1
EXHIBIT 10.7
EMPLOYMENT AGREEMENT
This Agreement for Employment is made on this 30th day of June, 1998, by and
between A-55 LIMITED PARTNERSHIP (A-55 L.P.), AND ITS SUCCESSOR A-55, INC., 0000
Xxxx Xxxx, Xxxx Xxxxxx, 00000 (hereinafter referred to as "Employer") and XX.
XXXXXXX XXXXXXX XXX, 0000 Xxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000
(hereinafter referred to as "Employee").
I. EMPLOYER OFFER OF EMPLOYMENT
The Employer shall employ Employee subject to the following terms and
conditions.
1) The Employee is offered the position, hired, and employed as President,
Power Markets Division for A-55 L.P.
2) Employment for the above Employee shall commence on July 1st, 1998.
3) As President of the Power Markets Division, the Employee will report
directly to the Chairman of A-55 L.P., assuming and performing the
following duties and responsibilities:
- Establish, develop, and implement the corporate charter,
function, staffing requirements, and performance parameters of
the Power Markets Division.
- Establish, develop, and implement the planning, architectural
design, technical engineering, construction, and operation
logistics of A-55 Additive Mixing Plants and Finished Products
Blending Plants within the Division.
- Establish, develop, and implement the near-term and long-term
strategy for domestic and international marketing and direct
sales of the A-55 Clean Fuels finished products, including a plan
to develop and implement a customer services and relations
function within the Division.
- Establish, develop, and implement the necessary logistics to
supply the manufacturing activities, management of facilities,
product Quality Assurance (QA) and Quality Control (QC), and
distribution of the products.
-1-
2
- Establish and develop, in conjunction with the Chairman, a
strategic plan for the Division and for A-55 L.P., and define the
necessary financial and personnel resources for the successful
implementation of the strategic plan.
4) The Employee shall work Monday through Friday from 8 A.M. to 5 P.M. and
such additional hours as are required to competently perform the duties
of his position. The Employee shall use his best efforts on behalf of
the Employer.
5) The Employee shall comply with all stated standards of performance,
policies, rules, and regulations of A-55 L.P. A Company manual
containing a more complete explanation of these rules and standards has
been provided to the Employee. At this time, Employee acknowledges
receipt of this Company manual. The Employee shall also comply with such
future Employer policies, rules, regulations, performance standards and
manuals as may be published or amended from time to time.
6) The Employer shall make payment to the Employee a set amount as
compensation for services rendered. The Employee agrees to accept the
sum of $240,000.00 USD per year, payable biweekly in accordance with
standard A-55 payroll procedures. In addition to the above compensation,
the Employee will be paid for holidays and accrued vacation, will
receive medical, vision, and term life insurance, and will be eligible
to participate in A-55 L.P.'s 401(k) and Cafeteria Plans.
7) This contract of employment may terminate upon the occurrence of any of
the following events: (a) The death of the Employee; (b) The failure of
the Employee to perform his duties satisfactorily after notice or
warning thereof; (c) For just cause based upon non-performance of duties
by Employee; (d) Economic reasons of the Employer which may arise during
the term of this Agreement and which may be beyond the control of the
Employer.
8) The Employee shall not, at any times during the period hereof of this
Agreement, directly or indirectly, engage in, or become involved in, any
business competitive or similar to that of the within Employer.
9) The term of the employment at A-55 L.P. is offered for an indefinite
period of time unless terminated due to events described above in
section I-7.
-2-
3
10) The Employer shall establish the Employee as a member of the Board of
Directors for A-55 L.P. along with appropriate compensation (as an
"inside" director) for serving in that capacity.
II. EMPLOYEE ACCEPTANCE OF OFFER FOR EMPLOYMENT
The Employee accepts the terms and conditions for employment as offered by the
Employer along with the following stipulations:
1) The Employer shall hold office at the A-55 L.P. headquarters a minimum
of three (3) days per week, and at the Employee's residence a maximum of
two (2) days per week. The Employee will use his best judgment to
balance the split schedule so that his duties and responsibilities are
competently performed.
2) The Employee will take no vacation during the term of this Agreement,
and the accrued vacation time during the term of this Agreement will be
paid to the Employee as a lump sum at the conclusion of this contract.
3) During the term of this Agreement, the Employee may periodically take
leave without pay from the Company. The Employee will notify the Company
a minimum of two weeks in advance prior to taking leave without pay, and
will take actions to assure that the Division's function will not be
impaired. After such notification, the Employer agrees not to schedule
functions and meetings that will require the attendance and presence of
the Employee.
4) The Employee will reimburse A-55 L.P. for all phone usage not related to
the business of A-55 L.P. The Employee will not conduct any non-A-55
business related phone calls during normal business hours while he is
located either A-55 L.P. or at his residence during the work week.
5) In connection with his employment as President of the A-55 Power
Markets Division, Xxxxxx X. Xxxxxxxxx does hereby grant to Employee the
option to purchase from his holdings in A-55 up to 2% of the total
shares of A-55, L.P. and/or its successor, A-55, Inc. The purchase
price for the shares shall be equal to ten percent (10%) below the first
initial public offering price of the stock, to be paid in cash in full
upon exercise of this option. The option hereby granted shall vest
thirty-six (36) months from the date of this agreement; provided
however, that the option vesting period shall accelerate to the time
when Employee has completed the duties
-3-
4
stated in Section I.3) above. Employee may exercise the options at any
time within thirty-six months from the date of vesting by giving written
notice thereof to Mr. Gunnerman and transmitting the purchase price in
full to him.
6) Upon the completion of his duties, as stated above in section I-3, and
as the President of A-55 L.P. Power Markets Division, the Employee
reserves the option to terminate this Agreement and conclude his
involvement with A-55 L.P. The Employer can renegotiate with the
Employee a new employment contract for specific assignments,
responsibilities, and position within A-55 L.P. and/or its successor
A-55, Inc.
This Agreement may not be assigned without prior notice by either party. Such
assignment is subject to the mutual consent and approval of any such assignment.
This Agreement constitutes the complete understanding between the parties,
unless amended by a subsequent written instrument signed by the Employer and
Employee. Any dispute under this contract shall be required to be resolved by
binding arbitration of the parties hereto. Each party shall select on arbitrator
and both arbitrators shall select a third. The arbitration shall be governed by
the rules of the American Arbitration Association then in force and effect.
Accepted by: Accepted by:
/s/ Xxxxxx X. Xxxxxxxxx /s/ Xxxxxxx X. Xxx
---------------------------------- -----------------------------------
Xx. Xxxxxx X. Xxxxxxxxx Xx. Xxxxxxx X. Xxx
Chairman, A-55 L.P.
-4-
