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Exhibit 99.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into effective as of, October 1
1996 by and between INTERNATIONAL FOAM SOLUTIONS, INC., a Florida corporation
(the "Company") and XXXXXXX XXXXXX (Xxxxxx).
WHEREAS, the Company desires to secure the services of Xxxxxx, and
Xxxxxx desires to furnish such services to the Company upon the terms and
conditions set forth in this Agreement.
WHEREAS, Post, by reason of the nature of Xxxxxx'x duties, will be
provided access to the Company's trade secrets and other confidential
information and the Company desires to maintain the confidentiality of the
same;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereto agree as follows:
1. Duties. The Company hereby employs Xxxxxx to serve the Company as
President of the "Company" "SEE ADDENDUM A". Xxxxxx shall be on the Recycling
Plant and Development Team and serve under the supervision of the Chairman of
the Company. Except with the prior approval of the Chairman or Chief Executive
Officer of the Company, Xxxxxx agrees to devote her full time and energy toward
the performance of the duties and responsibilities assigned to her, which may
be modified from time to time in accordance with the above. "SEE ADDENDUM A"
Xxxxxx agrees to refrain from engaging directly or indirectly in any activity
or business transaction for herself or for any other person, corporation or
subsidiary thereof, whether or not for remuneration, direct or indirect,
contingent or otherwise, which in any way competes with any operation of the
Company or which may result in a conflict of interest or otherwise adversely
effects the proper discharge of her duties with, and responsibilities to, the
Company. Such duties and responsibilities shall be performed in accordance
with the Company's rules, regulation S, instructions and policies which are now
in force and as amended from time to time, or which may be adopted hereafter.
However Xxxxxx may continue to serve as CEO of HKI, Inc.
Any designs, ideas or process improvements by Xxxxxx to enhance the
Company's profitability which can be patented or copyrighted, will be patented
or copyrighted by the Company and Xxxxxx will assign all rights to the Company
as this fall under her duties as outlined in ADDENDUM "A". Ideas or prior "art"
does not fall under this category.
If the Company directly markets any of Xxxxxx'x new ideas she will
receive a 2.5% of the net profits attributed to that specific portion of the
total Patents, product or portions that is attributed to Xxxxxx patents.
2. Compensation. The Company covenants and agrees that, in
consideration of the services performed hereunder, it will pay to Xxxxxx the
starting rate of $120,000.00 per year with the annual increases to be
determined by performance of company as well as all out of pocket expenses.
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3. Benefits. Xxxxxx shall be entitled to the following benefits:
(a) Xxxxxx shall be entitled to participate in all benefit
programs established by the Company from time to time in accordance with
Company's Benefit Package "A".
(b) Xxxxxx shall be entitled to vacation from May of 1993 as
follows:
2 weeks after anniversary from year 1 to 3
3 weeks from 4th to 6th year
4 weeks from 7th through 12th year and
6 weeks after 13 years or more
as well as 9 paid holidays, as designated by the Company, and one personal day.
(c) The Company shall reimburse Xxxxxx for all reasonable
out-of-pocket expenses incurred by her in connection with the performance of
her duties hereunder upon the presentation of appropriate documentation
therefore in accordance with the Company's regular procedures. Such
reimbursement shall include automobile allowance of $550 per month and travel
and entertainment expenses. The following equipment and expenses will be paid
or supplied by the Company and any and all office equipment will be the
property of the Company.
One Cellular Telephone and one dedicated phone line to be billed
directly to the Company.
4. Term. This Agreement shall become effective as of the date set
forth above, and shall expire 5 years hereafter, subject to earlier termination
in accordance with the following paragraphs. This Agreement shall be renewable
and re-negotiated 90 days before the end of Term.
5. Disability. If Xxxxxx shall be unable substantially to perform the
duties required of him pursuant to this Agreement due to any injury, illness or
disease as determined by an independent physician mutually acceptable to the
Company and Xxxxxx, and such inability shall continue for a period of 90 days,
the Company shall have the right to terminate this Agreement upon written
notice to Xxxxxx. Notwithstanding any such termination, Xxxxxx shall be
entitled to receive the base salary and benefits accrued or accruable to
Xxxxxx pursuant to this Agreement up to the date of this contract or a minimum
of two years salary.
6. Death. In the event of Xxxxxx'x death during the term of his
employment, this Agreement shall terminate as of the date of death. Xxxxxx'x
beneficiary or estate shall be entitled to receive any salary, bonuses,
vacation pay, or other benefits which have accrued or are accruable pursuant
to this Agreement through the date of death.
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7. Termination for Cause. The Company shall have the right to
terminate the employment of Xxxxxx hereunder for cause at any time if:
(a) Xxxxxx is convicted by a court of competent and final
jurisdiction of any crime (whether or not involving the Company) which
constitutes a felony in the jurisdiction involved; or
(b) Xxxxxx commits any act of embezzlement or similar conduct
against or shall breach a fiduciary obligation to the Company, or shall be
habitually drunk in public or otherwise act in such a manner as to adversely
reflect upon the reputation of the Company; or
(c) Xxxxxx unreasonably fails or refuses to perform in any
material respect any of his duties and responsibilities as required by this
Agreement.
Any termination for cause may be effected by delivery to Xxxxxx of a
written notice of termination, stating with specificity the reason for
termination, and shall be effective as of the date of such notice. Upon
termination for cause, any salary, bonuses, vacation pay, or other benefits
which have accrued or are accruable through the end of this contract or a
minimum of two (2) years.
8. Termination Without Cause. The Company may terminate Xxxxxx'x
employment hereunder without cause at any time upon thirty days prior written
notice. Upon any such termination, Xxxxxx shall be entitled to receive a lump
sum payment equal to the base salary and guaranteed bonus which would have been
payable to Xxxxxx for the 36 months following the date of termination.
For purposes of this Agreement, the following shall be deemed a
termination of Xxxxxx'x employment hereunder without cause:
(a) Xxxxxx'x substantive responsibilities are changed without the
prior approval of Xxxxxx.
(b) All or substantially all of the assets of the Company are sold,
or there is a "Change in Control" of the Company, unless in conjunction with
such sale or Change in Control this Agreement is extended through a date at
least three years from the date of the sale or Change in Control.
For purposes of this Agreement, "Change in Control" shall mean a
change in control of a nature that would be required to be reported in response
to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 as in effect on the date of this Agreement. Without
limitation, such a change in control shall be deemed to have occurred if and
when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934) other than a person currently holding such
a position, is or becomes a beneficial owner, directly or indirectly, of
securities of the Company representing twenty-five percent (25%) or more of the
combined voting power of that company's then
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outstanding securities, or (b) during any period of 12 consecutive months,
commencing before or after the date of this Agreement, individuals who at the
beginning of such 12 month period were directors of the Company cease for any
reason to constitute at least thirty percent (30%) of the Company's Board of
Directors.
9. Termination by Xxxxxx. Xxxxxx may terminate her employment
hereunder, subject to the restrictive covenants hereinafter stated, upon giving
thirty days prior written notice to the Company, in which event Xxxxxx'x salary
and benefits shall be continued through the date of termination and 12 months
thereafter.
10. Certain Restrictive Covenants.
(a) Xxxxxx recognizes and acknowledges that confidential
information may exist, from time to time, with respect to the business of the
Company. Accordingly, Xxxxxx agrees that she will not disclose any confidential
information relating to the business of the Company to any individual or entity
during her employment or hereafter. The provisions of this paragraph shall not
apply to information which is or shall become generally known to the public or
the trade (except by reason of Xxxxxx'x breach of her obligations hereunder),
information which is or shall become available in trade or other publications
(except by reason of Xxxxxx'x breach of her obligations hereunder), and
information which Xxxxxx is required to disclose by order of a court of
competent jurisdiction (but only to the extent specifically ordered by such
court and, when reasonably possible, if Xxxxxx shall give the Company prior
notice of such intended disclosure so that it has the opportunity to seek a
protective order if it deems appropriate).
(b) As used in this Agreement, "confidential information" shall
mean studies, plans, reports, survey, analyses, sketches, drawing, notes,
records, unpublished memoranda or documents, and all other non-public
information relating to the Company's manufacturing and marketing activities,
including, shop practices, equipment, research data, marketing and sales
information, personnel data, customer lists, employee lists, financial data,
plans and all other techniques, know how and trade secrets which presently or
in the future are in the possession of the Company.
(c) All memoranda, notes, records, reports, sketches, photographs,
drawing, plans, paper or other documents made or compiled by or made available
to Xxxxxx, in the course of employment hereunder are and shall be the sole and
exclusive property of the Company and shall by promptly delivered and returned
to the Company by Xxxxxx immediately upon termination of employment with the
Company.
(d) For so long as he is employed by the Company, and for a period
of two years hereafter, Xxxxxx shall not engage (either as principal, agent or
consultant, or through any corporation, firm or organization in which she may
be an officer, director, employee, controlling stockholder, partner, member, or
with which she is otherwise affiliated) directly or indirectly, in any activity
or business anywhere in the world which is engaged in the recycling or
reconversion of polystyrenes.
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11. Injunction. Xxxxxx acknowledges that the services to be rendered
by her are of a special, unique and extraordinary character, and, in connection
with such services, she will have access to confidential information vital to
the Company's business. Accordingly, Xxxxxx consents and agrees that if she
violates any of the provisions of paragraph 10 hereof, the Company would
sustain irreparable harm and, therefore, in addition to any other remedies
which may be available to it, the Company shall be entitled to an injunction
restraining Xxxxxx from committing or continuing any such violation of this
Agreement. Nothing in this Agreement shall be construed as prohibiting the
Company from pursuing any other remedy or remedies including, without
limitation, recovery of damages.
12. Modification or Elimination of Restrictions. In the event that any
of the restrictions contained in paragraphs 10 or 11 hereof shall be held to be
in any way an unreasonable restriction on Xxxxxx, then the court so holding may
reduce the territory and/or period of time in which such restriction operates,
or modify or eliminate any such restriction to the extent necessary to render
such paragraphs enforceable.
14. Entire Agreement. This Agreement represents the entire Agreement
between the parties with respect to the subject matter hereof and shall not be
modified or affected by any offer, proposal, statement or representation, oral
or written, made by or for either party in connection with the terms hereof.
This Agreement may not be amended except by an instrument in writing signed by
the Company and Xxxxxx.
15. Serviceability. Should any provision or clause hereof be held to
be invalid, such invalidity shall not affect any other provision or clause
hereof which can be given effect without such invalid provision. This
Agreement shall inure to the benefit of and be binding upon the Company, its
successors and assigns and upon Xxxxxx and her heirs, executor, administrators,
or other legal representatives.
16. Laws Applicable. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.
XXXXXXX XXXXXX INTERNATIONAL FOAM SOLUTIONS, INC.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxx Xxxx
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SS# ###-##-#### XXXXXX XXXX CEO
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/s/
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WITNESS
