EXHIBIT 10(J)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of the first day of October, 1998, by and among Interstate Waste
Technologies, Inc., a Delaware Corporation, Caribe Waste Technologies,
Inc., a Puerto Rico corporation ("IWT" and "CWT" or together the
"Companies") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇").
In consideration of the mutual covenants herein contained, the
parties agree to be bound by the following terms and conditions:
I. POSITION AND AUTHORITY
▇▇. ▇▇▇▇▇▇▇▇ will hold the title of President and Chief Operating
Officer of the Companies. ▇▇. ▇▇▇▇▇▇▇▇ shall report to the Chief Executive
Officer of the Companies. ▇▇. ▇▇▇▇▇▇▇▇ shall have such authority as shall
be defined from time to time by the Chief Executive Officer of the Board of
Directors.
II. TERM
The term of employment of ▇▇. ▇▇▇▇▇▇▇▇ by the Companies (the "Term")
shall begin on October 1, 1998 and shall expire on September 30, 1999 and
thereafter for successive one-year terms; provided however, that either
party may terminate this Agreement on sixty (60) days prior written notice,
and the Company may terminate this Agreement for "cause" (defined in
Section VIII below) immediately upon written notice. In addition, on the
occurrence of the closing of the initial financing adequate to complete the
initial waste disposal facility developed by the Companies or by an
organization in which the Companies (or any affiliate of the Companies
organized to engage in the waste disposal/power generation business (an
"Operating Affiliate")) has at least 50% equity interest or some lesser
equity interest approved by the Companies' Board of Directors (the
"Financial Closing"), the expiration date of the then effective Term shall
be extended by an additional three (3) years, subject again to the same
notice proviso set forth in the preceding sentence. Any renewal or
extension periods of employment pursuant to this Section II shall also be
included in the Term for purposes of this Agreement.
III. COMPANY RULES AND REGULATIONS
▇▇. ▇▇▇▇▇▇▇▇ agrees to comply with all directives of the Board of
Directors and the Chief Executive Officer and all written rules, policies,
and regulations of the Companies.
IV. LOCATION OF EMPLOYMENT
▇▇. ▇▇▇▇▇▇▇▇'▇ office location will be in the Malvern, Pennsylvania
area. ▇▇. ▇▇▇▇▇▇▇▇ acknowledges that performance of his duties may require
frequent travel and/or extended periods away from his office and that his
office may be relocated for appropriate business reasons at the direction
of the Company's Board of Directors.
V. DUTIES AND RESPONSIBILITIES
A. ▇▇. ▇▇▇▇▇▇▇▇ agrees to devote his entire professional time,
energy, and ability to the proper and efficient performance of professional
services for the Companies and their Operating Affiliates. Without the
prior express written authorization of the Companies, ▇▇. ▇▇▇▇▇▇▇▇ shall
not, directly or indirectly, during his employment with the Companies
render services of a professional nature to any other person or firm,
whether for compensation or otherwise.
B. During the Term and for a period of three (3) years thereafter,
▇▇. ▇▇▇▇▇▇▇▇ shall not, without the written consent of the Board of
Directors or a person authorized by the Board of Directors, disclose to any
person other than as required by law or court order, or other than to an
authorized employee of the Companies or its affiliates, or to a person to
whom disclosure is necessary or appropriate in connection with the
performance by ▇▇. ▇▇▇▇▇▇▇▇ of his duties as an executive of the Companies
(e.g., disclosure to the Companies or its affiliates' outside accountants
or bankers of financial data properly requested by such persons and
approved by an authorized officer of the Companies), any confidential
information obtained by him while in the employ of the Company with respect
to the Companies or its affiliates, including confidential information
regarding any of the Companiess or its affiliates' business opportunities
or projects (collectively "Projects"); provided, however, that confidential
information shall not include any information known generally to the public
(other than as a result of unauthorized disclosure by ▇▇. ▇▇▇▇▇▇▇▇). ▇▇.
▇▇▇▇▇▇▇▇ shall be allowed to disclose confidential information to his
attorney solely for the purpose of ascertaining whether such information is
confidential within the intent of this Agreement; provided, however, that
▇▇. ▇▇▇▇▇▇▇▇ (a) discloses to his attorney the provisions of this
subsection B and (b) agrees not to waive the attorney-client privilege with
respect thereto.
C. While ▇▇. ▇▇▇▇▇▇▇▇ is employed by the Companies, he shall make
available to the Companies business opportunities that come to his
attention or to the attention of persons (other than natural persons) under
his control, and shall promptly provide to the Chief Executive Officer of
the Companies all material facts regarding such opportunities.
D. During the Term and for a one-year period following the
termination of the Term, ▇▇. ▇▇▇▇▇▇▇▇ agrees that he shall not compete with
the Companies or any of their affiliates without the prior written consent
of the Board of Directors. For purposes of this Agreement, the term
"compete" shall mean participating as a more than five (5%) stockholder, an
officer, a director, an employee, a partner, an agent, a consultant, or in
any other individual or representative capacity in any business entity
engaged in the business of consulting with respect to, developing,
designing, or constructing waste disposal facilities within North America
the Caribbean or any location in which either of the Companies has on-going
development activities. During the Term and for a period of two years
following termination of the Term, ▇▇. ▇▇▇▇▇▇▇▇ shall not engage in any
Prohibited Solicitation. For purposes of this Agreement, the term
"Prohibited Solicitation" shall mean (i) contacting directly or indirectly
regarding any business relating to waste disposal and;/or power generation
any potential customer (a) to which the Companies or any of their
affiliates made a proposal during the Term, (b) which issued to the
Companies, or disclosed to the Companies, plans to issue, during the Term,
any request for proposal or invitation for bids regarding waste disposal
facilities or, (c) about which a prospective project was reported or
advertised during the Term in either of the trade publications The Resource
Recovery Report or Sludge, or (ii) employing or soliciting for employment
any employees of the Companies or any of their affiliates. In the event the
restrictions against engaging in a competitive activity or Prohibited
Solicitation contained in this subsection D shall be determined by any
court of competent jurisdiction to be unenforceable by reason of their
extending for too great a period of time or over too great a geographical
area or by reason of their being too extensive in any other respect, this
subsection D shall be interpreted to extend only over the maximum period of
time for which it may be enforceable and over the maximum geographical area
as to which it may be enforceable and to the maximum geographical area as
to which it may be enforceable and to the maximum extent in all other
respects as to which it may be enforceable, all as determined by such court
in such action. ▇▇. ▇▇▇▇▇▇▇▇ acknowledges that a breach of the restrictions
against engaging in a competitive activity or Prohibited Solicitation
contained in this subsection D may cause irreparable damage to the
Companies or their affiliates, the exact amount of which will be difficult
to ascertain, and that the remedies at law for any such breach may be
inadequate. Accordingly, ▇▇. ▇▇▇▇▇▇▇▇ and the Companies agree that if he
breaches the restrictions against engaging in a competitive activity or
Prohibited Solicitation contained in this subsection D, in addition to any
other remedies to which it or they may be entitled, then the Companies or
their affiliates shall be entitled to equitable relief, including but not
limited to injunctive relief, without posting bond or other security.
E. If the Companies elect to enforce the prohibition against
engaging in a Prohibited Solicitation after a Qualifying Termination for
any period in which ▇▇. ▇▇▇▇▇▇▇▇ would not otherwise receive Severance
Compensation, the Companies shall pay Severance Compensation for such
period.
VI. COMPENSATION
A. ▇▇. ▇▇▇▇▇▇▇▇ shall be compensated by the Companies with an
annual base salary payable semi-monthly ("Annual Base Salary"). Initially,
the Annual Base Salary payable to the Employee shall be $175,000. The
Employee's Annual Base Salary shall be increased (i) to $200,000 commencing
on the first month next following the Financial Closing, and (ii) to
$225,000 commencing on the first month next following payment to the
Companies or an Operating Affiliate by a customer pursuant to a definitive
service ageement for waste disposal (a "Service Agreement").
B. ▇▇. ▇▇▇▇▇▇▇▇ shall receive a financing bonus ("Project Financing
Bonus") and a completion bonus ("Project Completion Bonus") of $25,000 and
$75,000, respectively, per each processing line of Thermoselect, ▇▇▇▇▇ or
similar technology to be installed in a facility in which the Companies or
any Operating Affiliate has at least a 50% equity interest or a lesser
equity interest approved by the Companyies Board of Directors. ▇▇. ▇▇▇▇▇▇▇▇
shall be entitled to receive a Project Financing Bonus upon closing by the
Companies or an Operating Affiliate of financing adequate to complete the
project either during (i) the Term of this agreement, or (ii) within three
(3) years following expiration or termination of the Term with respect to
any facility for which the Companies or any Operating Affiliate has
presented a definitive proposal during the Term. ▇▇. ▇▇▇▇▇▇▇▇ shall be
ertitled to receive a Project Completion Bonus when each processing line
becomes operational and accepted by the customer either during (i) the
Term, or (ii) within three (3) years following the expiration or
termination of the Term with respect to any facility for which the
Companies or an Operating Affiliate has presented a definitive proposal
during the Term. Each Project Completion Bonus shall become due and
payable when each such processing line becomes operational and accepted by
the customer.
C. The Companies hereby transfer to ▇▇. ▇▇▇▇▇▇▇▇ a 25,000 shares
of the common stock of each of IWT and CWT ("Founders' Shares"). The total
number of all shares outstanding of each of which companies shall initially
be 1,000,000 shares; provided however, that ▇▇. ▇▇▇▇▇▇▇▇ shall forfeit (i)
80% of such Founders' Shares if ▇▇. ▇▇▇▇▇▇▇▇ terminates his employment or
is terminated for any cause before the first anniversary of the date of
this Agreement; (ii) 60% of such Founders' Shares if ▇▇. ▇▇▇▇▇▇▇▇
terminates his employment or is terminated for any reason after the first
anniversary but prior to the second anniversary of the date of this
Agreement; (iii) 40% of such Founders' Shares if ▇▇. ▇▇▇▇▇▇▇▇ terminates
his employment or is terminated for any reason afterh the second
anniversary but prior to the third anniversary of the date of this
Agreement; (iv) 20% of such Founders' Shares if ▇▇. ▇▇▇▇▇▇▇▇ terminates his
employment or is terminated for any reason after the third anniversary but
prior to the fourth anniversary of the date of this Agreement; provided
further that if ▇▇. ▇▇▇▇▇▇▇▇ is terminated due to death or disability, IWT
and CWT shall transfer to ▇▇. ▇▇▇▇▇▇▇▇ or to his beneficiaries, in addition
to such Founders' Shares that ▇▇. ▇▇▇▇▇▇▇▇ would otherwise retain upon
termination of his employment, 3,000 shares of the outstanding common stock
of each of IWT and CWT, respectively. Beginning on the date of this
Agreement, ▇▇. ▇▇▇▇▇▇▇▇ shall be entitled to all dividends paid and any
voting rights in respect of the Founders' Shares. ▇▇. ▇▇▇▇▇▇▇▇ shall also
be entitled to liquidation proceeds, if any, with respect to such Founders'
Shares as are not subject to forfeiture pursuant to this Section. Any
Founders' Shares transferred hereunder shall not be transferable if such
Founders' Shares are subject to forfeiture pursuant to this section. The
foregoing section shall not apply to a transfer that is part of a
transaction whereby substantially all of the assets or stock of IWT or CWT,
as the case may be, is sold or otherwise transferred to an unrelated third
party, unrelated meaning an entity not controlled by a party to this
Agreement or by ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or his family. Any shares of CWT
and/or IWT held in trust for the benefit of the unitholders from time to
time of IGC shall not be subject to a provision in that the trust
instrument requiring that at such time as the Trustees determine that the
ecomonic performance of IWT and CWT is sufficient to create a viable market
for the common stock of such company, the Trustees shall consider the
advisability of distributing the shares of such company then held in trust
to IGC unitholders. At such time as a portion of the shares of IWT or CWT
held by the Trust are sold, ▇▇. ▇▇▇▇▇▇▇▇ shall have the right to sell the
same proportion of his shares by the same purshaser(s) as are being sold by
the Trust and on the same terms.
D. ▇▇. ▇▇▇▇▇▇▇▇ hereby represents and warrants that he is acquiring
the Founders' Shares for investment for his own account and not with a view
to, or for resale in connection with the distribution or other disposition
thereof. ▇▇. ▇▇▇▇▇▇▇▇ agrees and acknowledges that he will not, directly
or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any shares of the Founders' Shares unless such
transfer, sale, assignment, pledge, hypothecation or other disposition (i)
is pursuant to an effective registration statement under the Securities Act
of 1933 and the rules and regulations in effect thereunder (the "Act") and
under all applicable state securities laws, or (ii) ▇▇. ▇▇▇▇▇▇▇▇ shall have
furnished the issuer with an opinion of counsel, which opinion and counsel
shall be satisfactory to the issuer, to the effect that no such
registration is required because of the availability of an exemption from
registration under the Act and under all applicable state securities laws.
E. ▇▇. ▇▇▇▇▇▇▇▇ acknowledges that he has been advised by each of IWT
and CWT that (i) the Founders' Shares have not been registered under the
Act; (ii) the Founders' Shares must be held indefinitely and ▇▇. ▇▇▇▇▇▇▇▇
must continue to bear the economic risk of the investment in the Founders'
Shares unless the offer and sale of such shares is subsequently registered
under the Act and all applicable state securities laws or an exemption from
registration is available; (iii) it is not anticipated that there will be
any public market for the Founders' Shares in the foreseeable future; (iv)
Rule 144 promulgated under the Act is not presently available with respect
to the sales of any securities of IWT or CWT, and neither IWT nor CWT has
made a covenant to make such rule available; (v) when and if the Founders'
Shares may be disposed of without registration under the Act in reliance on
Rule 144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule; (vi) if the Rule 144
exemption is not available, public offer or sale without registration will
require the availability of an exemption under the Act; (vii) a restrictive
legend substantially in the form set forth in Paragraph F. of this Section
VI shall be placed on the certificates representing the Founders' Shares;
and (viii) a notation shall be made in the appropriate records of each of
IWT and CWT indicating that the Founders' Shares are subject to restriction
on transfer and, if the issuer shall at some time in the future engage the
services of a stock transfer agent, appropriate stop transfer restrictions
will be issued to such transfer agent with respect to the Founders' Shares.
F. If any of the Founders' Shares are to be disposed of in
accordance with Rule 144 under the Act or otherwise, ▇▇. ▇▇▇▇▇▇▇▇ shall
promptly notify the issuer of such Founders' Shares of the intended
disposition and shall deliver to the issuer at or prior to the time of such
disposition such documentation as the issuer may reasonably request in
connection with such disposition and, in the case of a disposition pursuant
to Rule 144, shall deliver to the issuer an executed copy of any notice on
Form 144 required to be filed with the Securities and Exchange Commission.
▇▇. ▇▇▇▇▇▇▇▇ agrees that, if any securities of IWT or CWT are offered to
the public pursuant to an effective registration statement under the Act,
▇▇. ▇▇▇▇▇▇▇▇ will not without the consent of the issuer effect any public
sale or distribution to the Founders' Shares not covered by such
registration statement within seven (7) days prior to, or within ninety
(90) days after, the effective date of such registration statement. ▇▇.
▇▇▇▇▇▇▇▇ is aware that the Founders' Shares shall bear a legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAWS (THE "LAWS"), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN OPINIONOF COUNSEL SATISFACTORY TO THE
COMPANY THAT IT MAY BE TRANSFERRED IN COMPLIANCE WITH
THE ACT AND THE LAWS.
G. On each occasion, if any, following the Effective Date, that
either IWT or CWT contemplates filing with the SEC a registration statement
under the Act relating in whole or in part to the primary offer and sale of
shares of its common stock or common stock equivalent, other than a
registration statement which relates exclusively to the registration of
securities under an employee stock option, bonus, retirement or other
compensation plan or solely to the issuance of securities in connection
with a business acquisition or combination, IWT or CWT, as the case may be,
shall notify ▇▇. ▇▇▇▇▇▇▇▇ in writin of its intention to do so at least
thirty (30) days prior to the filing of each such registration statement.
If ▇▇. ▇▇▇▇▇▇▇▇ gives written notice to IWT or CWT, as the case may be,
within fifteen (15) days of receipt of such notice from IWT or CWT, as the
case may be, of ▇▇. ▇▇▇▇▇▇▇▇'▇ desire to have any of his Founders' Shares
included in such registration statement, then ▇▇. ▇▇▇▇▇▇▇▇ may, subject to
the provisions of this Section VI.(G.) have his Founders' Share so
included. IWT or CWT, as the case may be, shall file any required
amendments of or supplements to any registration statement filed pursuant
to this Section VI.(G.). IWT or CWT, as the case may be, shall bear all
expenses in connection with the registration statement. Notwithstanding
the foregoing, if the underwriter of any such offering determines that the
number of shares proposed to be sold by IWT or CWT, as the case may be
and/or by ▇▇. ▇▇▇▇▇▇▇▇ is greater than the number of shares which the
underwriter believes feasible to sell at that time, at the price and upon
the terms approved by IWT or CWT, as the case may be, then the number of
shares which the underwriter believes may be sold shall be allocated in the
following order: (i) primary shares being offered by IWT or CWT, as the
case may be, and (ii) pro rate, between the Founders' shares owned by ▇▇.
▇▇▇▇▇▇▇▇ and the shares of any other shareholder of IWT or CWT, as the case
may be, with rights generally similar to the rights provided to ▇▇.
▇▇▇▇▇▇▇▇ under this Section VI.(G.).
VII. FRINGE BENEFITS
In addition to the compensation as defined above, ▇▇. ▇▇▇▇▇▇▇▇ shall
be entitled to the following fringe benefits:
A. ▇▇. ▇▇▇▇▇▇▇▇ shall be eligible to participate in the Companies'
health plans, life and disability insurance programs, retirement plans,
vacation plans and other employee benefit plans (collectively the "Employee
Plans") available to senior executive employees in accordance with the
terms and provisions thereof. While the Companies remains a wholly-owned
subsidiary of Interstate General Company L.P. ("IGC"), or otherwise are
held in Trust for the benefit of IGC unitholders, the Employee Plans shall
be the employee benefit plans provided by IGC to its senior executives.
B. The Companies will provide ▇▇. ▇▇▇▇▇▇▇▇ (i) an automobile
allowance of $700 per month, payable semi-monthly concurrent with ▇▇.
▇▇▇▇▇▇▇▇'▇ Annual Base Salary, (ii) a nationally recognized gasoline credit
card, and (iii) an internationally recognized credit card to pay for
expenses incurred by ▇▇. ▇▇▇▇▇▇▇▇ in connection with Companies business
(collectively the "Specified Benefits").
VIII. SEVERANCE
Upon termination of ▇▇. ▇▇▇▇▇▇▇▇'▇ employment, all payment and
benefit obligations of the Companies hereunder shall immediately terminate
except as follows:
A. In the event of a termination of ▇▇. ▇▇▇▇▇▇▇▇'▇ employment due
to death or disability, ▇▇. ▇▇▇▇▇▇▇▇, or his estate shall (i) continue to
receive his Annual Base Salary and benefits (excluding the Specified
Benefits) for which ▇▇. ▇▇▇▇▇▇▇▇ remains eligible under the terms of the
Companies' benefit plans (collectively, "Severance Compensation") for a
period commencing on the effective date of ▇▇. ▇▇▇▇▇▇▇▇'▇ termination
determined by the Board (the "Termination Date") and ending six (6) months
following the Termination Date, (ii) remain entitled to receive any Project
Financing Bonus or Project Completion Bonus in accordance with Section
VI.B. hereof and ▇▇. ▇▇▇▇▇▇▇▇'▇ Equity in accordance with Section VI.C.
hereof; and
B. In the event of a Qualifying Termination (defined below) by the
Company, ▇▇. ▇▇▇▇▇▇▇▇ shall (i) receive Severance Compensation for a period
commencing on the Termination Date and ending one year following the
Termination Date, and (ii) remain entitled to receive any Project Financing
Bonus or Project Completion Bonus in accordance with Section VI.B. hereof
and ▇▇. ▇▇▇▇▇▇▇▇'▇ Equity in accordance with Section VI.C. hereof.
For purposes of this Agreement, "Qualifying Termination" shall mean
any termination of ▇▇. ▇▇▇▇▇▇▇▇ by the Companies other than for "cause" or
any termination by the Employee for "Good Reason". For purposes hereof,
"cause" shall be defined as (i) conviction of a felony, other crime
involving theft or fraud, or other crime of moral turpitude involving the
Companies, and/or (ii) engaging in fraud or conduct with the intent of
causing substantial harm to the Companies. In the event the Companies elect
to terminate ▇▇. ▇▇▇▇▇▇▇▇'▇ employment for cause, such termination may be
made effective immediately, and no advance notice shall be required.
For purposes of this section VIII, ▇▇. ▇▇▇▇▇▇▇▇ shall have terminated
the employment for a Good Reason if:
A. the Employee terminates the employment relationship within two
(2) years following the occurrence of (i) a transaction or series of
transactions other than as a result of a Financial Closing or other equity
investment in the Companies which result in neither IGC nor the family of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ exercising at least fifty percent (50%) of the voting
control of the Companies; or (ii) a transfer of all or substantially all of
the assets of the Companies or the merger of the Companies into another
entity other than an entity at least 50% of the voting control of which is
held by either IGC or the ▇▇▇▇▇▇ family; or
B. ▇▇. ▇▇▇▇▇▇▇▇ terminates the employment relationship within six
(6) months following the occurrence of (i) the Companies materially
reducing, diminishing, terminating or otherwise impairing his duties,
titles and/or responsibilities despite his written objection delivered to
the Board of Directors (ii) the Companies instructing ▇▇. ▇▇▇▇▇▇▇▇, despite
his written objection delivered to the Board of Directors, to take any
action which is in violation of any law, ordinance or regulation or would
require any act of dishonesty or moral turpitude; or (iii) the Companies
committing a material breach of any of the provisions of this Agreement.
IX. RETURN OF COMPANY MATERIALS
Upon termination of his employment for any reason, ▇▇. ▇▇▇▇▇▇▇▇ shall
return to the Companies all Company Materials (defined below) and all other
items of personal property, including all Company credit cards, telephone
cards, keys, identification cards and software, that were in ▇▇. ▇▇▇▇▇▇▇▇'▇
possession, custody or control as of the termination date and that were
generated or acquired by the him for use in connection with his employment
by the Companies (collectively "Company Materials"). "Company Materials"
shall mean all copies of all written materials, notes, notebooks, minutes,
letters, memoranda, books of account, litigation records, files, drawings,
photographs, video recordings, audio recordings, electronically or
magnetically stored data, charts, plans, specifications, maps and other
documents relating to the Companies or any of its affiliates, or any of
their respective officers, personnel, customers, suppliers, contractors,
counsel, accountants or other parties having any business relationship with
the Companies or any of its affiliates (collectively "Covered Persons");
provided that, Company Materials shall not include any written materials or
other documents relating to the foregoing that have been made generally
available to the public without violating any property rights of the
Companies.
X. INDENINIFICATION
The Companies agree to indemnify ▇▇. ▇▇▇▇▇▇▇▇ with respect to his
performance of his duties described herein, to the maximum extent permitted
by law.
XI. ARBITRATION; REMEDIES
A. Any dispute or controversy arising between ▇▇. ▇▇▇▇▇▇▇▇ and the
Companies relating to this Agreement or otherwise to ▇▇. ▇▇▇▇▇▇▇▇'▇
employment by the Companies shall be submitted to private, binding
arbitration, upon the written request of either ▇▇. ▇▇▇▇▇▇▇▇ or the
Companies, before a panel of three arbitrators, under the administration of
and in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). In the event of such dispute or
controversy, the Companies and ▇▇. ▇▇▇▇▇▇▇▇ shall independently and
simultaneously select and identify one arbitrator each, both of whom must
have no past or present familial business relationships with the parties
and must possess expertise in the area of compensation of senior management
employees. In the event that a party has not selected its arbitrator within
60 days of initiation of the arbitration, the AAA shall select such
arbitrator. These two arbitrators shall jointly agree upon and select a
third arbitrator who also possesses such credentials. These three
arbitrators shall hear and decide the dispute or controversy by majority
vote, and their decision and award shall be final and conclusive upon the
parties, and their heirs, administrators, executors, successors, and
assigns. The arbitrators shall have no power or authority to add to,
subtract from, or otherwise modify the terms of this Agreement. Wherever
the Commercial Arbitration Rules of the AAA conflict with the procedures
set forth in this section, the terms of this section shall govern. ▇▇.
▇▇▇▇▇▇▇▇ and the Companies agree that the arbitration must be initiated by
personally delivering a statement of claim to the AAA and to the party
against whom the claim is asserted no later than ninety (90) days after the
basis of the claim becomes known, or reasonably should have been known or
discovered, by the party asserting the claim. In the event arbitration is
not initiated within such ninety (90) day period, such claim, dispute, or
controversy shall be irrevocably time-barred. A judgment based upon such
arbitration award may be entered in any court having jurisdiction thereof.
B. Notwithstanding the foregoing, any action brought by the
Companies seeking a temporary restraining order, temporary and/or permanent
injunction, and/or a decree of specific performance of the terms of this
Agreement may be brought in a court of competent jurisdiction without the
obligation to proceed first to arbitration.
C. In addition to any other remedy available at law or equity, or
otherwise hereunder, in the event of any breach by ▇▇. ▇▇▇▇▇▇▇▇ not cured
within 30 days following notice by the Companies of his obligations under
any of Sections V.B, V.D, or IX hereof, ▇▇. ▇▇▇▇▇▇▇▇ shall forfeit any
right to Severance Compensation and Project Completion Bonuses hereunder.
XII. ASSIGNABILITY AND BINDING EFFECT
Neither party may assign this Agreement, or any obligation or rights
hereunder, to any other person or entity without the express written
consent of the other party. This Agreement shall be binding upon ▇▇.
▇▇▇▇▇▇▇▇ and their heirs, executors, administrators, and successors.
XIII. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Maryland.
XIV. CAPTIONS
All captions contained in this Agreement are for convenience only and
in no way define or describe the intent of the parties or specific terms
hereof.
XV. SEVERABILITY
If any provision of this Agreement shall to any extent be held
invalid or unenforceable, the remaining terms and provisions shall not be
affected thereby.
XVI. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject matter hereof. All prior negotiations or
stipulations concerning any matter which preceded or accompanied the
execution hereof are conclusively deemed to be superseded hereby.
No provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification or dischargc is agreed to in writing
signed by ▇▇. ▇▇▇▇▇▇▇▇ and such officer or director as may be specifically
designated by the Board of Directors.
XVII. NOTICES; MISCELLANEOUS
For purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be duly given
when delivered by hand or facsimile transmission or when mailed by United
States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Companies:
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Interstate Waste Technologies, Inc.
Caribe Waste Technologies, Inc.
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to the Employee:
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
XVIII. WITHHOLDING
Anything in this Agreement to the contrary notwithstanding, all
payments required to be made by the Companies hereunder to ▇▇. ▇▇▇▇▇▇▇▇ or
his estate or beneficiaries shall be subject to the withholding of such
amounts relating to taxes as the Companies may reasonably determine it
should withhold pursuant to any applicable law or regulation. In lieu of
withholding such amounts, in whole or in part, the Companies may, in their
sole discretion, accept other provisions for payment of taxes and
withholdings as required by law, provided it is satisfied that all
requirements of law affecting its responsibilities to withhold compensation
have been satisfied.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first set forth below, and the parties represent that they have
the capacity and authorization, whether it be personal or by the Board of
Directors of the Companies, to execute this Agreement.
CARIBE WASTE TECHNOLOGIES, INC.
INTERSTATE WASTE TECHNOLOGIES, INC.
Date: October 30, 1998 /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Chairman and CEO
Date: November 2, 1998 /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
In order to induce ▇▇. ▇▇▇▇▇▇▇▇ to enter into this Employment Agreement,
IGC, hereby unconditionally guarantees the performance of the obligations
of the Companies under this Employment Agreement; provided that upon the
earlier of (i) the Financial Closing, or (ii) a sale or other disposition
by IGC of the shares or substantially all of the assets of the Company as a
going concern and assumption of this guarantee obligation by the acquirer,
this guarantee shall automatically become void and of no further effect and
IGC shall be released of all obligations hereunder.
INTERSTATE GENERAL COMPANY L P.
By: Interstate General Management Corporation,
its managing general partner
Date: October 30, 1998 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman
