EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of April 11, 1997, by and
between ISOLYSER COMPANY, INC., a Georgia corporation ("Isolyser"), and XXXX X.
XxXXXXXX, a Georgia resident ("McGrevin").
In consideration of the mutual covenants contained herein, Isolyser and
McGrevin agree as follows:
1. EMPLOYMENT. Isolyser appoints McGrevin as Chairman of the Board of
Directors of Isolyser and as acting President of Isolyser. McGrevin accepts such
appointment and agrees to assist Isolyser faithfully and diligently to achieve
its business objectives as may from time to time be requested by Isolyser's
Board of Directors, and McGrevin shall take no action which will be contrary to
such objectives.
2. TERM. This Agreement and McGrevin's employment hereunder shall
commence on the date hereof and, unless earlier terminated in accordance with
Section 5 hereof, shall continue through December 31, 1997. Isolyser and
McGrevin may mutually agree in their respective discretion to continue this
Agreement beyond December 31, 1997.
3. COMPENSATION. As full compensation for all services rendered by McGrevin
pursuant to this Agreement, McGrevin shall receive from Isolyser during his
employment under this Agreement the following:
(a) A salary at the rate of $90,000 per year. Such salary shall be
payable in accordance with the customary practices of Isolyser but not
less frequently than monthly.
(b) McGrevin shall be entitled to participate in any and all
employee benefit plans, medical insurance plans, life insurance plans,
disability income, and other benefit plans from time to time in effect
for senior executives of Isolyser. Such participation shall be subject
to (i) the terms of the applicable plan documents, (ii) generally
applicable policies of Isolyser and (iii) the discretion of the Board of
Directors of Isolyser or the administrative or other committee provided
for or contemplated by such plans. Isolyser and McGrevin each
acknowledge and agree that it is not currently contemplated that
McGrevin shall participate in any cash bonus or incentive compensation
plan which may be adopted by Isolyser, and Isolyser may exclude McGrevin
from any such plan which may be adopted.
(c) In contemplation of this Agreement, McGrevin has been granted a
stock option (the "Stock Option") under Isolyser's Stock Option Plan for
the purchase of up to 150,000 shares of $.001 par value common stock of
Isolyser at an exercise price of $4.75 per share having a term of five
years and vesting completely on October 11, 1997. The terms of such
stock option are more particularly set forth in, and shall be governed
by, that certain Non-Qualified Stock Option Agreement pursuant to
Isolyser Company, Inc. Stock Option Plan dated as of April 4, 1997
between Isolyser and McGrevin.
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4. BUSINESS EXPENSES. Isolyser shall reimburse McGrevin for all reasonable
travel and other business expenses incurred by him in the performance of his
duties and responsibilities, subject to such reasonable requirements with
respect to substantiation and documentation as may be specified by Isolyser.
5. TERMINATION. McGrevin's employment shall automatically terminate in the
event of McGrevin's death. In addition, Isolyser may terminate McGrevin's
employment at any time with or without cause. In the event this Agreement is
terminated by Isolyser without cause during the first six months following the
date of this Agreement, the vesting condition of the Stock Option shall
nevertheless be satisfied as if such vesting condition was never contained in
such Stock Option. Isolyser's termination of McGrevin under this Agreement shall
be without cause in the event of any termination of employment (including,
without limitation, any such termination resulting from death) other than based
upon a finding by the Board of Directors of any of the following:
(i) Gross incompetence, gross negligence, willful misconduct in
office or breach of any material fiduciary duty owed to Isolyser or any
subsidiary or affiliate of Isolyser;
(ii) Conviction of a felony, a crime of moral turpitude or
commission of an act of embezzlement or fraud against Isolyser or any
subsidiary or affiliate of Isolyser which in any such case reflects
badly upon Isolyser; or
(iii) Any material breach by McGrevin of a material term of this
Agreement including without limitation material failure to perform a
substantial portion of his duties and responsibilities hereunder within
five days following notice of such breach.
6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. McGrevin acknowledges that,
though his association with Isolyser and Isolyser's affiliated companies
(collectively, the "Company Group"), he 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, processes and
financial data, which the Company Group takes reasonable
efforts to protect from disclosure, and from which the Company
Group derives actual or potential economic value due to its
confidential nature (the foregoing being hereinafter
collectively referred to as the "Confidential Information").
McGrevin acknowledges that use of such Confidential Information will give
McGrevin unfair competitive advantage over the Company Group in the event that
McGrevin should go into competition with the Company Group and 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, McGrevin will not disclose to
any person, or utilize for McGrevin's benefit, any of the Confidential
Information. McGrevin acknowledges that such Confidential Information is of
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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. McGrevin acknowledges and recognizes that
applicable law prohibits disclosure of confidential information and trade
secrets indefinitely (i.e., without regard to the two year period described in
this paragraph), and Isolyser has the right to require McGrevin to comply with
such law in addition to the Isolyser's rights under this paragraph.
7. WITHHOLDING. All payments made by Isolyser under this Agreement shall be
net of any tax required to be withheld by Isolyser under applicable law.
8. ARBITRATION OF DISPUTES. Any controversy or claim arising out of or
relating to the employment relationship between Isolyser and McGrevin
(including, without limitation, the Stock Option) shall be settled by
arbitration in accordance with the laws of the State of Georgia by three
arbitrators, one of whom shall be appointed by Isolyser, one by McGrevin 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 as
otherwise provided in this paragraph. Judgment upon the award entered by the
arbitrators 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.
9. SUCCESSORS AND ASSIGNS. Neither Isolyser nor McGrevin may make any
assignment of this Agreement without the prior written consent of the other
party.
10. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Georgia.
11. AMENDMENT. This Agreement may be amended or modified only by a written
agreement signed by McGrevin and a duly authorized officer of Isolyser.
12. COUNTERPARTS. This Agreement may be executed in any one or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.
ISOLYSER COMPANY, INC.
By:____________________________________
Its:___________________________________
_______________________________________
Xxxx X. XxXxxxxx
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