Exhibit 10.11
SEPARATION AND NON-COMPETITION AGREEMENT
THIS SEPARATION AND NON-COMPETITION AGREEMENT is made as of the first
day of April, 1997, by and between ENVIRONMENTAL ELEMENTS CORPORATION, a
Delaware corporation with principal offices at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 (hereinafter referred to as "Company") and F. XXXXXXXX XXXXX,
(hereinafter referred to as "Xx. Xxxxx").
Background
1. Xx. Xxxxx has resigned his employment with the Company
effective March 31, 1997, and has further resigned from the office of Chairman
of the Board of Directors of the Company effective March 10, 1997 and from all
other offices of the Company and of its subsidiaries effective March 31, 1997.
2. The Company and Xx. Xxxxx are desirous of reaching an
agreement concerning the terms of the separation of Xx. Xxxxx from the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants,
understandings, and agreements contained in this Agreement and attached Exhibit,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by both parties, it is hereby agreed by and between the
parties as follows:
1. The Company and Xx. Xxxxx agree to separation terms regarding
severance and other matters in connection with Xx. Xxxxx'x resignation in
accordance with Exhibit A (attached), which is incorporated as part of this
Agreement.
2. (i) For a term expiring on March 31, 1998, Xx. Xxxxx will not
engage in, acquire any interest in, become employed by, or provide consulting
services to, or otherwise participate in, either directly or indirectly, other
than through the ownership of publicly traded stock, any other business in
competition with the business of Company. The Company's "business" shall be
limited to the businesses that the Company is in at the time of the signing of
this Agreement.
(ii) Xx. Xxxxx will not disclose to any person or other entity
any trade secrets, customer or supplier names, computer programs, cost and
pricing data, product development efforts, know-how and show-how, proposal and
contract management strategy, and other confidential technical or financial
information concerning the business or affairs of the Company, which he has
acquired in the course of or as an incident to his employment by the Company.
3. This Agreement and the attached Exhibit constitutes the
entire understanding of Company and Xx. Xxxxx with respect to the separation of
Xx. Xxxxx from the Company.
IN WITNESS WHEREOF, the parties have caused this Separation
and Non-Competition Agreement to be executed on the date indicated below, and
have heruento set their hand and seals.
ATTEST: ENVIRONMENTAL ELEMENTS
CORPORATION
/s/ Xxxx X. Xxxxxxx By: /s/ X. X. Xxxxxxx
--------------------------------- -----------------------------------
X. X. Xxxxxxx
President
WITNESS:
/s/ Xxxx X. Xxxxxxx /s/ X. X. Xxxxx
--------------------------------- -----------------------------------
F. Xxxxxxxx Xxxxx
ENVIRONMENTAL
ELEMENTS
C O R P O R A T I O N S I N C E 1 9 4 6
------------------------------------------------------------------------
0000 XXXXXXX XXXXXX x XXXXXXXXX, XXXXXXXX 00000 o TELEPHONE 000-000-0000
X.X. XXXXXXX
President and
Chief Executive Officer
February 28, 1997
Mr. F. Xxxxxxxx Xxxxx
Chairman of the Board
Environmental Elements Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Xxxx:
Based on discussions with the Compensation Committee on February 19, 1997, you
have decided to resign as an employee of EEC effective March 31, 1997. This
letter sets forth the agreements reached between you and EEC regarding your
severance and other matters in connection with your resignation. You and EEC
acknowledge that you both intend to be bound by the arrangements set forth
below.
In lieu of any other severance arrangements, or company policy or precedent, you
and EEC agree as follows:
o Your last day as an employee of EEC will be March 31, 1997;
o Beginning April 1, 1997, you will receive severance pay of one
year's salary of $180,000, payable every two weeks at your
current rate of pay. With the exception of pension credit, you
will receive no other employee benefits after March 31, 1997;
o You will be credited for pension plan purposes with full time
employment for calendar year 1997 and your entire severance pay
will be included in the pension plan base;
o On April 1, 1997 you will be paid for all your accrued but unused
vacation for calendar year 1997;
o EEC will acquire the leased car currently provided to you and
will sell it to you for $1 as soon as possible. You will have
continued use of the car until that time. All operating expenses
will be your responsibility after the sale.
o An office will made available for your nonexclusive use when you
are in Baltimore providing services to EEC and your telephone
will continue to be answered and messages taken during the
severance period;
o You will retain the laptop computer and software you currently
use and we will maintain your access to the EEC network as long
as you require it to provide services to the company as a
Director; and
o Effective April 1, 1997, you will become an Outside Director and
will receive compensation set by the Compensation Committee for
Outside Directors.
Xxxx, I believe this covers the substance of the agreement between you and EEC
and I would ask that you indicate your acceptance below.
Sincerely,
/s/ X.X. Xxxxxxx
----------------
X.X. Xxxxxxx
Accepted: /s/ F. Xxxxxxxx Xxxxx Date: 3/28/97
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X.Xxxxxxxx Xxxxx
xx: Members of the Board of Directors
