Exhibit 10.17
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 11th day of March, 1996, between
AIR RESOURCES CORPORATION, a Colorado business corporation, XXXXXXXX ADHESIVES
INCORPORATED, a Virginia business corporation, and XXXXXXXX INDUSTRIES, INC., a
Virginia business corporation, all with a place of business at P. 0. Xxx 0,
Xxxxx 000 Xxxx, Xxxxxxx, Xxxxxxxx 00000 (all jointly hereafter "Employer"), and
XXXXXXX X. XXXXXXX (hereafter "Employee") currently of 000 Xxxxxx Xxxx, Xxxxxxx,
Xxx Xxxxxxxxx 00000.
In consideration of the mutual promises and other valuable
consideration provided hereinafter, Employer and Employee agree and covenant as
follows:
1. Employment Term. Employer employs Employee, commencing as of
the effective date of this Agreement and continuing until the earlier of March
31, 1998 or termination as provided for herein, as Executive Vice President (or
such other officer title upon which Employer and Employee agree).
2. Termination. Employee shall not be a so-called
"employee-at-will." Employee shall serve as Executive Vice President (or such
other officer title upon which Employer and Employee agree) until March 31,
1998; provided however, Employee's employment may be terminated upon the
happening of any of the following:
A. Employee dying;
B. Employee retiring or resigning, by first giving
Employer thirty (30) days advance written notice;
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C. Resolution of Employer's Board of Directors
discharging Employee based upon an affirmative
finding, made in good faith, that Employee either has
breached a fiduciary duty owed Employer, or has
committed any fraud or serious dishonest act
detrimentally affecting Employer in Employer's
business relations, or has willfully and knowingly
violated any statute governing either Employer's
business or Employee's conduct as Employer's
employee, or has become either physically or mentally
disabled resulting in Employee's inability to fulfill
the terms of this Agreement; provided however,
Employee shall be entitled to fifteen (15) days
advance written notice before any such proposed Board
resolution may be acted upon and Employee shall
further be entitled to attend any such Board meeting
and to hear and respond to any and all evidence which
the Board considers before adopting any such
resolution.
3. Scope of Employment. Subject to the applicable provisions of
Employer's Articles of Agreement and By-Laws, Employee shall serve as Employer's
Executive Vice President (or such other officer title upon which Employer and
Employee agree) and shall perform all duties which Employer's Board of Directors
might assign to Employee. Employee shall report directly to Employer's President
and Employer's Chairman of the Board of Directors. Employee shall provide
Employee's services to Employer on a full time basis. Employee shall not engage
in any other substantial business endeavors which would detrimentally impact
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upon Employee's ability to offer his time, attention and talent to Employer.
4. Base Compensation. Employer shall pay Employee a guaranteed
annual salary of $180,000.00, payable in equal weekly installments, commencing
March 11, 1996.
5. Bonuses. Employer and Employee agree that Employee shall be
eligible for additional compensation in the form of bonuses based upon the value
of the Employee's work contributions to the Employer and the performance of
Employer in the market place - in the event Employer establishes a bonus plan or
program.
6. Stock Options. Employee shall be entitled to participate in
and shall receive the benefit of any existing stock option plans of Employer or
of any stock option plans created during the term of this Agreement which
benefits other executive employees.
7. Company Vehicle. Employer shall provide to Employee, as
additional compensation, a suitable vehicle for Employee's use. Employer shall
solely be responsible for any and all costs associated with maintaining,
insuring and registering said vehicle.
8. Retirement. Employee shall be entitled to participate in and
shall receive the benefit of any existing retirement plans of Employer or of any
retirement plans created during the term of this Agreement which benefits other
executive employees.
9. Fringe Benefits. Employer shall procure comprehensive health
and dental insurance for Employee and Employee's spouse and disability insurance
for Employee under one of more policies of
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insurance comparable to the best existing policies by which Employer insures its
other executive employees.
10. Vacation and Holidays. Employee shall be entitled to four (4)
weeks of paid annual vacation. Employee may accrue vacation, in whole or in
part, from year to year. Employee shall also receive such holidays as Employer
provides its other executive employees.
11. Moving and Relocation Expenses. Employer shall reimburse
Employee for the reasonable moving expenses Employee incurs associated with
moving Employee's family and possessions from New Hampshire to Virginia.
Employer also shall pay Employee's reasonable relocation and temporary housing
expenses, in such standard as is appropriate to Employee's position with
Employer, associated with Employee moving to Virginia to be employed by Employer
previous to the sale of Employee's house in New Hampshire.
12. Change of Employer. Upon final approval of a merger plan by
the shareholders of Air Resources Corporation and Xxxxxxxx Industries, Inc. and
consummation of such merger, Air Resources Corporation shall no longer be
considered as one of the parties to this Agreement. From that time forward,
Employee shall only have claims against Air Resources Corporation for breaches
of this Agreement which occurred previous to consummation of such merger.
13. Indemnification. Employer shall indemnify and defend and hold
Employee harmless from any and all liability whatsoever, including defense costs
and attorney's fees, arising from Employee's performance on behalf of or as a
result of Employee's
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employment by Employer; provided however, Employer shall not have to indemnify
Employee from any claim based upon an action of Employee which is both beyond
Employee's scope of employment and performed by Employee with actual, subjective
bad faith. Employee's rights under this paragraph are in addition to (and not in
substitution for) Employee's rights under an Indemnification Agreement dated
December 21, 1995 and entered into by Air Resources Corporation as Indemnitor
and Employee as Indemnitee. Employer reaffirms said Indemnification Agreement as
if each of the entities which constitute the Employer herein were parties to the
Indemnification as additional indemnitees.
14. Binding Agreement. This Agreement shall be binding upon any
successor of Employer including, but not necessarily limited to, any person,
firm, corporation or other entity which at any time, whether by merger, purchase
or otherwise, acquires all or substantially all of Employer's assets or
business.
15. Partial Invalidity. This Agreement shall be valid and
enforceable to the fullest extent permitted by law. In the event any term of
this Agreement or the application thereof to any person or circumstance shall be
judicially determined to be invalid or unenforceable, the remainder of this
Agreement and the application of such term to persons or circumstances -- other
than those as to which application is judicially held invalid or unenforceable
-shall not be affected thereby.
16. Governing Law and Jurisdiction. This Agreement and performance
thereunder shall be governed by and construed according
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to the laws of the Commonwealth of Virginia. Virginia is an appropriate forum to
litigate any matters involving this Agreement and the courts of the Commonwealth
of Virginia possess jurisdiction over this Agreement, Employer and Employee.
17. Merger Clause. This Agreement, together with any other
agreements explicitly incorporated in this Agreement, constitute the entire
understanding between Employer and Employee and all representations and
covenants are merged into this Agreement. This Agreement can only be amended by
a document executed by Employer and Employee.
18. Costs and Expenses. In the event of any litigation between the
parties involving their respective obligations and performances under this
Agreement, the successful party shall be entitled to recovery of costs and
expenses, including reasonable attorney's fees.
19. Captions. Any and all captions or headings used in this
Agreement are for reference and convenience only and shall not affect its
interpretation.
IN WITNESS WHEREOF, Employer and Employee have hereunto set their hands
and seals as of the date first written above.
AIR RESOURCES CORPORATION,
Employer
/s/ H. Xxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------ -----------------------------------
Witness Its Duly Authorized Officer
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XXXXXXXX ADHESIVES INCORPORATED,
Employer
/s/ H. Xxxxxx Xxxxxxxx, Xx. By: /s/ Irvine X. Xxxxxxxx
------------------------------ -----------------------------------
Witness Its Duly Authorized Officer
XXXXXXXX INDUSTRIES, INC.,
Employer
/s/ H. Xxxxxx Xxxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------ -----------------------------------
Witness Its Duly Authorized Officer
/s/ H. Xxxxxx Xxxxxxxx, Xx. /s/ Xxxxxxx X. Xxxxxxx
------------------------------ ---------------------------------------
Witness XXXXXXX X. XXXXXXX, Employee
