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Exhibit 10.52
EMPLOYMENT AGREEMENT
March 4, 1998
Xx. Xxxx X. Xxxxx
00000 Xxx Xxxxxx Xxxx
Xxxxx #000
Xxxxxx Xxx Xxx, XX 00000
Dear Xx. Xxxxx:
The American Materials & Technologies Corporation (AMT) is pleased to offer you
employment at President and Chief Operating officer of its subsidiary, Xxxxxx
City Composites Corporation. You will report to Xxxx X. Xxxxxxx, Chairman &
Chief Executive Officer.
The job offer includes the following:
- An annual salary of $145,000 to be paid semi-monthly, which will be
reviewed at December 31, 1998.
- Eligible for an annual bonus based upon EBITDA of Xxxxxx City Composites
Corporation for calendar year 1998. If EBITDA is at least $2.9 million,
you will be paid a bonus of 30% of your annual salary. The bonus will be
increased pro-rata for EBITDA in excess of $2.9 million. At EBITDA of
$4.0 million, the bonus will be 45% of salary and capped at that point.
A similar arrangement will be in effect for the following years on
EBITDA targets to be agreed upon.
- Stock options for 60,000 shares of AMT common stock at an exercise price
of $2.00 per share. These options will have a term of ten years and vest
in equal installments over three years from the date of grant.
- Four weeks paid vacation per year (three weeks in 1998).
- An automobile allowance of $550 per month plus insurance, gas and
repairs associated with business.
- Standard employee benefit package, including medical, dental, long-term
disability, life insurance and 401(k) savings plan.
- In the event of a change in control of AMT, you will be entitled to
severance equal to two years' salary, to be paid within two weeks
following termination. If terminated under your
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employment contract without change of ownership other than for cause
during the first year of employment, you will be entitled to one year's
salary. This will increase by one month for each month of the second
year of employment to a maximum of two years. Severance will be paid
monthly and will terminate upon your accepting new employment. In the
event of a change in control, your stock options will be 100% vested.
- If AMT is beneficiary under a key-man life insurance policy, you agree
that Xxx. Xxxxx will waive the marital right.
- Relocation expenses of $15,000 when your household goods are relocated.
This offer is contingent upon your passing a pre-employment physical and drug
screen and providing employment eligibility verification pursuant to the
Immigration and Control Act of 1986.
This concludes AMT's offer of employment and supersedes any prior oral or
written agreements.
The American Materials & Technologies Corporation
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Xxxx X. Xxxxxxx
President
I accept the offer of employment from AMT, effective March 16, 1998.
/s/ Xxxx X. Xxxxx March 4, 1998
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Exhibit 10.53
PRODUCT DEVELOPMENT, MANUFACTURING AND MARKETING AGREEMENT
October 1, 1997
The parties to this agreement, being Xxxxxxx Techniques Sarl
("XXXXXXX"), a French company, with location at X.X. 0, 00000 Xxxxxxx, Xxxxxx;
AIK Advanced Composites GmbH ("AIK"), a German company with location at
Xxxx-Xxxx Xxxxxxx 0, Xxxxxxxxxxxxx Xxxxxx-Xxxxxx, X-00000 Xxxxxx, Xxxxxxx; and
Xxxxxx City Composites Corporation ("Xxxxxx City Composites"), a Delaware U.S.A.
corporation with offices at 0000 Xxxxx Xxxx, Xxx Xxxxxxx, Xxxxxxxxxx, U.S.A.,
desiring to be bound herein do hereby agree as follows:
WHEREAS, Xxxxxxx has long established technical expertise going back to
the late 19th century, starting with the spinning of silk yarns and progressing
to utilization of this technology in the processing of newer synthetic
materials, and
WHEREAS, Xxxxxxx has a factory in St.-Die France capable of producing
approximately 300 metric tons per year of processed carbon fiber (24 hours per
day/five days per week) and currently is producing approximately 50 MT per year,
and
WHEREAS, Xxxxxxx has patented technology, both in Europe and the U.S.,
covering the conversion of high tow continuous fiber to low tow discontinuous
fiber equivalent (Exhibit A).
WHEREAS, Xxxxxx City Composites has a prepregging tradition in the
aerospace industry going back to the World War II era, and
WHEREAS, said tradition includes the manufacture of aircraft interior
prepregs with superior resin properties, and
WHEREAS, Xxxxxx City Composites is one of the two leading suppliers of
prepreg for aerospace interior applications used by the Boeing Company and
Airbus Industries, and
WHEREAS, Xxxxxx City Composites' initial development work has indicated
that the Xxxxxxx process carbon and other fibers can be successfully woven and
prepregged and laminated into the cured forms having initially equivalent
physical and mechanical properties compared to conventional interior composites
materials, and
WHEREAS Xxxxxx City Composites is currently engaged in large volume
developmental businesses with focus including automotive, sporting goods
(Exhibit B), and others, and
WHEREAS, AIK is a joint venture that will be owned by AIK Industries
GmbH and Xxxxxx City Composites, formed to manufacture and sell prepreg in
Europe, and
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WHEREAS, the parties believe that prepreg sold to the aerospace industry
as well as other applications (Exhibit B) has very superior economics compared
to current conventional materials, and
WHEREAS, the parties desire to commercially develop said economic
potential of Modlite(R) products and technology via a cooperative world wide
effort,
NOW, THEREFORE the parties agree as follows:
XXXXXXXXXXXXX XXXXX
0. The parties agree to continue to develop fiber, uni-directional tape
(UDT) woven fabric and prepregging techniques to the point where
economics can be clearly defined, and to where qualification quantities
can be supplied to Airbus and Boeing and elsewhere as shown in Exhibit
B. Unless otherwise agreed, Xxxxxxx will absorb all costs associated
with delivery of Modlite(R) yarn to Xxxxxx City Composites, and Xxxxxx
City Composites and AIK will absorb all costs associated with weaving
and prepregging.
2. Xxxxxx City Composites will develop a laminate data package to provide
to Boeing and Airbus and later, others as developments dictate (See
Exhibit B). The Boeing Company will be offered a five-year supply
agreement based on firm quotes from Courtaulds, Fortafil, Xxxxxxx, TPI
and Xxxxxx City Composites. Airbus will be offered a five-year supply
agreement based on firm quotes from Courtaulds, Fortafil, Xxxxxxx, a
European xxxxxx (to be selected), and AIK.
3. During the period of the development phase, Xxxxxxx, Xxxxxx City
Composites and AIK agree to a formal technical exchange meeting three
times a year, one each in France, Germany, and California. The host of
the meeting will prepare an agenda 30 days prior to each meeting for
review and comment by the other two parties.
SUPPLY AGREEMENT
1. Xxxxxxx will supply its Modlite(R) fiber yarn (See Exhibit C), based
upon the patented technology, to Xxxxxx City Composites and to AIK on an
exclusive world wide basis for an initial period of five years. (See
sole exception Exhibit A Item E).
2. Xxxxxx City Composites and AIK agree to exclusively use Xxxxxxx
Modlite(R) fiber in the development of the market for discontinuous
carbon fiber aircraft interiors and other applications as shown in
Exhibit B as appropriate.
3. For commercial quantities including the qualification process
completion, Xxxxxxx, Xxxxxx City Composites and AIK will share equally
in the profits of the sales to Boeing and Airbus, after consideration is
given to their out of pocket cost (incremental "cash cost") and later
other customers (See Exhibit B).
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MARKETING AGREEMENT
Xxxxxx City Composites and AIK agree that AIK will market the prepreg in
the European territory and Xxxxxx City Composites will market outside of Europe,
using a coordinated marketing strategy to develop initially the market for
aircraft interiors, followed by the market for other transportation interiors.
The parties agree to exclusively promote the material using the trade xxxx
"Modlite(R)" and others (See Exhibit B) in all communications.
ADMINISTRATION
There will be an Executive Council designated by Xxxxxxx, Xxxxxx City
Composites and AIK. One representative from each company will be designated and
this administrative council will be responsible for implementing the tenets of
this agreement. All decisions by the Council are to be unanimous. The council is
to meet at least twice a year -- once in the U.S. and once in Europe.
EXCLUSIVE MANUFACTURING AND TRADEMARK LICENSES
If, as the American market develops, it is determined by the executive
council that American yarn manufacture is desirable, the council will determine
the method by which said plant will be financed and capitalized. It is agreed
that a minimum of 200 metric tons per year production rate must be maintained at
Xxxxxxx once that production level is achieved. Xxxxxxx, Xxxxxx City Composites,
and AIK agree for the term of this agreement not to enter into any negotiations
with any other parties regarding yarn manufacture or prepregging of the
Modlite(R) products.
It is the intention of the parties to systematically, over a 5-10 year
period, develop and introduce a family of products incorporating the Modlite(R)
Xxxxxxx yarns as starting material. Xxxxxx City Composites or AIK shall have the
lead responsibility within the executive council for market development and
identification of market place opportunities. Xxxxxxx shall have total access to
the market information as developed.
TERM
This agreement shall be for an initial term of five years which shall
roll over for two three-year additional terms, absent a ninety-day termination
notice of intent by any of the partners.
CONFIDENTIALITY
The parties agree to enter into full confidentiality agreements covering
all aspects of this agreement.
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AGREED:
AIK Advanced Composites GmbH /s/ Xxx X. Xxxxxx
--------------------------------
Xxxx X. Xxxxxx
Geschaeftsfuehrer
Xxxxxx City Composites Corp. /s/ X. X. Xxxxxxx
--------------------------------
X. X. Xxxxxxx
President
Xxxxxxx Techniques Sarl /s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
Managing Director
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