Exhibit 10.24
EMPLOYMENT AGREEMENT
Agreement (hereinafter "Agreement") dated as of December 2, 1998 by and
between CFM Technologies, Inc., a Pennsylvania corporation having a place of
business at 0000 Xxxxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 ("CFM"), and Rudra
Kar, an individual residing at 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000
("Kar").
WITNESSETH:
WHEREAS, CFM desires to employ Kar as Vice President - Engineering and Kar
desires to be employed by CFM as Vice President - Engineering, all pursuant to
the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, and intending to be legally bound hereby, it is
agreed as follows:
1. EMPLOYMENT: DUTIES
CFM engages and employs Kar, and Kar hereby accepts engagement and
employment, as Vice President - Engineering to direct, supervise and have
responsibility for the engineering operations of CFM and to perform such other
services and duties as the President of CFM, in his sole discretion, shall
reasonably determine.
Subject to Paragraph 4, Kar shall devote his full business time,
energy and skill to his duties hereunder and such level of effort shall be
on a full time basis. It is understood and agreed that Kar may not engage
in other business activities during the term of this contract, whether or
not for profit or other pecuniary advantage; provided, however, that Kar
may make personal financial investments which do not involve his active
participation and may engage in other activities, including service as a
member of the board of directors of any bank or other financial
institution, or as a member of the board of directors of any other
corporation with written approval of the Board, to the extent that none of
such activities hinder or interfere with the performance of his duties
under this agreement or conflict with CFM's policies concerning conflict of
interest or the business of CFM in any material way.
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2. COMPENSATION
As compensation for the performance of his duties on behalf of CFM, Kar
shall be compensated as follows:
(a) A base salary of $145,000 per annum.
(b) Employee fringe benefits including, but not limited to, such health
insurance, long-term disability insurance, life insurance, company
savings and investment plan participation, vacations and holidays as
made available to other employees.
(c) The grant of non-qualified options to purchase 50,000 shares of the
common stock of CFM are subject to the terms and conditions of CFM's
then applicable Employee Stock Option Plan.
(d) Other compensation as described in CFM's employment offer letter to
you dated December 2, 1998.
3. REPRESENTATIONS AND WARRANTIES BY KAR AND CFM
Kar hereby represents and warrants to CFM as follows:
(a) Neither the execution and delivery of this Agreement nor the
performance by Kar of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or
conflict with or constitute a default under (whether immediately, upon
the giving of notice or lapse of time or both) any prior employment
agreement, contract, or other instrument to which Kar is a party or by
which he is bound.
(b) Kar has the right, power and legal capacity to enter and deliver this
Agreement and to perform his duties and other obligations hereunder.
This agreement constitutes the legal, valid and binding obligation of
Kar enforceable against him in accordance with its terms. No approvals
or consents of any persons or entities are required for Kar to execute
and deliver this Agreement or perform his duties and other obligations
hereunder.
CFM hereby represents and warrants to Kar as follows:
(a) CFM is duly organized, validly existing and in good standing under the
laws of the Commonwealth of Pennsylvania, with all requisite corporate
power and authority to own its properties and conduct its business in
the manner presently contemplated.
(b) CFM has full power and authority to enter into this Agreement and to
incur and perform its obligations hereunder.
(c) The execution, delivery and performance by CFM of this Agreement does
not conflict with or result in a breach or violation of or constitute
a default under (whether immediately, upon the giving of notice or
lapse of time or both) the certificate of incorporation or by-laws of
CFM, or any agreement or instrument to which CFM is a party or by
which CFM or any of its properties may be bound or affected.
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4. TERMINATION
(a) Kar's employment hereunder shall begin on or about January 15, 1999
and shall continue until terminated upon the first to occur of the
following events:
(i) The death or disability of Kar. CFM may, at its option, terminate
Kar's employment for "disability" (as hereinafter defined). In
the event of termination for death or disability, Kar or his
designated beneficiary, shall only be entitled to termination
benefits pursuant to Paragraph 4(a)(iv). For purposes of this
Agreement, the term "disability" means any physical or mental
illness, disability or incapacity which prevents Kar from
performing, with or without accommodation, substantially all of
his duties hereunder for a period totaling not less than one
hundred eighty (180) days during any period of twelve (12)
consecutive months.
(ii) Termination by the President, Chairman or Board of Directors of
CFM for cause. Any of the following actions by Kar shall
constitute cause:
(A) Material breach by Kar of the provisions of the CFM
Non-Disclosure and Invention Agreement which he is a party
to, a copy of which is attached hereto;
(B) Theft; a material act of dishonesty or fraud; intentional
falsification of any employment or Company records; or the
commission of any criminal act which impairs Kar's ability
to perform appropriate employment duties under this
Agreement;
(C) Kar's conviction (including any plea of guilty or nolo
contendere) for a crime involving moral turpitude causing
material harm to the reputation and standing of the CFM;
(D) Gross negligence or willful misconduct in the performance of
Kar's assigned duties (but not mere unsatisfactory
performance).
(iii) Termination by Kar for cause. Any of the following actions or
omissions by CFM shall constitute just cause:
(A) Material breach by CFM of any provision of this Agreement
which is not cured by CFM within fifteen (15) days of
written notice thereof from Kar; or
(B) Any action by CFM to intentionally harm Kar.
(iv) Termination by the President, Chairman or Board of Directors of
CFM without cause. In such case, the following provisions will
apply:
(A) If termination occurs within two (2) years from Kar's
starting date of employment, then CFM will continue to pay
Kar's then current base salary for the period commencing
with the date of such termination and ending twelve months
thereafter.
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(B) If termination occurs after two (2) years from the date of
Kar's starting date of employment, then CFM will continue to
pay Kar's then current base salary for the period commencing
with the date of such termination and ending twelve months
thereafter, or until the date Kar shall commence permanent,
full-time employment elsewhere, whichever shall first occur;
provided however, that such payments will continue for a
period of no less than six (6) months, irrespective of Kar's
subsequent employment elsewhere.
(v) Termination by Kar without cause, providing that notice of such
termination shall be not less than 90 days prior to the effective
date of such termination. In such case, CFM shall have the option
of terminating Kar's duties and responsibilities at any time
prior to Kar's proposed termination date, subject to payment by
CFM of the lesser of Kar's then current base pay for the ninety
(90) day period, or such other period as would be otherwise
remaining under the notice given by Kar.
5. RELEASE OF CLAIMS
CFM may condition payment of the cash termination benefits described in
Section 4(iv) of this Agreement upon the delivery by Kar of a signed release of
claims in a form reasonably satisfactory to CFM; provided, however, that Kar
shall not be required to release any rights Kar may have to be indemnified by
the Company.
6. NOTICES
Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: (i) upon delivery when delivered
personally against receipt therefor; (ii) one (1) day after being sent by
Federal Express or similar overnight delivery; or (iii) three (3) days after
being mailed via registered or certified mail, postage prepaid, return receipt
requested, to either party at the address set forth above, or to such other
address as such party shall give by notice hereunder to the other party.
7. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, such provision shall be interpreted so as to remain
enforceable to the maximum extent permissible consistent with applicable law and
the remaining conditions and provisions or portions thereof shall nevertheless
remain in frill force and effect and enforceable to the extent they are valid,
legal and enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein.
8. ARBITRATION
Any dispute or disagreement arising out of this Agreement or a claimed
breach, shall be resolved by arbitration in Xxxxxxx County, Pennsylvania under
the Voluntary Labor Arbitration Rules of the American Arbitration Association.
The arbitrator's decision shall be final and binding upon the parties and
judgment may be entered in any court.
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9. ENTIRE AGREEMENT MODIFICATION
This Agreement contains the entire agreement of the parties relating to the
subject matter hereof and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
which are not set forth herein. No modification of this Agreement shall be valid
unless made in writing and signed by the parties hereto
10. BINDING EFFECT
The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, CFM, its successors and assigns, and upon Kar and
his legal representatives. This Agreement constitutes a personal service
agreement, and the performance of Kar's obligations hereunder may not be
transferred or assigned by Kar.
11. GOVERNING LAW
This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the Commonwealth of Pennsylvania without regard to
principles of conflict of laws.
12. HEADINGS
The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto. intending to be legally bound
hereby, have executed this Agreement as of the day and year first above written.
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RUDRA KAR
ACCEPTED: /s/ Xxxxx X. Kar 12/2/98
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Xxxxx X. Kar Date
CFM TECHNOLOGIES, INC
/s/ Xxxxx X. Xxxxxxx 12/2/98
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Xxxxx X. Xxxxxxx Date
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