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EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made effective as of ____________,
by and between RENTECH, INC., a Colorado corporation (the "Company") and
_______________ _______________ (the "Employee").
WHEREAS, the Employee has been employed by the Company as its
________________, [and has been a founding shareholder and director of the
Company]; and
WHEREAS, the services, abilities, and ideas of the Employee have
constituted a major factor in the growth and development of the Company; and
WHEREAS, the Company desires to employ, retain and make secure for
itself the experience, abilities and services of the Employee and to prevent the
loss of such services or the availability thereof to other persons, concerns or
entities on the terms and under the conditions set forth herein; and
WHEREAS, the Employee desires to serve as an employee of the Company on
the terms and under the conditions set forth herein;
NOW THEREFORE, the parties hereto agree as follows:
1. EMPLOYMENT. The Company shall employ the Employee and the Employee
shall perform services for and continue in the employment of the Company, all in
accordance with the provisions of this Agreement, as more specifically described
in Section 2 hereof, for the period commencing on ____________________ and
ending on ____________________, subject to the terms and conditions hereof.
2. DUTIES. The Employee shall serve as the ___________________________
of the Company with such duties, powers and responsibilities as the Board of
Directors of the Company may reasonably specify from time to time, including,
without limitation, continuing the business of the company as it is currently
being conducted. The Employee shall devote his full time to his responsibilities
hereunder and to the business and affairs of the Company and shall not be
employed by any other person or entity.
3. COMPENSATION. The Employee shall be paid a base salary of
___________________________________ Dollars ($__________) per annum, in monthly
installments, adjusted annually by an appropriate Denver, Colorado cost of
living index. The Company's obligation to compensate the Employee shall
terminate and cease upon the termination of the Employee's employment hereunder
for any reason except if the Company terminates the Employee without cause. In
that case, the Employee shall be entitled to full compensation as set forth in
this Section 3.
3.1. PROFIT SHARING PLAN. The Company will adopt a profit-sharing plan
for the benefit of all employees, including management personnel and the
Employee. The plan will be administered by a committee appointed by the board of
directors which shall have discretion in the award of bonuses. Awards by the
committee to members of the committee will be subject to approval by the
disinterested members of the board of directors. Awards shall not aggregate in
excess of five percent of audited pre-tax earnings before depreciation,
amortization and extraordinary income for the preceding fiscal year. In no
event, however, shall any bonuses be payable from the profit pool unless the
audited pre-tax earnings before depreciation, amortization and extraordinary
income for the preceding fiscal year exceed $500,000.00.
3.2. EXPENSES AND FRINGE BENEFITS. The Employee shall be reimbursed for
reasonable out-of-pocket expenses incurred by him in the performance of his
duties hereunder in accordance with the general policies of the Company. During
the term of this Agreement, the Employee shall be entitled to
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participate in all those regular fringe benefits, including vacations, which are
provided to the executive officers of the Company from time to time.
4. NON-COMPETITION.
4.1. COVENANT NOT TO COMPETE. The Company and the Employee recognize
that the services to be rendered to the Company by the Employee under this
Agreement are special, unique and of extraordinary character in that the
Employee has been involved in developing and marketing and will continue to be
involved in developing and marketing its proprietary process for the conversion
of carbon- bearing solids or gases into valuable liquid hydrocarbons, including
the composition and use of the company's related catalyst, upon which technology
the business of the Company is based. Therefore, during the term of his
employment hereunder and for three (3) years following the termination for such
employment for any reason whatsoever (the "Non-Competition Period"), the
Employee covenants and agrees not to, without the express written consent of the
Company, which consent it may withhold in its sole and absolute discretion,
directly or indirectly own, manage, operate, control, advise, lend money to,
endorse the obligations of, or participate in or be connected as an officer,
director, five percent (5%) or more stockholder of a publicly-held Company,
stockholder, employee, partner, agent, consultant or otherwise of a closely held
Company or any enterprise or individual engaged in the business of developing,
manufacturing or marketing processes, technology, products or services that are
similar to processes, technology, products or services which have been are being
developed or are planned (as documented by memoranda, instruments, writings or
other compilations of information of the Company) to be developed by the Company
and will not, in any manner, either directly or indirectly, compete with the
Company in its business.
4.2. OUTSIDE BUSINESS ACTIVITY. The Employee, during the term of his
employment by the Company hereunder, shall at all times keep the Company
informed of any outside business activity and shall not engage in any such
activity which may be in conflict with the Company's interests.
5. CONFIDENTIALITY. The Employee acknowledges that he has learned and will learn
confidential Information, as defined in Section 5.1 hereof, relating to the
business presently being conducted and to be conducted by the Company. The
Employee agrees that he will not, except in the normal and proper course of his
duties hereunder, disclose or use or enable anyone else to disclose or use,
either during the Non-Competition Period or at any time subsequent thereto, any
such Confidential Information without the prior written consent of the Company,
which consent it may withhold in its sole and absolute discretion. The Employee
further agrees not to accept any employment which would inherently involve the
disclosure or use of Confidential Information.
5.1. CONFIDENTIAL INFORMATION. "Confidential Information" includes, but
is not limited to, the following types of information, both existing and
contemplated, and regarding the Company or its proprietary process for the
conversion of carbon-bearing solids or gases into valuable liquid hydrocarbons,
including the composition, manufacturing and use of the Company's related
catalysts: corporate information, including contractual licensing arrangements,
business plans, strategies, tactics, policies, resolutions, patent applications,
and any litigation or negotiations; marketing information, including sales or
product plans, strategies, tactics, methods, customers, prospects, or market
research data; financial information, including cost and performance data, debt
arrangement, equity structure, investors, and holdings; operational, scientific
and engineering information, including patent applications, proprietary
information, trade secrets, secret formulae, control and inspection practices,
manufacturing processes and methods, process methods, catalyst injection
methods, suppliers and parts; technical information, including engineering
designs and equipment, designs, drawings and specifications; and personnel
information, including personnel lists, resumes, personal data, organizational
structure and performance evaluations. Confidential Information shall not
include information which (a) is or becomes publicly known through no fault of
the Employee, or (b) is generally or readily obtainable by the public or within
the scientific or medical fields, or (c) is known by the Employee from general
skills, knowledge, and experience not specific to the Company's proprietary
technology acquired by the Employee before or during his employment with the
Company, or both.
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5.2. TRADE SECRETS. "Trade secrets" includes, without limitation,
information, including a formula, pattern, compilation, program device, method,
technique or process which is used in one's business, and which gives him an
opportunity to obtain an advantage over competitors who do not know or use it.
5.3. BOOKS AND RECORDS. The Employee agrees that all documents and
other tangible property of any nature pertaining to activities of the Company or
to any Confidential Information, in his possession now or at any time during the
period of his employment with the Company, including without limitation
formulae, processes, memoranda, notebooks, financial records, notes, data
sheets, records, blueprints, designs and electronic or mechanical data storage
devices and records, are and shall be the property of the Company and that they
and all copies of them shall be surrendered to the Company whenever requested by
the Company from time to time during the Non-Competition Period and upon request
upon termination thereof.
6. KEY MAN INSURANCE. The Employee agrees to submit to physical
examinations and take other actions and cooperate as appropriate in furtherance
of the Company's application for key man life insurance on the life of Employee.
The proceeds of any such policy shall be payable to the Company.
7. TERMINATION OF EMPLOYMENT. Prior to the stated termination, neither
party shall terminate the Employee's employment hereunder except as hereinafter
provided.
7.1. CAUSE BY EMPLOYEE. The Company may at any time terminate the
Employee's employment hereunder without notice for "cause" as hereinafter
defined. Cause for purposes of this Agreement shall include dereliction from
duty, habitual absence from work, failure or refusal to perform the duties
assigned to him in a manner satisfactory to the Company, any actions detrimental
to the best interests of the Company, any unauthorized disclosure or use of
proprietary information or Confidential Information, any breach by the Employee
of the terms of this Agreement, or any other matter which would constitute
"cause" under the statutory or decisional law of the State of Colorado. The
Employee's employment hereunder shall terminate automatically upon the death or
permanent disability of the Employee or the termination of the business of the
Company.
7.2. BREACH BY COMPANY. The Employee may terminate his employment with
the Company at any time for and upon any breach by the Company of any of its
covenants or obligations hereunder, if such breach shall not have been cured
within thirty (30) days after written notice to the Company.
7.3. WITHOUT CAUSE BY COMPANY. If the Company terminates the Employee's
employment hereunder without "cause" as defined in Section 7.1, the Company
shall pay Employee the salary due to him pursuant to this Agreement for the
remainder of the term or for one year, whichever is more.
8. JUDICIAL CONSTRUCTION. The Employee believes and acknowledges that
the provisions contained in this Agreement, including the covenants contained in
sections 4 and 5 of this Agreement, are fair and reasonable. Nonetheless, it is
agreed that if a court finds any of these provisions to be invalid in whole or
in part under the laws of any state, such finding shall not invalidate the
covenants, nor the Agreement in its entirety, but rather the covenants shall be
construed, reformed and rewritten by the court as if the most restrictive
covenants permissible under applicable law were contained herein.
9. RIGHT TO INJUNCTIVE RELIEF. The Employee acknowledges that a breach
by the Employee of any of the terms of sections 4 and 5 of this Agreement will
cause irreparable harm to the Company, and that the Company shall therefore be
entitled to any and all equitable relief, including, but not limited to,
injunctive relief, and to any other remedy that may be available under any
applicable law or agreement between the parties, and to recover from the
Employee all costs of litigation including, but not limited to, reasonable
attorneys' fees and court costs. The parties hereto further agree that this
Agreement shall be enforced wherever the Company is doing business at the
termination of the Employee's employment hereunder and wherever the Company at
such time reasonably foresees, plans and expects to do business during the
Non-Competition Period.
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10. ENTIRE AGREEMENT. The Company and the Employee acknowledge that
this Agreement contains the full and complete agreement between and among the
parties, that there are no oral or implied agreements or other modifications not
specifically set forth herein, and that this Agreement supersedes any prior
agreements or understandings, if any, between the Company and the Employee,
whether written or oral. The parties further agree that no modifications of this
Agreement may be made except by means of a written agreement or memorandum
signed by the parties.
11. GOVERNING LAW. The parties acknowledge that the Company's principal
place of business is located in the State of Colorado, that this Agreement has
been entered into in the state of Colorado and that they wish legal certainty
and predictability as to the terms of their undertaking. Accordingly, the
parties hereby agree that this agreement shall be constructed in accordance with
the laws of the State of Colorado, without giving consideration to the choice of
law provisions thereof.
12. CAPTIONS. The captions or section headings used in this Agreement
are for ease of reference only and shall have no bearing whatsoever upon the
construction, interpretation and effect of this Agreement.
13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and assigns. This
Agreement shall be binding upon and shall inure to the benefit of the Employee
and his heirs, executors, administrators and legal representatives, but shall
not be assignable by the Employee.
14. CONTINUING EFFECT. The covenants and undertakings of the Employee
specified in this Agreement shall survive expiration or other termination of
this Agreement to the extent expressed herein.
IN WITNESS WHEREOF, the Company has hereunder signed its name and the
Employee hereunder has signed his name, all as of the day and year first above
written.
RENTECH, INC.
By:
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Xxxxxx X. Xxxxxxxx
("Employee") President
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