Agreement. To the extent
permitted by law, Employee agrees not to initiate or
prosecute
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against Employer any administrative action (other
than an administrative charge of discrimination) in
any way related to any Claim covered by this
Agreement.
g. The arbitration will be conducted in private, and
will not be open to the public or the media. The
testimony and other evidence presented, and the
results of the arbitration, unless otherwise agreed
to in writing by both parties, are confidential and
may not be made public or reported in any way or
through any means, including, but not limited to, any
news agency or legal publisher or service, except
pursuant to a court order, provided that Employer or
Employee shall give written notice, as soon as
reasonably practicable after it becomes aware or
should have become aware of any judicial proceeding
to enable the other to seek a protective order before
disclosure occurs.
h. The arbitrator shall render a written decision and
award (the "Award"), which shall set forth the facts
and reasons that support the Award. The Award shall
be final and binding on Employer and Employee.
i. The term "Claim" is defined to include, but is not
limited to, controversies relating to: compensation
or benefits, breach of any contract, torts,
discrimination under state, federal or local law; and
violation of any federal, state, or other
governmental law, statute, regulation, or ordinance.
However, this Dispute Resolution Procedure shall not
apply to any Claim for workers' compensation or
unemployment benefits. Claims by Employer for
injunctive and/or other equitable relief for any
Claim including, but not limited to, (i) unfair
competition, (ii) the use and/or unauthorized
disclosure of proprietary information, or (iii) the
solicitation or influence of Employer's employees,
may at Employer's election be brought either in
arbitration or in a court. If Employer seeks
injunctive relief in court, it may then proceed with
arbitration under this Agreement.
j. For the purpose of this paragraph 6, the term
"Employer" is defined to include PureTec and
Tekni-Plex, and their shareholders, officers and
directors, their parent and all subsidiary and
related or affiliated entities and their
shareholders, officers and directors, all benefit
plans, the benefit plans' sponsors, fiduciaries,
administrators, affiliates, and all successors and
assigns of any of them.
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k. Either party, in their sole discretion, may, in
writing, waive, in whole or in part, the other's
failure to follow any time limit or other requirement
set forth in this Agreement. Any such waiver shall
not be deemed the waiver of any other time limit or
requirement or any subsequent failure to follow any
time limit or other requirement.
8. Employee, for Employee and for Employee's heirs, executors,
administrators, successors, and assigns, does hereby fully and forever release
and discharge Tekni-Plex and PureTec, and their parent, affiliated and
subsidiary corporations and related entities, including its, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which Employee now
owns or holds or has at any time before this date owned or held against any of
them, including, but not limited to, any and all claims, demands, causes of
action, charges, and grievances: (1) which are alleged about, set forth in,
arise out of, or are in any way connected with any transactions, occurrences,
acts or omissions concerning any loss, damage or injury whatsoever resulting
from any act committed or omission made prior to the effective date of this
Agreement; (2) which are alleged about, set forth in, arise out of, or are in
any way connected with Employee's employment with Employer, or the termination
of Employee's employment with Employer; or (3) which are related to or concern
(i) violation of local, state or federal law, including but not limited to the
Worker Adjustment and Retraining Notification Act ("WARN"); and (ii) wrongful
termination, breach of the covenant of good faith and fair dealing, intentional
or negligent infliction of emotional distress, defamation, invasion of privacy,
breach of employment contract, fraud or negligent misrepresentation, or any
other tort cause of action. Any and all benefits and amounts paid to or on
behalf of Employee shall apply toward any obligation of Employer under WARN, if
any.
9. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extent
permitted by law, and the invalid or unenforceable term will be deemed amended
and limited in accordance with the intent of the parties, as determined from the
face of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision.
10. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and
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agreements proposed or otherwise, whether written or oral, concerning the
subject matter of this Agreement. This is an integrated document.
NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE AGREEING
THAT ALL DISPUTES WILL BE DECIDED BY NEUTRAL
ARBITRATION, AND YOU ARE GIVING UP YOUR RIGHT TO A JURY
TRIAL OR COURT TRIAL
(SEE PARAGRAPH 7.f.).
DATE:
(Employee Signatu)
DATE:
PureTec Corporation
By:
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