Exhibit 10t
EMPLOYMENT AGREEMENT
AGREEMENT made as of the date set forth below by and between Xxxxx X.
Xxxxxxxxx, 000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 ("Employee") and Clean
Diesel Technologies, Inc., a Delaware corporation (the "Company"), having a
place of business at Xxxxx 000, 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
WHEREAS, the Company desires certain services for itself and Employee
desires to contract with the Company to perform such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
recited, the sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
1. Term: This Agreement shall commence on August 1, 1996, and shall
continue thereafter until terminated by either party as provided below.
2. Scope of Work: Title: Employee shall be appointed as the Executive
Vice President and Chief Operating Officer of the Company. The Company
shall also during the term of this agreement cause Employee annually to be
nominated as a director 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 and Chief
Executive Officer. "Full time" shall mean no other substantial outside
business activities.
3. Salary: Benefits: The Company agrees to cause Employee to be paid
for his services hereunder at the rate of US$220,000.00 per year. Employee
to be paid such amounts by the Company according to its normal and
customary procedures from time to time in effect but 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 other benefit programs for Employee so long as such rescission
applies to officers as a class.
4. Expenses: Employee shall be reimbursed by the Company for all
ordinary and necessary out-of-pocket expenses incurred by Employee in
performing his services hereunder. Such expenses to be reported from time
to time by Employee on the Company's customary form of expense report and
submitted for approval of the Company.
5. Termination of Employment: (a) Just Cause. The Company may at any
time terminate this agreement for Just Cause. Just Cause shall mean
conviction of the employee under, or a plea of guilty by the Employee to,
any charge which would constitute a felony under the laws of Connecticut;
any instance of fraud, embezzlement, self-dealing, xxxxxxx xxxxxxx or
similar malfeasance with respect to the Company; or substance abuse which
shall, in the sole discretion of the Board of Directors of the Company,
limit Employee's performance of his duties.
(b) Disability. The Company may terminate this agreement upon the
physical disability of Employee. If the Directors shall determine that, as
a result of physical disability Employee has for a continuous period of six
months been substantially absent from his customary place of work and
unable to perform his customary duties.
(c) At Will. Either of Employee or Company may terminate this
agreement on written notice one to the other. Where Employee shall
terminate this agreement by resigning his employment, he shall provide
twelve month's written notice thereof to Company. Where Company shall
terminate this agreement, Company shall provide salary and benefit
continuation (in the amount and of the nature then enjoyed by Employee) to
the Employee month-to-month for a period of one year, or until Employee
shall sooner find other substantially comparable employment.
6. Discoveries and Inventions: (a) All patentable and unpatentable
inventions, discoveries and ideas which are made or conceived by Employee
during the term of his employment, and which are based upon or arise out of
Employee 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 will assist the Company, or its designee, in making application
for Letters Patent in any country in the world. Employee further agrees 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 be
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 assigned by an authorized official of the
Company by which it specifically states it intends to be bound in such
respect.
7. Proprietary Information: Employee will not at any time, either
during the 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 devices, structures, machines, data, know-how,
business opportunities, marketing plans, forecasts, unpublished financial
statements, budgets, licenses and information concerning prices, costs,
employees, customers and suppliers. Employee's undertakings and obligations
under this Paragraph 7 will not apply to any Proprietary Information which:
(a) is or becomes generally known to the public through no action on part
of the Employee or (b) is generally disclosed to third parties by the
Company or any of its subsidiaries or affiliates without restriction on
such third parties. Upon termination of this Agreement or at any other time
upon request, Employee will promptly deliver to the Company all notes,
memoranda, notebooks, computer disks, drawings, designs, three dimensional
figures, photographs, layouts, diagrams, records, reports, files and other
documents (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 or a subsidiary or an affiliate of the
Company.
8. Non-Competition: Following the termination of Employment for any
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. For a two-year period after termination of employment
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, its subsidiaries or affiliates, 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 Employee admits that
breach of his covenants hereunder regarding the Company's Proprietary
information is likely to cause serious economic injury to the Company.
9. Assignment: This Agreement may not be assigned by either party
without the prior written consent of the other party.
10.Continuing Obligations: The Employee's covenants set forth in
Sections 6, 7, and 8 above shall continue according to their terms
following the termination of this Agreement, and, notwithstanding the
provision for arbitration below, such covenants may at any time be
judicially enforced by the Company by Injunction.
11.Governing Law: Arbitration. This agreement, any and all disputes
hereunder or the interpretation hereof or any claim by Employee against the
Company shall be governed by and interpreted under Connecticut procedural
and substantive law, and thirty (30) days after notice, shall be determined
solely by arbitration before a single arbitrator in Stamford, Connecticut,
under the employment rules of the American Arbitration Association in
effect as of the date of this agreement or otherwise agreed by the parties.
The arbitrator shall have no power or authority to award exemplary or
punitive damages or any statutory or compounded damages and shall render
his award in writing setting forth the basis of his determination. The
award of the arbitrator shall be based on the terms of this agreement and
the law. Such award shall be final and binding and may be entered into and
enforced in any Court having jurisdiction.
12.Exclusivity. The rights of Employee against the Company are not
limited in any way by this Agreement, and are not intended to be set forth
exclusively hereunder; provided, however, that any and all of Employee's
remedies with respect to such rights, shall be limited solely to those
available in arbitration hereunder. Employee's rights to salary
continuation are in lieu of any severance benefits provided under policies
of the Company from time to time in effect.
13.Waiver. The remedies of Employee hereunder have been entered into
as a matter of bargain and to the extent any provision of this agreement is
or may be construed as a waiver of employee's remedies, Employee does
hereby waive such remedies.
14.Notices. All notices hereunder shall be in writing and shall be
deemed effective upon receipt, if hand delivered or if sent by facsimile
and acknowledged electronically and confirmed by an original confirmation
copy mailed first class postage prepaid. Notices by mail air-courier
service shall be deemed effective upon receipt, if sent first class postage
prepaid return receipt requested or by air-courier and the sender shall
obtain the signed receipt or confirmation of delivery by the courier
service. Otherwise, notices shall be deemed effective as of the fifth day
after transmission. 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 date first above written.
EMPLOYEE CLEAN DIESEL TECHNOLOGIES, INC.
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxxxx X. Xxxxx-Xxxxxx
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Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx-Xxxxxx, President
Date: September 12, 1997 Date: September 12, 1997
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