Exhibit (10)(r)
STARTECH ENVIRONMENTAL CORPORATION
EXECUTIVE EMPOYMENT AGREEMENT
AGREEMENT dated as of the 1st day of November, 2000, by and among
Startech Environmental Corporation ("Company"), and
Xxxxxx X. XxXxxxxx ("Executive").
WHEREAS, the Executive has been and desires to remain an Executive of the
Company on the terms and conditions hereinafter set forth; and
WHEREAS, the Company desires to continue the employment of the Executive on
such terms and conditions that will enhance the value of the Executive to the
Shareholders.
NOW, THEREFORE, in consideration of the mutual covenants, premises and
agreements herein contained, the parties agrees as follows:
1. Employment and term. The Company agrees to employ the Executive, and the
Executive agrees to continue his employment and serve the Company for the term
specified herein upon the terms and conditions hereinafter set forth. The term
of this Agreement shall be for a period of three (3) years from the date of
signing and the Executive shall be employed in the position of Vice President of
Investor Relations.
2. Duties. During the term of this agreement, the Executive agrees to
devote his full time and best efforts to the business and affairs of the Company
and to perform such duties as may be assigned to the Executive from time to time
by the Company's Board of Directors. The Executive further agrees to hold such
executive offices, if any, to which he may be elected or appointed by the
Company's Board of Directors. The Executive shall devote his full business time,
attention, energy, skill and efforts to the faithful performance of his duties
to the Company, to the promotion of its interests, and the retention and
enhancement of its goodwill.
3. Company's Authority. The Executive agrees to observe and comply with the
rules and regulations of the Company as adopted from time to time by the
Company's Board of Director's, either orally or in writing, respecting the
performance of his duties and to carry out and to perform orders, directions and
policies set forth by the Company from time to time. During the term of this
Agreement, the Executive shall not engage in any other business activity,
whether or not such business activity is pursued for gain or profit, unless the
Executive shall have first obtained the written consent of the Company.
4. Compensation. Effective as of the signing of this Agreement through
November 1, 2003, the Company shall compensate the Executive for all services
rendered to or on behalf of the Company by the Executive, at the rate of One
Hundred Forty Thousand Dollars ($140,000) per year ("Base Salary"), payable at
such times and in such manner as applicable to the Company's general payroll.
Commencing January 1, 2002, and on the first day of each calendar year
thereafter during the term of this Agreement, the Executive's base Salary will
be adjusted by an amount determined by the Company's Board of Directors.
In addition to his annual salary, the Executive may also receive a cash
bonus if deemed appropriate based upon the Executives performance over the
preceding year.
In addition to the monetary compensation listed above, during the period of
this Agreement, the Executive will also be eligible to receive an award of
common stock options at the closing market price on January 1st of each year
beginning January 1, 2001, and continuing for each succeeding year that this
Agreement is in effect. The Company, in its sole discretion as determined by its
then current Board of Directors, may award the Executive additional stock
options if deemed appropriate based upon Executives performance over the
preceding year. Any Stock Options awarded pursuant to this paragraph shall be
awarded at the closing price of the common stock on the anniversary date
referred to above. All of the options discussed above shall be for a ten (10)
year period and shall be further controlled by an option agreement that is
attached to this Employment Agreement pursuant to the Company's Non-qualified
Stock Option Plan, or a later adopted plan if appropriate. The exercise of the
Options granted hereunder, at the election of the Executive, shall be a cashless
transaction and the Company will take all steps necessary to bring about such a
result at the time any of the Options become exercisable and salable.
5. Reimbursement of Expenses. The Company shall pay directly, or reimburse
the Executive promptly, for all ordinary and reasonable expenses incurred by the
Executive in the performance of his duties hereunder, including but not limited
to travel and entertainment expenses, against presentment of the Executive of
the expense vouchers, receipts or other appropriate documentation reasonably
requested by the Company.
6. Automobile. In order to facilitate Executives performance o his duties
hereunder, in addition to the foregoing, during the term of this Agreement the
Company shall provide the Executive with a Company owned or leased automobile,
commensurate with his title and position, for his exclusive use in the
performance of his duties hereunder.
7. Change in Control. The purpose of this clause is to reinforce and
encourage the officers to maintain objectivity and a high level of attention to
their duties without distraction from the possibility of a change in control.
This clause provides that in the event of a change in control of the Company,
the executive is entitled to certain benefits (the "Severance Benefits.") on the
subsequent termination or constructive termination of his or her employment,
unless such termination is due to death, disability, or voluntary retirement or
termination by the Company for cause. This clause is intended to be a double
trigger.
The Severance Benefits will include (i) a lump sum payment of 150% of the
amount the Executive would have earned if he had received his salary payments
through the expiration date of this Agreement, (ii) an additional lump sum
payment of $250,000; (iii) an immediate vesting of all options awarded to the
executive as part of this Agreement or at any other time; (iv) an immediate
right to sell said options referred to in (iii) above without restriction as to
dates, times and/or amounts;(v) immediate vesting and transfer of ownership of
all life insurance policies; and (vi) life and health benefits, including
supplemental, vision and dental benefits if applicable, in an equal or better
plan then the one currently provided to the executive and his family by the
Company for a period of three years from the date of termination or constructive
termination.
In the event any payment or benefit received, or to be received, by the
executive in connection with a change in control, or the termination of his
employment, whether pursuant to his Agreement or otherwise (the "Total
Payments"), is determined to be an excess parachute payment as defined in the
Internal Revenue Code, and thus subject to the 20 percent Federal Excise tax,
the amount of the benefits payable under his Agreement will be reduced until the
Total Payments are no longer subject to such tax.
For purposes of this clause, a change in control is deemed to occur if (i)
anyone, other than an Employee Benefit Plan of the Company, acquires more than
20 percent of the Company's stock; (ii) if within a two year period of the date
and moment of the signing of this Agreement, the individuals who are now Board
Members at the beginning of such time cease to constitute a majority of the
Board; or (iii) if the Company shareholders either approve a merger or
consolidation that results in someone other than the shareholders immediately
prior thereto holding more than 20 percent of the voting power of the surviving
entity, approve the complete liquidation of the Company, or approve the
disposition of substantially all of the Company's assets.
8. Vacation and sick leave. Executive shall be entitled to twenty (20) days
of paid vacation in each calendar year, and twenty days of paid sick time per
calendar year. Any unused vacation time in any such calendar year shall be
accrued for the Executive over into the following year but, absent express
approval from the President, no more than twenty vacation days may be taken in
any such calendar year irrespective of the total vacation time so accrued. The
Executive will be entitled to receive a lump sum payment for all accrued
vacation time at the end of his employment, whether voluntary or involuntary. If
Executive retires from his position at the Company at the age of 62 or later, or
is terminated for a reason other than cause, including termination after a
merger, acquisition or takeover, then Executive shall also receive a lump sum
payment for accrued sick time.
9. Disability. The Company shall purchase, on behalf of the Executive, Long
Term Disability Insurance that will cover the 65% of the Executives Base salary.
10. Non-disclosure. Recognizing that the knowledge and information about,
or relationships with, the business associates, customers, clients and agents of
the Company and its affiliated companies and business methods, systems, plans
and policies of the Company or its affiliated companies which Executive has
heretofore and shall hereafter receive, obtain or establish as an Executive of
the Company or otherwise are valuable and unique assets of the Company,
Executive agrees that, during the continuance of this Agreement and thereafter,
he shall not (otherwise than pursuant to his duties hereunder) disclose without
the written consent of the Company, any material or substantial, confidential or
proprietary know-how, data or information pertaining to the Company, or its
business, personnel or plans, to any person, firm, corporation or other entity,
for any reason or purpose whatsoever. Executive acknowledges and agrees that all
memoranda, notes, records and other documents made or compiled by Executive or
made available to Executive concerning the Company's business shall be the
Company's exclusive property and shall be delivered by Executive to the Company
upon expiration or termination of this Agreement or at any other time upon the
request of the Company.
The provisions of this paragraph 10 shall survive the expiration or
termination of this Agreement or any part thereof, without regard to the reason
therefore.
Executive hereby acknowledges that the services rendered by him are of a
special, unique and extraordinary character and, in connection with such
services, he will have access to confidential information concerning the
Company's business. By reason of this, Executive consents and agrees that if he
violates any of the provisions of this Agreement with respect to
confidentiality, the Company would sustain irreparable harm and, therefore, in
addition to any other remedies which the Company may have under this Agreement
or otherwise, the Company will be entitled to an injunction to be issued by any
court of competent jurisdiction restraining Executive from committing or
continuing any such violation of the Agreement.
11. Covenant Not to Compete . The Parties acknowledge that Company's
performance of all terms of this Agreement is necessary to protect the Company's
legitimate business interests. Executive agrees, that, during the continuance of
this Agreement and for a period of two (2) years thereafter, he will not, on
behalf of himself, or on behalf of any other person, company, corporation,
partnership or other entity or enterprise, directly or indirectly, as an
Executive, proprietor, stockholder, partner, consultant, or otherwise engage in
any business or activity competitive with the business activities of the Company
as they are now or hereafter undertaken by the Company.
The Provisions of this Paragraph 11 shall survive the expiration or
termination of this Agreement or any part thereof, without regard to the reason
therefore.
Executive hereby acknowledges that the services to be rendered by him under
this Agreement are of a special, unique and extraordinary character and, in
connection with such services, he will have access to confidential information
concerning the Company's business. By reason thereof, Executive consents and
agrees that if he violates any of the provisions of this Agreement with respect
to non-competition, the Company would sustain irreparable harm and, therefore,
in addition to any other remedies which the Company may have under
this Agreement or otherwise, the Company shall be entitled to an injunction to
be issued by any court of competent jurisdiction restraining Executive from
committing or continuing any such violation of this Agreement.
In the event Executive's employment under this Agreement is occasioned by a
material breach hereof by the Executive of the provisions contained within
Paragraph 11, the two (2) year period contained in the Covenant Not to Compete
shall instead be for three (3) years. A previous Non-Competition Agreement
binding the parties is attached hereto as Exhibit "A" and will continue in full
force and effect and be incorporated by reference into this Paragraph 11.
12. Trade secrets. Executive shall not at any time or in any manner, either
directly or indirectly, divulge, disclose or communicate to any person, firm,
corporation, or other entity in any manner whatsoever any information concerning
any matters affecting or relating to the business of Company, including but not
limited to any of its customers, the prices it obtains or has obtained from the
sale of, or at which it sells or has sold, its products, or any other
information concerning the business of Company, its manner of operation, its
plans, processes, or other data without regard to whether all of the
above-stated matters will be deemed confidential, material, or important,
Company and Executive specifically and expressly stipulating that as between
them, such matters are important, material, and confidential and gravely affect
the effective and successful conduct of the business of Company, and Company's
goodwill, and that any breach of the terms of this paragraph shall be a material
breach of this Agreement.
13. Assignment of Rights to Inventions. During the term of Executive's
employment, Executive agrees that any inventions made by Executive with
Company's facilities, equipment, supplies, trade secrets, or that relate to
Company's current or anticipated work or research, or that result from work done
for Company, shall belong to Company. Executive assigns such inventions to
Company, and agrees to cooperate with Company in obtaining patents on inventions
for Company. Executive further agrees that Company may keep such inventions as
trade secrets. All of the above shall be without any additional compensation to
the Executive
14. Severability. The invalidity of any portion of this agreement will not
and shall not be deemed to affect the validity of any other provision. In the
event that any provision of this agreement is held to be invalid, the parties
agree that the remaining provisions shall be deemed in full force and effect as
if they had been executed by both parties subsequent to the expungement of the
invalid provision.
15. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of Connecticut and any action brought hereunder shall be
exclusively in the State of Connecticut.
16. Survival of Representaions and Warranties. The representations,
warranties, covenants and agreements of the parties made herein and at the time
of the Closing or in writing delivered pursuant to the provisions of this
Agreement shall survive the consummation of the transactions contemplated hereby
and any examination on behalf of the parties.
17. Exercise of Rights and Remedies. Except as otherwise provided herein, no
delay of or omission in the exercise of any right, power or remedy accruing to
any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
hereinabove set forth.
BY: /s/
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Xxxxxx X. XxXxxxxx, Executive
BY: /s/
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Xxxxxx X. Xxxxx, President, CEO
Startech Environmental Corporation
Date:
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