FUEL TECH, INC. EMPLOYMENT AGREEMENT - GENERAL
Exhibit
10.1 - Employment Agreement for Xxxx X. Xxxxxx
EMPLOYMENT
AGREEMENT - GENERAL
Agreement
made as of the 30th
day of
April, 2008 between Fuel Tech, Inc., a Delaware Corporation (the "Company")
with
its principal place of business at 000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000-0000,
and Xxxx X. Xxxxxx of 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx XX 00000
("Employee").
In
consideration of the Company's employment of Employee and the compensation
to be
paid to the Employee, the Company and the Employee agree, as
follows:
1. Employment
Status. (a) Employment with the Company is contingent on Employee signing this
agreement, subject to the provisions regarding legal advice and rescission
in
Section 13 below. Employee shall also be entitled to participate in such
benefits as the Company provides to its employees generally.
No
statement in this Employment Agreement shall be construed to grant any Employee
an employment contract of fixed duration. Nothing contained in any provision
of
this Employment Agreement shall be interpreted as altering the at-will
employment relationship or as a limitation, either express or implied, on the
Company’s right to discipline or discharge an Employee. Either the Employee or
the Company may terminate the employment relationship at any time, for any
reason, with or without notice and with or without cause.
(b)
Position. The employee is employed initially as a Senior Vice President until
June 1, 2008 when he shall be employed as Senior Vice President, Treasurer
and
Chief Financial Officer.
(c)
Base
Salary. The employee shall initially have a base salary of $300,000 prorated
from commencement of employment and payable in two monthly
installments.
(d)
Annual Bonus. The Employee shall be entitled to participate in the Company’s
Corporate Incentive Plan (the “CIP Plan”) with an initial Target Participation
Percentage of 40% of base salary, subject to the terms of each annual plan
as
approved by the Compensation and Nominating Committee of the Board of Directors
of the Company.
(e)
Stock
Options. You shall receive a non-qualified stock option award under the
Company’s Incentive Plan (the “Plan”) to acquire 50,000 Company common shares
effective as of, and at an exercise price determined at the fair market value
under the Plan on the date of your commencement of employment, or, if such
date
shall be in a closed period prior to the release of Company earnings, then
on
the third day following the Company’s earnings release thereafter.
(f)
Vacation. Employee shall be entitled to four weeks (20 days) of vacation
commencing in the first year of employment.
(g)
Benefit Plans. Employee shall be entitled to participate in the Company’s 401(k)
and Profit Sharing Plan and such other benefit and health and welfare plans
as
are extended by the Company to employees generally.
(h)
Salary Continuation/Change of Control. If Employee’s employment is involuntarily
terminated not for cause within a year after an event of “Change of Control” as
defined in the Plan, Employee shall be entitled to continuation of base salary
and benefits for up to one year after such termination or until Employee shall
attain comparable employment with an equivalent salary. “Benefits” for this
purpose shall include Medical and Dental coverage, 401(k) participation and
other plans and programs in which the officers of the Company generally are
entitled to participate, and, with respect to CIP payouts, such amount for
a
prior year as is earned but unpaid under the terms of that prior year plan
and,
for a current year, such amount as the Compensation Committee of the Board
of
Directors of the Company, or any successor company, shall approve. “Cause” shall
mean conviction of Employee under or a plea of guilty by Employee to, any state
or Federal felony charge (or the equivalent thereof outside 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 in
the
Fuel Tech, Inc. Employee Handbook, or any successor manual, or the Company’s
Code of Business Conduct and Ethics, all as from time to time in effect, as
a
potential disciplinary measure.
2. Best
Efforts. The Employee while employed by the Company shall devote all of
Employee's best efforts, and all of Employee's time and attention to the
interests of the Company during reasonable business hours and shall faithfully
perform all duties from time to time assigned to Employee and shall conform
to
all of the Company's requirements for proper business conduct.
3. Disclosure.
Employee shall disclose promptly and completely to the Company in writing,
and
shall respond to all inquiries made by the Company whether during or after
employment about, all inventions, programs, processes, software, data, formulae,
trade secrets, ideas, concepts, discoveries and developments ("Developments"),
whether patentable or not, which during employment the Employee may make,
conceive, reduce to writing or other storage media, or with respect to which
Employee shall acquire the right to grant licenses or to become licensed, either
solely or jointly with others, which:
| (a) |
Relates
to any subject matter with which Employee's work for the Company
may be
concerned; or
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| (b) |
Relates
to or is concerned with the business, products or projects of the
Company
or that of its customers; or
|
| (c) |
Involves
the use of the Company's time, material or
facilities.
|
Employee
agrees that all such Developments are and shall remain the sole and absolute
property of the Company or its nominees. Employee will not withhold Developments
from the Company for the use or benefit of Employee or any other person or
Company after Employee's employment terminates.
4. Copyrights.
Employee agrees that all writings, illustrations, models, pictures, software,
and other such materials and original works of authorship created or produced
by
Employee during the term of his employment with the Company and relating to
his
employment with the Company shall be work made for hire under U.S. copyright
laws and shall be at all times the sole and absolute property of the Company
or
its nominees. To the extent that such works are not works made for hire under
the U.S. copyright laws, then Employee grants, assigns, and transfers to the
Company any and all rights (including but not limited to copyrights) in all
to
all such works.
5. Assignment.
At all times during and after Employee's employment with the Company and at
no
expense to Employee, Employee shall execute and deliver such assignments and
other documents as may be reasonably requested by the Company to obtain or
uphold for the benefit of the Company, patents, trademarks, and copyrights
in
any and all countries for Developments, whether or not Employee is the inventor
or creator thereof. The Company shall be the sole and absolute owner of any
resulting patents, trademarks, and copyrights for Developments.
6. Development
Exclusions. This Employment Agreement does not apply to a Development or an
original work of authorship that was developed entirely on the Employees’ own
time and that used no equipment or facility or trade secret information of
the
Company and (a) that does not result from any work performed by the Employee
for
the Company or (b) that does not relate to the business of the
Company.
7. Development
Compensation. Employee shall receive no compensation for actions required of
the
Employee under the requirements of Sections 3 and 4 and 5 above whether during
or after termination of employment, provided, however, that Employee shall
be
reimbursed by the Company for any of Employee's reasonable out of pocket
expenses necessarily arising out of such actions and such expenses are approved
in advance by the Company.
8.
Confidentiality;
Non-Use. At all times during and after Employee's employment by the Company,
Employee shall hold in strictest confidence, and, without the express written
authorization of the officer of the Company to whom Employee reports or of
the
Board of Directors of the Company, Employee shall not disclose or transfer
to
any third party or use for Employee's own benefit, any Development or any secret
or confidential Company information relating to research and development
programs, products, customer information, customer lists and business and sales
plans.
9. Company
Property. Employee shall carefully preserve the Company's property and not
convert it to personal use. At the termination of Employee's employment,
Employee shall return to the Company any and all Company property entrusted
to
Employee, including without limiting the generality of the foregoing, all notes,
correspondence, books, laboratory logs, computer disks and tapes or other data
storage media, engineering records, drawings; and also any keys, key cards,
credit cards, telephone cards, computers, equipment and vehicles.
10. Employee
Disputes. Employee agrees that in any claim which he may bring against the
Company or which the Company may bring against the Employee, the Employee now
and will in the future agree and consent that, at the Company’s sole election
and in its absolute discretion, any such claim may be determined in arbitration
or, once initiated in any court by the Employee, may be removed by the Company
from that court to arbitration.
11. Arbitration.
Employee agrees that any arbitration between Employee and the Company shall
be
conducted under the Employment Dispute Resolution Rules of the American
arbitration Association ("AAA") then in effect before a single neutral
arbitrator in the municipality of Employee's then or last location of employment
with the Company. The Company shall pay all of the fees of the AAA and the
arbitrator. Employee does not in any such arbitration waive any statutory
remedies available to Employee. The arbitrator shall base any award on the
applicable law, setting forth in writing the basis of the award. Any award
in
arbitration shall be final and binding and may be entered in, or an order of
enforcement may be obtained from, any court having jurisdiction.
12. Waiver
of
Jury Trial. In the event that either party files, and is allowed by the courts
to prosecute, a court action on a dispute between the Employee and the Company,
the plaintiff in such an action agrees not to request, and hereby waives his,
her, or its right to, a trial by jury.
13. Legal
Advice; Rescission. Employee agrees that this agreement involves Employee's
waiver of certain legal rights. Employee may, if Employee so chooses, consult
with an attorney about the terms of this agreement before signing it. Employee
further acknowledges that (a) the Company has given Employee a twenty-one (21)
day period in which to consider the terms and binding effect of this agreement,
and (b) that, if Employee does sign this agreement, Employee shall have seven
days thereafter to change Employee's mind and revoke it. Employee agrees that
if
Employee decides to revoke this agreement, Employee will inform the Company
in
writing within that seven (7) day period and obtain a written acknowledgment
of
receipt by the Company of the revocation. Employee understands that revocation
of this agreement will affect Employee's employment status. Employee states
that
Employee has carefully read this agreement; that Employee understands its final
and binding effect and agrees to be bound by its terms; and that Employee has
signed this agreement voluntarily.
14. Law.
This
agreement and any disputes arising between the Company and Employee shall be
interpreted and governed by the law of the state of Employee's last place of
employment with the Company, excluding its choice of laws rules.
15. Integration;
No Oral Modifications. This written Employment Agreement is the only employment
agreement between the Company and the Employee and supersedes all other writings
or understandings related to Employee’s employment. This Employment Agreement,
including this provision, may not be modified by any oral statements made by
any
person. This Employment Agreement, including this provision, may be modified
only by a written agreement signed both by the Employee and by an authorized
officer of the Company.
16. Severability.
Company and Employee agree that if any of the agreements, covenants,
restrictions and waivers by Employee in this agreement are held invalid by
a
court of competent jurisdiction, such provisions shall be stricken or modified
by the Court and the remaining and modified provisions shall remain in full
force and effect.
IN
WITNESS WHEREOF, the parties have signed this agreement as of the day and year
first written above.
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Employee
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Witness
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Name
(Please print or type)
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By:
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Title:
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