EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is effective as of the 30th day of August,
2001 by and between Viskase Corporation, a Pennsylvania corporation with its
principal office at 000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
(the "Company") and F. Xxxxxx Xxxxxxxxx, an individual ("Executive")
(hereinafter together referred to as "the parties").
WHEREAS, Executive has served as Chairman of the Board, President and
Chief Executive Officer of the Company; and
WHEREAS, the Company and Executive desire that Executive continue to
serve as Chairman of the Board, President and Chief Executive Office of the
Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
of the parties contained herein, the parties agree as follows:
1. Employment Term. The Company shall employ Executive and Executive
agrees to be employed by the Company pursuant to the terms and conditions
hereof for the period (the "Employment Term") commencing on the date hereof
and ending on March 26, 2004; provided, however, that on March 26, 2002 and
on each subsequent anniversary thereof, the Employment Term shall
automatically be extended for a period of one year unless either party shall
have given written notice to the other party not less than thirty days prior
to March 26, 2002 or any subsequent anniversary thereof that the Employment
Term shall not be so extended.
2. Duties. During the Employment Term, Executive shall serve as
Chairman of the Board, President and Chief Executive Officer of the Company.
Executive shall perform such services and duties prescribed for such
positions by the Company's By-laws and as are otherwise incident to such
positions and such other services and duties not inconsistent with such
positions as may be determined from time to time by the Board of Directors of
the Company (the "Board"). Subject to the terms and conditions of this
Agreement, Executive shall devote his full business time, attention and
skills, to the best of his abilities, to the performance of such services and
duties, and use his best efforts to promote the interests of the Company and
its subsidiaries, as well as Viskase Companies, Inc. ("VCI"), of which the
Company is a wholly-owned subsidiary. The Company acknowledges (i) that
Executive is the Chairman of the Board, President and Chief Executive Officer
of VCI and is party to an Amended and Restated Employment dated as of March
27, 1996 with VCI (the "VCI Employment Agreement") and (ii) that Executive's
performance under the VCI Employment Agreement shall be deemed not to be in
conflict with this Agreement. Nothing in this Agreement shall preclude
Executive from engaging in charitable and community affairs, from managing
his personal investments or, except as otherwise provided in Sections 9(b)
and (c), from serving as a member of the board of directors or a trustee of
other companies, associations or entities, provided, however, that such
activities do not interfere in any material respect with Executive's
performance of his obligations to the Company hereunder. Executive's
principal place of employment shall be located in the greater Chicago
metropolitan area, and the Company shall not require Executive to relocate
from such area without Executive's prior written consent.
3. Compensation. In consideration of the performance by Executive of
his obligations hereunder, the Company shall pay Executive the amounts
hereinafter set forth. During the Employment Term, the Company shall pay
Executive (i) a salary (the "Base Salary") at an annual rate of not less than
$513,000, plus (ii) $30,000 per year in lieu of a Company-provided
automobile, both payable in substantially equal installments in accordance
with the normal payroll practices of the Company then in effect for other
officers of the Company. As of March 26, 2002 and any subsequent anniversary
thereof, Executive's Base Salary shall be increased by such amount as shall
be determined by the Compensation Committee of the Board of Directors of VCI
in connection with the VCI Employment Agreement and otherwise in a manner
consistent with the most recent determination of increases in base salary of
other senior officers of the Company. The annual bonus payable to Executive
for each fiscal year of the Company ending during the Employment Term shall
be based upon the attainment of financial or other performance criteria
related to the Company and its businesses, which criteria shall be
established by the Compensation Committee of the Board of Directors of VCI,
in its sole discretion, upon consultation with the Executive.
4. Benefits. During the Employment Term, Executive shall be entitled
to participate in any employee benefit plans (including, but not limited to,
any life insurance, disability, medical, dental, hospitalization, savings,
retirement and other benefit plans of the Company) then in effect for
executive officers of the Company and to receive any other fringe benefits
that the Company then provides to executive officers of the Company to the
extent Executive meets the eligibility requirements for any such plan or
benefit; provided, however, that Executive shall be provided life insurance
protection in an amount not less than $500,000.
5. Reimbursements for Expenses. Executive is authorized to incur
reasonable expenses in the performance of his duties hereunder, including
without limitation, country club dues (up to $9,600 per year), expenses for
travel and similar items related to such duties. The Company also shall pay
or reimburse Executive up to $5,000 per year for financial consulting
services. The Company shall reimburse Executive or pay for all such expenses
upon presentation by Executive from time to time of an itemized account of
such expenditures. The Company also shall establish a nonqualified, unfunded
program whereby Executive can defer compensation under the terms of the
Company's "401(k) plan" in excess of the limits imposed on such deferrals by
the Internal Revenue Code. The Company shall pay or reimburse Executive for
the reasonable attorneys' fees and related expenses incurred by Executive in
connection with the negotiation of this Agreement.
6. Vacations. During the Employment Term, Executive shall be entitled
to paid vacations of no less than six weeks per year.
7. Termination. Executive's employment hereunder may be terminated
under the following circumstances:
(a) Death. Executive's employment hereunder shall terminate
automatically upon Executive's death.
(b) Disability. The Company or Executive may terminate
Executive's employment after having established Executive's Disability.
For purposes of this Agreement, "Disability" shall be established if
Executive shall be unable to perform fully his duties hereunder because
of illness, physical or mental disability or other incapacity, as
confirmed by medical evidence satisfactory to the Compensation Committee
of the Board of Directors of VCI, that is expected to prevent him from
returning to the full performance of his duties hereunder for six months
or longer.
(c) Cause. The Company may terminate Executive's employment for
"Cause." Cause shall mean a finding adopted in good faith by the Board
of Directors of VCI that Executive (i) willfully failed to substantially
perform his services or duties for the Company (other than a failure
resulting from Executive's Disability) and such failure continues for 30
days after the Board of Directors of VCI has given written notice to
Executive providing a reasonable description of the basis for the
determination that Executive has failed to perform his services or
duties, (ii) has been convicted of (or plead nolo contendere to) a
felony or to a misdemeanor involving moral turpitude or the use of a
controlled substance, (iii) has breached this Agreement in any material
respect if such breach is not cured or remedied within 30 days after the
Board of Directors of VCI has given written notice to Executive
providing a reasonable description of the breach, or (iv) engaged in
embezzlement or misappropriation of the assets of the Company or any of
its subsidiaries or (v) engaged in conduct constituting willful
malfeasance in connection with his employment which is materially
injurious to the Company and its subsidiaries taken as a whole.
Notwithstanding anything contained in this Agreement to the contrary, no
failure to perform by Executive after Notice of Termination (as
hereinafter defined) is given by Executive shall constitute Cause for
purposes of this Agreement. No act, or failure to act, on Executive's
part, shall be considered "willful" for purposes of (i) or (v) above
unless he has acted or failed to act with an absence of good faith and
without a reasonable belief that his action or failure to act was in the
best interests of the Company. Any action of the Board of Directors of
VCI to terminate Executive for cause under clause (i), (iii), (iv) or
(v) of the preceding sentence shall not be made until after Executive
and his legal advisors have been provided an opportunity to meet with
the Board of Directors of VCI, contest the basis for such termination
and to demonstrate that Executive's continued employment is in the best
interests of the Company.
(d) (1) Good Reason. Executive may terminate his employment for
"Good Reason." As used in this Section 7(d), the term "Company" shall
also refer to its successor entity or any entity which has acquired
control of the Company as a result of a Change in Control. For purposes
of this Agreement, Good Reason shall mean the occurrence of any of the
events or conditions described in Subsections (i) through (vi) hereof:
(i) Executive no longer serving as Chairman of the Board,
President and Chief Executive Officer of the Company for any
reason, including, but not limited to, as a result of a vote of the
stockholders at an annual or special meeting, action taken by the
Board of Directors of VCI without Cause or as a result of the
merger, reorganization or restructuring of the Company, or the
assignment to Executive of duties or responsibilities which are
inconsistent with the status, title, position or responsibilities
of Chairman of the Board, President and Chief Executive Officer of
the Company (which assignment is not rescinded after the Company
receives written notice from Executive providing a reasonable
description of such inconsistency);
(ii) the Company's requiring Executive to be based at any
place outside a 30-mile radius from the principal location from
which Executive served as an employee of the Company immediately
prior to the Change in Control, except for reasonably required
travel on the Company's business which is not materially greater
than such travel requirements prior to a Change in Control;
(iii) the failure by the Company to provide Executive with
compensation and benefits substantially comparable, in the
aggregate, to those provided for under the employee benefit plans,
programs and practices in effect immediately prior to a Change in
Control;
(iv) any material breach by the Company of any provision of
this Agreement which has not been cured or corrected by the Company
within two weeks after Executive has given the Company written
notice of such breach;
(v) the failure of the Company to obtain an agreement,
satisfactory to Executive, from any successor or assign of the
Company to assume and agree to perform this Agreement, as
contemplated in Section 13 hereof; or
(vi) there shall have occurred a Change in Control of the
Company.
(2) Executive's right to terminate his employment pursuant to
this Section 7(d) shall not be affected by his Disability if as of the
occurrence of an event constituting Good Reason, his Employment has not
been terminated pursuant to paragraph 7(b) hereof.
(e) Change in Control. For purposes of this Agreement, a "Change
in Control" shall mean any of the following events:
(i) any person or entity becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, a "Beneficial Owner"), directly
or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding
securities, other than beneficial ownership by the Company, any
employee benefit plan of the Company or any person or entity
organized, appointed or established pursuant to the terms of any
such benefit plan;
(ii) the Company's stockholders approve an agreement to merge
or consolidate the Company with another corporation, or an
agreement providing for the sale of substantially all of the assets
of the Company to one or more corporations, in any case other than
with or to a corporation 50% or more of which is controlled by or
is under common control with, the Company; or
(iii) there shall occur a "Change in Control" under the VCI
Employment Agreement.
(f) Notice of Termination. Any purported termination of
Executive's employment hereunder by the Company for Cause or by
Executive for Good Reason or by reason of Executive's Disability shall
be communicated by a written Notice of Termination to the other. For
purposes of this Agreement, a "Notice of Termination" shall mean a
notice which indicates the specific termination provision in this
Agreement relied upon as a basis for termination. For purposes of this
Agreement, no such purported termination of employment shall be
effective without such Notice of Termination.
(g) Termination Date. "Termination Date" shall mean in the case
of Executive's death, his date of death, or in all other cases, the date
specified in the Notice of Termination; provided, however, that if
Executive terminates his employment for Good Reason, the date specified
in the Notice of Termination shall not be more than 30 days from the
date the Notice of Termination is given to the Company and if the
Company terminates Executive's employment other than for Cause, the date
specified in the Notice of Termination shall be no less than 30 days
from the date the Notice of Termination is given to Executive.
8. Compensation Upon Termination. Upon termination of Executive's
employment during the Employment Term, Executive shall be entitled to the
following benefits:
(a) If Executive's employment is terminated by the Company for
Cause or by Executive (other than for Good Reason or Executive's
Disability), the Company shall pay to Executive all amounts earned or
accrued hereunder through the Termination Date but not paid as of the
Termination Date, including (i) Base Salary, (ii) reimbursement (in
accordance with the terms of this Agreement) for any and all monies
advanced or expenses incurred in connection with Executive's employment
for reasonable and necessary expenses incurred by Executive on behalf of
the Company for the period ending on the Termination Date, (iii) accrued
but unpaid vacation pay, (iv) any earned or awarded and vested, but
unpaid bonus for any fiscal year of the Company ending prior to the year
in which such termination occurs and (v) any previous compensation which
Executive has previously deferred (including any interest earned or
credited thereon) (collectively, "Accrued Compensation"). Executive's
entitlement to any other benefits shall be determined in accordance with
the Company's employee benefit plans and other applicable programs and
practices then in effect and all unexercisable stock options and
unvested restricted stock shall be forfeited.
(b) Subject to Section 8(c), if Executive's employment is
terminated by the Company for any reason other than for Cause, death or
Disability, or by Executive for Good Reason, the Company shall pay to
Executive all Accrued Compensation plus (ii) 300% of Executive's Base
Salary and the amount of the bonus which would have been payable to
Executive pursuant to Section 3 hereof in respect of the year of the
Employment Term in which the Termination Date occurs and calculated as
if Executive were employed by the Company as of the end of such year
(but, to the extent the bonus is contingent on the achievement of
performance targets, based on whether such targets were actually
achieved as of the Termination Date) multiplied by a fraction, the
numerator of which shall be the number of days in such year which have
elapsed prior to the Termination Date and the denominator of which shall
be the number of days in such year. In addition, Executive shall be
entitled to coverage for 24 calendar months following the month on which
the Termination Date occurs under the life insurance, medical, dental
and hospitalization benefits which Executive would have been entitled to
receive if he had continued his employment with the Company for such
period, on the terms and conditions applicable to other executive
officers of the Company as in effect from time to time during such
period. Executive's entitlement to any other benefits shall be
determined in accordance with the Company's employee benefit plans and
other programs and practices then in effect. All outstanding stock
options and restricted stock granted or issued pursuant to this
Agreement or the VCI Employment Agreement shall become exercisable,
vested and nonforfeitable.
(c) If Executive's employment by the Company is terminated by the
Company following a Change in Control other than for Cause, death or
Disability, or by Executive following a Change in Control for Good
Reason, then Executive shall be entitled to the amounts described in
paragraph (b) above and except that in applying clause (ii) thereof, it
shall be assumed that the bonus to which the Executive shall be entitled
shall be equal to 50% of Base Salary irrespective of the Company's
performance or the date on which the termination occurs.
(d) The first sentence of Section 8(b) notwithstanding, if
Executive's employment by the Company is terminated by the Company
following a Change in Control wherein the Beneficial Owner is X.X. Xxxxx
& Associates or a company in which X.X. Xxxxx has a substantial
interest, the Company shall pay Executive all Accrued Compensation plus
200% of Executive's Base Salary. All other commitments set forth in
Section 8(b) and Section 8(c) shall remain controlling and binding.
(e) If Executive's employment by the Company is terminated by
reason of Executive's death, Executive's estate or designated
beneficiaries shall receive
(i) all of Executive's Accrued Compensation; and
(ii) and any death benefits provided under the employee
benefits plans specified in Section 4 hereof.
(f) If Executive's employment by the Company is terminated by the
Company or Executive by reason of Executive's Disability, Executive
shall be entitled to receive or continue to receive (i) his Base Salary
for the first six months of such Disability (including any period of
such Disability prior to termination of Executive's employment), and
(ii) $7,500 per month thereafter until the first to occur of his 65th
birthday and his death. Any amounts payable pursuant to clause (ii) of
the preceding sentence shall be offset by any amounts payable to
Executive pursuant to any plan or program described in Section 4 hereof.
(g) The amounts (other than any life insurance and medical, dental
and hospitalization coverage) provided for in this Section 8 shall be
paid within five (5) business days after Executive's Termination Date.
The continuation of any life insurance, medical, dental or
hospitalization benefits pursuant to Section 8(b) or 8(c) shall be in
satisfaction of the Company's obligations under Section 4980B of the
Internal Revenue Code of 1986, or any similar state law requiring
continuation of such insurance or benefits, with respect to the period
of time during which such insurance or benefits are continued hereunder.
9. Nondisclosure of Confidential Information; Non-Competition. (a)
Executive shall not, without the prior written consent of the Company,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation or other entity any Confidential Information pertaining to the
business of the Company, except (i) while employed by the Company, in the
business of and for the benefit of the Company, or (ii) when required to do
so by a court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company, or by any
administrative body or legislative body (including a committee thereof) with
purported or apparent jurisdiction to order Executive to divulge, disclose or
make accessible such information. When Executive shall cease to be employed
by the Company, the Executive shall surrender to the Company all Confidential
Information obtained by him or entrusted to him during the course of his
employment hereunder (together with all copies thereof) which pertain
specifically to any of the businesses covered by the covenants in this
paragraph or which were paid for by the Company or any of its subsidiary;
provided, however, that the Executive may retain copies of such documents as
necessary for the Executive's personal records for federal income tax
purposes. For purposes of this Section 9(a), "Confidential Information"
shall mean non-public information concerning the financial data of the
Company or any subsidiary, strategic business plans, product development,
bidding information (or other proprietary product data), customer lists,
marketing plans and other proprietary and confidential information of the
Company or any of its subsidiaries, in each case which is not otherwise
available to the public.
(b) During the Employment Term and for a period of two years
thereafter, except with the prior written consent of the Board, the
Executive:
(i) shall not engage in any activities whether as employer,
proprietor, partner, stockholder (other than as the holder of less
than 5% of the stock of a corporation the securities of which are
traded on a national securities exchange or in the over-the-counter
market), director, officer, employee or otherwise, in competition
with (1) the businesses conducted at the date hereof by the Company
or any of its subsidiaries or affiliates over which he shall have
exercised, directly or indirectly, any supervisory, management,
fiscal or operating control during the Employment Term (the
"Managed Companies"), or (2) any business in which the Managed
Companies are substantially engaged at any time during the
Employment Period;
(ii) shall not solicit, in competition with the Company, any
person who is a customer of the businesses conducted by the Managed
Companies at the date hereof or of any business in which the
Managed Companies are substantially engaged at any time during the
Employment Period; and
(iii) shall not induce or attempt to persuade any employee of
the Managed Companies to terminate his employment relationship in
order to enter into competitive employment.
For purposes of Section 9(b) hereof, a business shall be deemed to be in
competition with the Company if it is significantly involved in the sale
of any product or the rendering of any service significantly sold or
rendered by the Company or its subsidiaries. Nothing in this Section 9
shall be construed so as to preclude Executive from investing in any
publicly held company, provided Executive's beneficial ownership of any
class of such company's securities does not exceed 5% of the outstanding
securities of such class.
(c) The following provisions shall apply to the covenants of the
Executive contained in Sections 9(a) and 9(b):
(i) the covenants contained in Sections 9(a) and 9(b) shall
apply within all territories in which any of the Managed Companies
are actively engaged in the conduct of business during the
Employment Term, including, without limitation, the territories in
which customers are then being solicited;
(ii) without limiting the right of the Company to pursue all
other legal and equitable remedies available for violation by the
Executive of the covenants contained in Sections 9(a) and 9(b), it
is expressly agreed by the Executive and the Company that such
other remedies cannot fully compensate the Company for any such
violation and that the Company shall be entitled to injunctive
relief to prevent any such violation or any continuing violation
thereof;
(iii) each party intends and agrees that if in any action
before any court or agency legally empowered to enforce the
covenants contained in Sections 9(a) and 9(b) any term,
restriction, covenant or promise contained therein is found to be
unreasonable and accordingly unenforceable, then such term,
restriction, covenant or promise shall be deemed modified to the
extent necessary to make it enforceable by such court or agency;
and
(iv) the covenants contained in Sections 9(a) and 9(b) shall
survive the conclusion of the Employment Term.
10. Conditional Adjustments in Compensation. (a) Anything in this
Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company or its affiliated
companies to or for the benefit of Executive (whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise ("Total Compensation")), would be subject to the excise tax imposed
by Section 4999 of the Code (the "Excise Tax") and if it is determined that
the amount of Total Compensation remaining after payment of the Excise Tax is
less than the maximum amount of Total Compensation that could be paid without
becoming subject to such Excise Tax, the Total Compensation shall be reduced
to such maximum amount.
(b) All determinations required to be made under this Section 10,
and the assumptions to be utilized in arriving at such determination,
shall be made by the Company's public accounting firm (the "Accounting
Firm") which shall provide detailed supporting calculations both to the
Company and Executive within 15 business days of a request therefor by
either Executive or the Company. In the event that the Accounting Firm
is serving as accountant or auditor for the individual, entity or group
effecting a Change in Control, Executive shall appoint another
nationally recognized public accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as
the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion that failure to report the Excise Tax
on Executive's applicable federal income tax return would not result in
the imposition of a negligence or similar penalty. Any determination by
the Accounting Firm shall be binding upon the Company and Executive.
11. Withholding. Anything to the contrary herein notwithstanding, all
payments required to be made by the Company hereunder to Executive, or his
estate or beneficiaries, shall be subject to the withholding of such amounts
as the Company may reasonably determine it should withhold pursuant to any
applicable tax law or regulation.
12. Beneficiaries; References. Executive shall be entitled but shall
not be required to select (and change, to the extent permitted under any
applicable law) a beneficiary or beneficiaries to receive any compensation or
benefit payable hereunder following Executive's death, and may change such
election, in either case by giving the Company written notice thereof. In
the event of Executive's death or a judicial determination of his
incompetence, reference in this Agreement to Executive shall be deemed, where
appropriate, to refer to his beneficiary, estate or other legal
representative.
13. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Company, its successors and assigns, and
the Company shall require any successor or assign to expressly assume and
agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession or
assignment had taken place. The term "the Company" as used herein shall
include such successors and assigns. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring all or
substantially all of the assets and business of the Company (including this
Agreement) whether by operation of law or otherwise. Neither this Agreement
nor any right or interest hereunder shall be assignable or transferable by
Executive, his beneficiaries or legal representatives, except by will or by
the laws of descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by Executive's legal personal representative.
14. Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement (including the Notice of
Termination) shall be in writing and shall be deemed to have been duly given
when personally delivered or sent by certified mail return receipt requested,
postage prepaid, addressed to the respective address last given by each party
to the other, provided that all notices to the Company shall be directed to
the attention of the Board with a copy to the Secretary of the Company. All
notices and communications shall be deemed to have been received on the date
of delivery thereof or on the third business day after the mailing thereof,
except that notice of change of address shall be effective only upon receipt.
15. Non-Exclusivity of Rights. Nothing in this Agreement shall limit
or reduce such rights as Executive may have under any other agreements with
the Company, VCI or any of the Company's subsidiaries; provided, however,
that the payments and benefits provided under Section 8 shall be in lieu of
any other termination benefits (including severance, notice and pay and
salary continuation) to which Executive may otherwise be entitled from the
Company; and provided, further, however, (i) that any amounts payable under
Section 3 of this Agreement shall be set off by amounts paid to Executive
under Section 3 of the VCI Employment Agreement for the same period of
employment and (ii) that any amounts payable under Section 8 of this
Agreement shall be set off by amounts paid to Executive under Section 8 of
the VCI Employment Agreement. Amounts which are vested benefits or which
Executive is otherwise entitled to receive under any plan or program of the
Company or any of its subsidiaries shall be payable in accordance with such
plan or program, except as explicitly modified by this Agreement.
16. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification, or discharge is agreed
to in writing and signed by Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
agreement or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement.
17. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Illinois, without
giving effect to the conflict of law principles thereof.
18. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
19. Entire Agreement. This Agreement, together with the VCI Employment
Agreement, constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, if any, understandings and arrangements,
oral or written, between the parties hereto with respect to the subject
matter hereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and Executive has executed this Agreement as
of the day and year first above written.
VISKASE CORPORATION
By: ----------------------------
Xxxxx X. Xxxxx
Vice President Administration
--------------------------------
F. Xxxxxx Xxxxxxxxx
