EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into effective as of
the 14 day of February, 1998 (the "Effective Date"), by and between ISOLYSER
COMPANY, INC., a Georgia corporation (hereinafter the "Company"), and XXXXXXXX
XXXXXXXXXX (hereinafter the "Employee").
RECITALS:
R-1. The Company develops, manufactures and markets disposable,
specialty and safety products for use in medical, industrial and commercial
markets.
R-2. The Company's markets are worldwide.
R-3. The Company maintains certain trade secrets and confidential
information which is proprietary to the Company, the disclosure or exploitation
of which would cause significant damage to the Company.
R-4. The Company desires to employ the Employee, and the Employee
desires to accept such employment, for which purposes each of the Company and
the Employee desire to enter into this Agreement to set forth and clarify
certain of the terms and conditions relevant to such employment.
R-5. The Company recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control (as defined herein)
may arise which may create uncertainty and questions among management resulting
in a departure or distraction of management personnel to the detriment of the
Company and its shareholders. In addition, the Company believes that should the
Company or its shareholders receive a proposal for transfer of control of the
Company, the Employee should be able to assess and advise the Company
483294.2
whether such proposal would be in the best interests of the Company and its
shareholders and to take such other action regarding such proposal as the Board
of Directors might determine to be appropriate without being influenced by the
uncertainty of the Employee's own situation.
NOW, THEREFORE, in consideration of the recitals, the covenants and
agreements herein contained and the benefits to be derived herefrom, the
parties, intending to be legally bound, agree as follows:
1. Recitals. The recitals set forth above constitute part of this
Agreement and are incorporated herein by this reference.
2. Employment. From and after the date hereof and for the term herein
provided, the Company agrees to employ the Employee, and the Employee accepts
such employment with the Company upon the terms and conditions hereinafter set
forth.
3. Term. The Employee's employment shall commence on the Effective Date
and, subject to Section 8 of this Agreement, shall continue through the third
anniversary of the Effective Date.
4. Duties. Subject to the direction and supervision of the Board of
Directors of the Company, the Employee agrees that: (a) he shall devote his full
working time and attention to the business of the Company and its affiliated
companies; (b) he will perform all of his duties pursuant to this Agreement
faithfully and to the best of his abilities in a manner intended to advance the
Company's interests; and (c) he shall not engage in any other business activity
except: (i) investing assets in a manner not prohibited by Section 9(e) of this
Agreement, and in such form or manner as shall not require any material services
on his part in the operations or affairs of the companies or other entities in
which such investments are made, (ii) serving on the board of directors of any
company, subject to the provisions set forth in Section 9(e) of this
483294.2
-2-
Agreement and provided that he shall not be required to render any material
services with respect to the operations or affairs of any such company, (iii)
engaging in religious, charitable or other community or non-profit activities
which do not impair his ability to fulfill his duties and responsibilities under
this Agreement, or (iv) such other activities as may be expressly approved in
advance by the Board of Directors of the Company.
5. Compensation. As full compensation for all services rendered by the
Employee pursuant to this Agreement and as full consideration for all of the
terms of this Agreement, the Employee shall receive from the Company during his
employment under this Agreement the base salary, bonuses and fringe benefits
described below.
(a) Base Salary. For all services rendered pursuant to this
Agreement, the Company shall pay or cause to be paid to the Employee an annual
base salary of $150,000 (the "Floor Amount"). The annual salary may be increased
or (subject to the terms of this Agreement) decreased from time to time during
the term of this Agreement in the discretion of the Company. The base salary
shall be payable in accordance with the customary practices of the Company for
payment of its employees, but in any event, in installments not less frequently
than once monthly.
(b) Bonus Compensation. To the extent that the Company shall
establish, from time to time in its discretion, bonus compensation plans for the
benefit of all of its management level employees, the Employee shall be entitled
to participate in such bonus compensation plans in accordance with terms and
provisions established by the Board of Directors in its discretion.
(c) Long Term Incentive Payments. The Company has or may from
time to time in the future grant to the Employee such long-term incentive
compensation (including, by
483294.2
-3-
way of illustration but not limitation, stock options) as the Board of Directors
may determine in its discretion.
(d) Fringe Benefits. The Company has adopted, or may from time
to time adopt, policies in respect of fringe benefits for its management level
employees in the nature of health and life insurance, holidays, vacation,
disability and other matters. The Company covenants and agrees that the Employee
shall be entitled to participate in any such fringe benefit policies adopted by
the Company to the same extent that such fringe benefits shall be available to
and for the benefit of all other management level employees.
(e) Tax Withholdings and Other Deductions. The Company shall
have the right to deduct from the base salary and any additional compensation
payable to the Employee all amounts required to be deducted and withheld in
accordance with social security taxes and all applicable federal, state and
local taxes and charges as may now be in effect or which may be hereafter
enacted or required as charges on the compensation of the Employee. The Company
shall also have the right to offset from the base salary and any additional
compensation payable to the Employee any loan or other amounts owed to the
Company by the Employee.
6. Working Facilities. The Company, at its own expense, shall furnish
the Employee with office, working space and such equipment as may be reasonably
necessary for the Employees's performance of his or her duties.
7. Expenses. The Employee is required as a condition of employment to
incur ordinary, necessary and reasonable expenses for the promotion of the
business of the Company and its affiliates and subsidiaries, including expenses
for entertaining, travel and similar items. The Employee is authorized to incur
reasonable expenses in connection with such business, including travel and
entertainment expenses, fees for seminars and courses, and expenses
483294.2
-4-
incurred in attendance at executive meetings and conventions. If paid by the
Employee, upon presentation by the Employee of an itemized account of such
expenditures in a manner satisfactory to the Company, the Employee shall be
entitled to receive reimbursement for these expenses, subject to policies that
may be established from time to time by the Company. It is intended by the
Company and the Employee that all expenses incurred pursuant to this paragraph
are to be ordinary and necessary business expenses.
8. Termination. The Employee's employment may be terminated in
accordance with the provisions of this Section. The provisions for termination
are as follows:
(a) Death or Disability. The Employee's employment shall be
terminated upon the death or total disability of the Employee (total disability
meaning the failure of the Employee to perform his or her duties and
responsibilities hereunder in the manner and to the extent required by this
Agreement for a period of 180 consecutive days by reason of the Employee's
mental or physical disability as determined by the Board of Directors of the
Company, which determination, in the absence of a showing of bad faith, shall be
conclusive upon the Employee).
(b) Termination For Cause. The Employee's employment may be
terminated by the Company for Cause. For purposes of this Agreement, the term
"Cause" shall mean a determination by the Board of Directors that any of the
following has occurred: (i) the Employee's material failure or refusal to comply
with the policies, standards and regulations of the Company from time to time
reasonably established and fairly administered by the Company, (ii) a material
breach by the Employee of the terms of Section 9 of this Agreement, (iii) a
material breach by the Employee of any of the other terms of this Agreement or
any written agreement entered by the parties concurrently herewith, or (iv) the
indictment or conviction of the Employee for any felony, the conviction of the
Employee for a misdemeanor involving the
483294.2
-5-
misuse of funds, or the adjudication by a court that the Employee engaged in
willful misconduct in connection with the activities of the Company.
(c) Termination Without Cause. The Employee's employment may
be terminated by the Company without Cause; provided, that, in the event of any
termination of the Employee's employment under this paragraph (c), the Employee
shall be entitled to receive such Employee's annual base salary (but not less
than the Floor Amount per year) as then in effect as set forth in Section 5(a)
hereof until the first anniversary of the date of such termination of employment
payable at the Company's election either in a lump sum (present valued at a
discount rate of 10%) or as otherwise payable under Section 5(a). The Company's
obligation to make payments under this paragraph shall cease and terminate in
the event of any breach by the Employee of any of the provisions of Section 9 of
this Agreement. The Company may require, as a condition precedent to making any
payments under this paragraph to the Employee, that the Employee execute a
customary release and covenant not to xxx in favor of the Company. Any payments
under this Section 8(c) shall be subject to Section 5(e).
(d) Termination By Employee. The Employee may terminate his
employment hereunder with or without Good Reason (as defined below) by written
notice to the Company. In the event the Employee elects to terminate this
Agreement without Good Reason, then the Employee shall offer to continue to
provide services to the Company in accordance with this Agreement for a period
of not less than ninety (90) days from the date that the Employee elects to
resign. The Company may accept such offer in full, accept such offer subject to
the Company's right to terminate the Employee's employment during such ninety
(90) day period (which termination shall nevertheless be treated as a
termination by Employee without Good Reason) or reject such offer in which event
the Employee's employment shall immediately
483294.2
-6-
terminate. Effective upon the date of Employee's termination of employment
following the Employee's resignation without Good Reason, the Employee shall be
entitled to no further compensation or benefits under this Agreement. In the
event the Employee terminates his employment hereunder for Good Reason, the
Employee shall be entitled to the benefits specified in Subsection (c) of this
Section 9 as if Employee's employment was terminated by the Company without
Cause. As used in this Agreement, the term "Good Reason" shall mean either the
reduction of the Employee's salary below the Floor Amount per year without the
written consent of the Employee or the failure by the Company to comply with its
obligations under this Agreement in any material respects which failure to
comply continues for a period of not less than thirty (30) days following
written notice thereof by the Employee to the Company.
(e) Change of Control.
(i) As used in this Agreement, the term "Change of
Control" shall mean:
(A) Individuals who, as of the date of this
Agreement, constitute the Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of such Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual was a member of the Incumbent Board, but excluding, for this purpose,
any individual whose initial assumption of such directorship occurs as a result
of either an actual or threatened election contest (as such terms are used in
Section 14a-11 of Regulation 14A promulgated under the Securities Exchange
483294.2
-7-
Act of 1934 (the "Exchange Act")) or other actual or threatened solicitation of
proxies or consents by or on behalf of an individual, entity or group other than
the Board;
(B) The acquisition by an individual, entity
or group (within the means of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
other than a trustee or other fiduciary holding securities under an employee
benefit plan of the Company, of Beneficial Ownership (as defined in that certain
Shareholder Protection Rights Agreement dated as of December 20, 1996 between
the Company and SunTrust Bank, as such agreement may be modified or amended from
time to time (the "Rights Agreement")) of 15% or more of either the then
outstanding shares of common stock of the Company or the combined voting power
of the outstanding voting securities of the Company entitled to vote generally
in the election of directors unless the Incumbent Board determines that such
transaction shall not constitute a "Change of Control" hereunder;
(C) If there occurs any merger or
consolidation of the Company with or into any other corporation or entity (other
than a wholly-owned subsidiary of the Company) unless the Incumbent Board
determines that such transaction shall not constitute a "Change of Control"
hereunder; or
(D) There occurs a sale or disposition by the
Company of all or substantially all of the Company's assets.
Notwithstanding the foregoing, no Change of Control shall be deemed to have
occurred for purposes of this Agreement by virtue of any transaction which
results in the Employee, or a group of persons which includes the Employee,
acquiring directly or indirectly all or substantially of the assets of the
Company.
483294.2
-8-
(ii) In the event of any termination of Employee's
employment with the Company occurring within six (6) months following the
occurrence of any event constituting a Change of Control other than a
termination of employment occurring as a result of a termination under
Subsections (a) or (b) of this Section 8 (being a termination for death or
disability or a termination by the Company for Cause), the Company shall pay to
the Employee the sum of the following:
(A) The Employee's base salary through the
date of termination at the rate in effect just prior to the date of termination
of employment, plus any benefits or awards (including both the cash and stock
component) which pursuant to the terms of any compensation plans have been
earned or become payable, but which have not yet been paid to the Employee
(including amounts which previously had been deferred at the Employee's
request);
(B) A lump sum payment in cash in an amount
equal to 2.99 times the Employee's annual base salary in effect immediately
prior to the date of termination of employment (but not less than the Floor
Amount per year); and
(C) If Employee's employment is terminated
within the scope of Subsection (e)(ii) of this Section, then the Company shall
maintain in full force and effect, at the sole cost of the Company (except for
any regular contributions of the Employee required of the Employee in the same
manner as required by all other managerial employees of the Company), for the
continued benefit of the Employee and his dependents for a period terminating on
the earlier of (x) twelve months after such date of termination or (y) the
commencement date of equivalent benefits from a new employer, all insured and
self-insured Employee group health insurance plans in which the Employee was
entitled to participate
483294.2
-9-
immediately prior to the date of termination, provided that the Employee's
continued participation is possible under the general terms and provisions of
such plans and that applicable tax requirements do not require that the value of
such benefits be included in Employee's income. The terms of this Subsection are
in addition to any rights or obligations arising under applicable law.
(iii) In the event any payment or distribution by the
Company or acceleration of any rights to or for the benefit of the Employee
(whether paid or payable or distributable or accelerated pursuant to the terms
of this Agreement or otherwise (a "Payment")) will be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or any interest or penalties are incurred by the Employee with respect
to such excise tax (collectively, the "Excise Tax"), then the amounts payable
under Subsection (e)(ii) of this Section shall first be reduced (prior to
reducing the Payments under any other agreement with or for the benefit of the
Employee) to the extent necessary so that no Payment shall be subject to the
Excise Tax, except that no such reduction shall be made to the extent that the
Payments receivable by the Employee net of all taxes (including, without
limitation, income taxes and the Excise Tax (collectively, the "Taxes")) on such
Payments before such reduction would be greater than the Payments receivable by
the Employee net of all taxes after such reduction. All determinations required
to be made under this clause shall be made by Deloitte & Touche LLP, Atlanta,
Georgia, or such other accounting firm as may be mutually agreed to between the
Employee and the Company (the "Accounting Firm"). For purposes of making such
determinations by the Accounting Firm (A) no portion of any Payment which
Employee has waived in writing prior to the date of payment will be taken into
account, (B) no portion of any Payment which tax counsel, selected by the
Accounting Firm and acceptable to
483294.2
-10-
the Employee, determines not to constitute a "parachute payment" within the
meaning of Section 280G(b)(2) of the Code will be taken into account, (C) no
portion of any payment which such tax counsel determines to be reasonable
compensation for services rendered within the meaning of Section 280G(b)(4) of
the Code will be taken into account, (D) the value of any non-cash benefit or
any deferred payment or benefit included in the Payments will be determined by
the Accounting Firm in accordance with Sections 280G(d)(3) and (4) of the Code,
and (E) any reductions under this Subsection shall be made serially against
Subsections (A), (B) and (C) of Subsection (e)(ii) of this Section and in that
order. All fees and expenses of the Accounting Firm and any tax counsel selected
under this Subsection shall be borne solely by the Company, and any
determination by the Accounting Firm and such tax counsel shall be binding upon
the Company and the Employee. Any Payment due under this Subsection (e) shall be
paid to the Employee by the Company within ten (10) days of the Company's
receipt of the Accounting Firm's determination.
9. Protective Covenants; Remedies.
(a) Property Rights. The Employee acknowledges and agrees that
all records of the accounts of customers, lists, prospect lists, prospect
reports, vendor lists, samples, desk calendars, briefcases, day timers,
notebooks, computers, computer records and software, policy and procedure
manuals, price lists, catalogs, premises keys, written methods of pricing, lists
of needs and requirements of customers, written methods of operation of the
Company or any subsidiary or affiliate of the Company (collectively, the
"Company Group"), manufacturing techniques, financial records and any other
records and books relating in any manner whatsoever to the customers of the
Company Group or its business, whether prepared by the Employee or otherwise
coming into the Employee's possession, are the exclusive property of the Company
483294.2
-11-
Group regardless of who actually purchased or prepared the original book,
record, list or other property. All such books, records, lists or other property
shall be immediately returned by the Employee to the Company upon any
termination of employment.
(b) Non-Disclosure of Confidential Information. The Employee
acknowledges that through his employment by the Company, the Employee will
become familiar with, among other things, the following:
Any scientific or technical information, design, process,
procedure, formula or improvement that is secret and of value,
and information including, but not limited to, technical or
nontechnical data, formula, patterns, compilations, programs,
devices, methods, techniques, drawings and processes, and
product, customer and financial data, which the Company takes
reasonable efforts to protect from disclosure, and from which
the Company derives actual or potential economic value due to
its confidential nature (the foregoing being hereinafter
collectively referred to as the "Confidential Information").
The Employee acknowledges that use or disclosure of such
Confidential Information would be injurious to the Company and will give the
Employee an unfair competitive advantage over the Company Group in the event
that the Employee should go into competition with the Company Group.
Accordingly, the Employee agrees that during the term of this Agreement and for
a period of two (2) years subsequent to the termination of employment for any
reason, the Employee will not disclose to any person, or utilize for the
Employee's benefit, any of the Confidential Information. The Employee
acknowledges that such Confidential Information is of special and peculiar value
to the Company; is the property of the Company Group, the product of years of
experience and trial and error; is not generally known to the Company Group's
competitors; and is regularly used in the operation of the Company Group's
business. The Employee acknowledges and recognizes that applicable law prohibits
483294.2
-12-
disclosure of confidential information and trade secrets indefinitely (i.e.,
without regard to the two year period described in this paragraph), and the
Company has the right to require the Employee to comply with such law in
addition to the Company's rights under this paragraph.
(c) Non-Interference With Employees. The Employee agrees not
to solicit, entice or otherwise induce any employee of the Company Group to
leave the employ of the Company Group for any reason whatsoever, and not to
otherwise interfere with any contractual or business relationship between the
Company Group and any of its employees for two (2) years from the termination of
the Employee's employment other than a termination of employment within the
scope of Subsection (e)(ii) of Section 8 of this Agreement.
(d) Non-Solicitation of Customers. For so long as the Employee
shall be due or shall have accrued salary payments from the Company (including,
without limitation any such payment under Subsections (c) or (d) of Section 8 of
this Agreement which Employee does not waive and refund to the Company in
advance of taking any actions prohibited by this Subsection), and, in the event
of any termination of Employee's employment hereunder by the Company for Cause
or by the Employee without Good Reason, for one (1) year after the date of such
termination of employment, the Employee agrees that the Employee will not,
within the world (the "Territory"), which the parties agree is the territory
from which the Employee shall primarily renders services, for the Employee's own
benefit or on behalf of any other person, partnership, company or corporation,
contact any customer or customers of the Company Group who the Employee called
upon or with which the Employee became familiar while employed by the Company,
for the purpose of developing, manufacturing or selling disposable, specialty or
safety products for use in medical, industrial or commercial markets
(collectively, the
483294.2
-13-
"Business"). This Subsection shall not apply following the date of any
termination of employment within the scope of Subsection (e)(ii) of Section 8 of
this Agreement.
(e) Non-Competition. For so long as the Employee shall be due
or shall have accrued salary payments from the Company (including, without
limitation any payment under Subsections (c) or (d) of Section 8 of this
Agreement which Employee does not waive and refund to the Company in advance of
taking any action prohibited by this Subsection), and in the event of any
termination of Employee's employment hereunder by the Company for Cause or by
the Employee without Good Reason, for one (1) year after the date of such
termination of employment, the Employee agrees that the Employee will not (i)
within the Territory, either directly or indirectly, whether on his own behalf
or in the service of others (whether as an employee, director, consultant or
advisor) in any capacity that involves duties similar to the duties of the
Employee hereunder, engage in the Business, or (ii) become an owner (except for
the ownership of not greater than an interest of five percent of a publicly held
company) of any company which is engaged in the Business. This Subsection shall
not apply following the date of any termination of employment within the scope
of Subsection (e)(ii) of Section 8 of this Agreement.
(f) Inventions and Discoveries. The Employee agrees to fully
inform and disclose to the Company all inventions, designs, improvements and
discoveries which the Employee now has or may hereafter while employed by the
Company obtain which either constitutes an improvement to or a modification of
any of the products which from time to time are under development by the Company
or being manufactured or marketed by the Company (collectively, the "Products")
or constitute an invention, design, improvement or discovery having unique
application to the Products, whether conceived by the Employee alone or with
483294.2
-14-
others during or outside the usual hours of work. All such inventions, designs,
improvements and discoveries shall be the exclusive property of the Company. The
Employee shall assist the Company to obtain such legal protection of all such
inventions, designs, improvements and discoveries as may be deemed desirable by
the Company from time to time. This Subsection shall survive any expiration or
earlier termination of this Agreement.
(g) Acknowledgment Regarding Protective Covenants. The
Employee acknowledges that the Employee has read and understands the terms of
this Agreement, that the same was specifically negotiated, and that the
protective covenants agreed upon herein are necessary for the protection of the
Company Group's business. Further, the Employee acknowledges that the Company
would not employ the Employee without the specifically negotiated protective
covenants herein stated.
(h) Remedies. In addition to any other rights and remedies
which are available to the Company, with respect to any breach or violation of
the protective covenants set forth herein, it is recognized and agreed that the
Company shall be entitled to obtain injunctive relief which would prohibit the
Employee from continuing any breach or violation of such protective covenants.
10. Disputes. Any controversy or claim arising out of or relating to
the employment relationship between the Company and the Employee shall be
settled by arbitration by three arbitrators, one of whom shall be appointed by
the Company, one by the Employee and the third by the first two arbitrators. If
the first two arbitrators cannot agree on the appointment of a third arbitrator,
then the third arbitrator shall be appointed by the American Arbitration
Association in the City of Atlanta, Georgia. Such arbitration shall be conducted
in the City of Atlanta, Georgia in accordance with the rules of the American
Arbitration Association, except
483294.2
-15-
as otherwise provided in this paragraph. Judgment upon the award entered by the
arbitrators shall be final and may be entered in a court having jurisdiction
thereof. The party or parties against whom an arbitration award shall be entered
shall pay the other party's reasonable attorneys' fees and reasonable costs and
expenses in connection with the enforcement of its rights under this Agreement
unless and to the extent the arbitrators determine that under the circumstances
recovery by the prevailing party of all or any part of such fees and costs would
be unjust.
11. No Conflicting Agreements. The Employee hereby represents and
warrants that the execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other agreement
to which he is a party or by which he is bound, and that he is not subject to
any covenants against competition or similar covenants which affect the
performance of his obligations hereunder.
12. Consulting Cooperation. The Employee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions which may be
brought against or on behalf of the Company which relate to events or
occurrences that transpired while the Employee was employed by the Company. The
Employee's full cooperation in connection with such claims or actions shall
include, but not be limited to, being available to meet with counsel to prepare
for discovery or trial and to act as a witness on behalf of the Company at
mutually convenient times. The Employee shall also cooperate fully with the
Company in connection with any examination or review by any federal or state
regulatory authority as any such examination or review relates to events or
occurrences that transpired while the Employee was employed by the Company. The
obligations under this Section shall continue, to the extent required, following
the expiration of this Agreement. To the extent the Employee is required to
provide services
483294.2
-16-
under this Section subsequent to the expiration of this Agreement, the Company
shall continue to reimburse the Employee for the Employee's reasonable expenses
in connection with the performance of his duties under this Section and pay a
consulting fee in the amount of $50 per hour.
13. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and personally delivered or sent by registered or
certified mail, return receipt requested, in the case of the Company, to the
principal office of the Company directed to the attention of the Company's Board
of Directors, and in the case of the Employee, to the Employee's last known
residence address.
14. Construction. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Georgia. The waiver by any party hereto
of a breach of any of the provisions of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by any party.
15. Modification; Assignment. This Agreement may not be changed except
by written agreement duly executed by the parties hereto. The rights and
obligations of the Company under this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company. This Agreement,
being for the personal services of the Employee, shall not be assignable or
subject to anticipation by the Employee.
16. Severability. Each provision of this Agreement shall be considered
severable. If for any reason any provisions herein are determined to be invalid
or unenforceable, this Agreement shall be construed in all respects as though
such invalid or unenforceable provisions were omitted, and such invalidity or
unenforceability shall not impair or otherwise affect the validity of the other
provisions of this Agreement. Moreover, the parties agree to replace such
483294.2
-17-
invalid provision with a substitute provision that will correspond to the
original intent of the parties.
17. Number of Agreements. This Agreement may be executed in any number
of counterparts, each one of which shall be deemed an original.
18. Pronouns. The use of any word in any gender shall be deemed to
include any other gender and the use of any word in the singular shall be deemed
to include the plural where the context requires.
19. Headings. The section headings used in this Agreement are for
convenience only and are not to be controlling with respect to the contents
thereof.
20. Entire Agreement. This Agreement, together with any other written
agreements entered into concurrently herewith, contains the complete and
exclusive statement of the terms and conditions of the Employee's employment by
the Company, and there exists no other inducement or consideration between the
Company and the Employee relative to the employment contemplated by this
Agreement. All prior agreements relative to the subject matter of this Agreement
are terminated.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first set forth above.
ISOLYSER COMPANY, INC.
By:
Its: _____________________________ ____________________________________
XXXXXXXX XXXXXXXXXX
483294.2
-18-
