Exhibit 10.19
EMPLOYMENT AGREEMENT
_______________________________________________________________________________
THIS AGREEMENT dated as of October 1, 1999, by and between Thermatrix Inc.
("Thermatrix") and Xxxxxx X. Xxxxxx ("Xx. Xxxxxx") is made upon the following
terms and conditions.
1. General: As of October 1, 1999 the Board of Directors of Thermatrix has
appointed Xx. Xxxxxx, and Xx. Xxxxxx has agreed, to serve as Executive Vice
President and Chief Financial Officer of Thermatrix. Xx. Xxxxxx shall
faithfully and diligently devote his full business time, energy and
abilities to carrying out the normal and customary duties of such position
as they relate to a public corporation. Xx. Xxxxxx shall also serve as an
officer of Thermatrix and an officer and/or director of Thermatrix
subsidiaries or affiliates as required.
2. Term: This Agreement shall commence on the date hereof and shall continue
through the close of business on December 31, 2000 unless sooner terminated
as herein provided.
3. Salary. Thermatrix shall pay Xx. Xxxxxx a salary of sixteen thousand six
hundred sixty-seven dollars ($16,667.00) per month, at the same time and in
the same manner as other officers of Thermatrix are paid, subject to all
applicable taxes, withholdings and other required or requested employee
deductions.
4. Benefits. Xx. Xxxxxx shall be entitled to participate in Thermatrix's
medical and dental plans, life and disability insurance programs, 401(k)
plan, employee stock purchase plan, holiday and vacation programs, and
executive bonus plans that may be in effect and/or amended from time to
time.
5. Stock Options. On October 13, 1999 Xx. Xxxxxx shall be granted options to
purchase 50,000 shares of Thermatrix common stock in accordance with the
applicable employee stock option plan.
6. Indemnification. With respect to claims made against Xx. Xxxxxx as an
officer and/or employee of Thermatrix and/or as a director, officer and/or
employee of any subsidiary and/or affiliate of Thermatrix, Xx. Xxxxxx shall
be entitled to indemnification and reimbursement and/or payment of expenses
by Thermatrix in accordance with his Indemnification Agreement.
7. Severance Period and Severance Compensation. (a) The term "Severance Period"
as used herein shall mean the twelve-month period immediately following the
termination of Xx. Xxxxxx'x employment with Thermatrix. (b) The term
"Severance Compensation" as used herein refers to the payment to Xx. Xxxxxx
of his Salary (as defined in Section 3) and the continuation of the Benefits
(as defined in Section 4) at the expense of Thermatrix. It is expressly
agreed that the Severance Compensation shall be in addition to any accrued
vacation pay to which Xx. Xxxxxx might otherwise be entitled on the
termination of his employment with Thermatrix.
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8. Termination by Thermatrix. Thermatrix may terminate Xx. Xxxxxx'x employment
under this Agreement for any reason, at any time, by providing Xx. Xxxxxx
with 30-days written notice. In the event Xx. Xxxxxx'x employment is
terminated for any reason other than for gross misconduct, Xx. Xxxxxx shall
be entitled to receive and Thermatrix shall pay the Severance Compensation
for the Severance Period.
9. Termination by Xx. Xxxxxx. Xx. Xxxxxx may terminate his employment under
this Agreement in the event of a breach by Thermatrix in the performance of
any of its obligations hereunder or a breach of any statutory obligation of
Thermatrix to Xx. Xxxxxx, provided that such breach is not remedied within
30 days of its occurrence. In the event Xx. Xxxxxx terminates his employment
as a result of a breach of Thermatrix, he shall be entitled to receive and
Thermatrix shall pay the Severance Compensation for the Severance Period. If
Xx. Xxxxxx voluntarily terminates his employment under this Agreement and
Thermatrix is not in breach of this Agreement, he shall not be entitled to
receive any additional compensation.
10. Miscellaneous: This Agreement shall be binding upon and inure to the benefit
of the parties and their successors, and in the case of Thermatrix, its
assigns.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first set forth above.
Thermatrix Inc. Xxxxxx X. Xxxxxx
/s/ /s/
___________________ _______________________________
Xxxx X. Xxxxxxxxx
Chairman, President & CEO
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