EXHIBIT 10.2
FIRST AMENDMENT
to
EMPLOYMENT AGREEMENT
by and between
ERGO SCIENCE CORPORATION
and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D.
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "First Amendment"),
amending that certain Employment Agreement (the "Agreement") dated October 6,
1995, by and between Ergo Science Corporation, a Delaware corporation (together
with its successors and assigns permitted hereunder, the "Company"), and ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, Ph.D. (the "Executive"), is made and entered into as of the 12th
day of September, 1996 by and between the Company and the Executive.
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Agreement.
1. Section 2(a)(i) of the Agreement is amended to read, in its entirety,
as follows:
"2. Terms of Employment.
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(a) Position and Duties.
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(i) During the term of the Executive's employment, the
Executive shall serve as President and, until the Board appoints a Chief
Executive Officer, shall act as Chief Executive Officer.
In acting as Chief Executive Officer, the Executive shall (x) be
responsible for preparing all Board agendas and, in consultation with the Board,
scheduling meetings of the Board, (y) have all executive authority and
responsibility associated with the activities of the Board other than presiding
at Board meetings, and (z) determine, in consultation with the Board, which
projects will be undertaken by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇., as consultant to the
Company.
In serving as President, the Executive shall report to the Board, the
Company's Chief Executive Officer or such officers of the Company as is
prescribed in the Company's by-laws, by resolutions of the Board or by direction
of the Chief Executive Officer. The Executive shall have supervision and
control over, and responsibility for, such management and operational functions
of the Company currently assigned to such position, and shall have such other
powers and duties (including holding officer positions with one or more
subsidiaries of the Company) as may from time to time be prescribed by the Board
or the Chief Executive Officer, so long as such powers and duties are reasonable
and customary for the President of an enterprise comparable to the Company."
2. Section 2(b)(i) of the Agreement is amended to read, in its entirety,
as follows:
"(b) Compensation.
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(i) Base Salary. During the term of the Executive's employment,
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the Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid in accordance with the customary payroll practices of the Company,
at least equal to $250,000. During the term of the Executive's employment, the
Annual Base Salary shall be reviewed at least annually by the Compensation
Committee of the Board (the "Compensation Committee") and shall be increased at
any time and from time to time as the Compensation Committee shall consider
appropriate in accordance with the compensation practices and guidelines of the
Company for its executive officers. Any increase in Annual Base Salary shall not
serve to limit or reduce any other obligation to the Executive under this
Agreement. The term Annual Base Salary as utilized in this Agreement shall refer
to Annual Base Salary as so increased."
3. A new Section 2(b)(vii) is added to read, in its entirety, as follows:
"(vii) Temporary Living Expenses. During the term of the
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Executive's employment and until the earlier of (A) April 30, 1997 and (B) the
Executive's purchase of a residence in the Boston, Massachusetts area, the
Executive shall be entitled to receive prompt reimbursement for reasonable
temporary living expenses (including apartment rent, utilities and furniture
rental) incurred by the Executive to maintain a temporary residence in the
Boston, Massachusetts area. It is understood that such living expenses will
approximate $2,300 per month."
4. Section 4(c)(i) of the Agreement is amended to read, in its entirety,
as follows:
"(c) Good Reason. The Executive's employment may be terminated
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during the Employment Period by the Executive for Good Reason or without Good
Reason. For purposes of this Agreement, "Good Reason" shall mean:
(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position (including status and
reporting requirements), authority, duties or responsibilities as President or
any other action by the Company which results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive (the assignment to the Executive of any duties inconsistent in any
respect with the Executive's position, authority, duties or responsibilities as
acting Chief Executive Officer shall not constitute "Good Reason");"
5. A new paragraph, to be the last paragraph of Section 4(c) of the
Agreement, is
added to read, in its entirety, as follows:
"In addition to the foregoing, if after three months following the
retention by the Company of a permanent Chief Executive Officer other than the
Executive, the Executive in good faith believes that he and the new Chief
Executive Officer cannot productively work together, the Executive may provide
notice thereof to the Board of Directors along with a detailed written
explanation of the nature of the unworkable relationship. If within 30 days
following receipt by the Board of Directors of such notice and written
explanation of the nature of the unworkable relationship has not been resolved
to the satisfaction of the Executive, the Executive may terminate his employment
with the Company and such termination shall be considered to be termination for
Good Reason."
6. Except as expressly set forth herein, the Agreement shall remain in
full force and effect in accordance with its terms.
7. This First Amendment may be executed in two or more counterparts.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board, the Company has caused this
First Amendment to be executed in its name on its behalf, all as of the day and
year first above written.
EXECUTIVE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D.
ERGO SCIENCE CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
