Exhibit 10.21
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of
_______________, 1997 by and between EPI Technologies, Inc., a Delaware
corporation (f/k/a Environmental Purification Industries, Inc.) ("Employer"),
and Xxxxx Maison ("Employee"). Capitalized terms shall have the meanings given
them in the Employment Agreement (as hereinafter defined) unless otherwise
defined herein.
WHEREAS, Employer and Employee are parties to an Employment Agreement dated
July 30, 1996 (the "Employment Agreement"); and
WHEREAS, Employer and Employee desire to amend certain terms of the
Employment Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein and for other valuable consideration, the parties hereto agree
as follows:
1. AMENDMENTS TO THE EMPLOYMENT AGREEMENT. Employer and Employee agree
that, effective upon the date hereof, the Employment Agreement shall be amended
as follows:
(a). Paragraphs 4(a) and 4(b) of the Employment Agreement shall be
amended in their entirety to state as follows:
(a) If Employee's employment with Employer (i) has not been
terminated on or prior to February 28, 2002, (ii) is terminated
due to the death or "permanent disability" (as defined in
paragraph 11) of Employee on or prior to February 28, 2002, or
(iii) is terminated by Employee due to a decrease in his base
compensation pursuant to the last sentence of paragraph 3(b),
then Employee will be entitled to receive a deferred benefit (a
"Deferred Benefit") in an amount equal to $190,000, payable in
120 successive monthly installments of $1,583.33, without
interest, commencing on the first day of the first month
following the date of termination of employment. If the
termination of Employee's employment with Employer occurs prior
to February 29, 2000 for any reason other than the reasons set
forth in clauses (ii) and (iii) of the preceding sentence,
Employee shall not be entitled to any part of the Deferred
Benefit; thereafter, in the event that Employee's employment is
terminated prior to February 28, 2002 for any reason other than
the reasons set forth in clauses (ii) and (iii) of the preceding
sentence or for "cause" (as such term is defined in paragraph
6(a)), Employee shall be entitled to receive a Deferred Benefit,
payable in 120 successive monthly installments, without interest,
equal to $190,000 multiplied by the "Applicable Fraction", as
defined by the following schedule:
"Applicable
Date of Termination Fraction"
------------------- ------------
On or after February 29, 2000
but before February 28, 2001 1/2
On or after February 28, 2001
but before February 28, 2002 3/4
(b) In the event of Employee's death while in the employ of
Employer or thereafter, but prior to payment in full of the
Deferred Benefit, Employer shall, subject to paragraph 4(d)
below, continue to pay the full $190,000 Deferred Benefit,
without interest, in over the 120 month period set forth in
paragraph 4(a) above, to such beneficiary(s) as shall be
designated by Employee in a notice for that purpose furnished to
Employer, or in the absence or failure of such designation, to
Employee's spouse, or in the event that Employee shall have no
spouse or in the event that Employee's spouse shall predecease
him or die during the 120 month payment period, to Employee's
estate.
(b). The last sentence of paragraph 9 shall be amended and restated in
its entirety as follows:
For the purposes of this Agreement, a "Change in
Control" will occur upon a substantial change in
control of Employer, which includes, without
limitation, a transaction pursuant to which shares
representing greater than 30% of the voting power
of Employer are acquired by a person, entity or
group (as such term is used in Rule 13d-5 under
the Securities Exchange Act of 1934, as amended)
other than Meridian National Corporation, a
Delaware corporation (including a merger
transaction involving Employer but not including
the acquisition of shares of voting stock by an
underwriter in an underwritten offering of
securities by the Company).
(c). Paragraph 16 of the Employment Agreement shall be amended and
restated in its entirety as follows:
16. EFFECTIVE DATE. This Agreement will become
effective on the date of the closing of the public offering
of shares of common stock of Employer pursuant to an
effective registration statement under the Securities Act of
1933, as amended, in connection with the
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proposed "spin-off" by Meridian National Corporation of the
companies that comprise its paint recycling business (the
"Effective Date"), provided that Employee is employed by
Employer on such date.
2. OTHER TERMS AND CONDITIONS. Employer and Employee agree that all
other terms, conditions, covenants and agreements set forth in the Employment
Agreement, except as otherwise amended or modified herein, shall continue in
full force and effect. This Amendment shall be null and void and have no effect
in the event that the Employment Agreement does not become effective pursuant to
paragraph 16 of the Employment Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Employment Agreement as of the date first written above.
EPI TECHNOLOGIES, INC.
___________________________________
By:
Its:
___________________________________
XXXXX MAISON
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