1
Exhibit 10.25
Employment agreement dated as of July 1, 1998
by and between EPL Technologies, Inc. and R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of this 1st day of July, 1998, by and between EPL Technologies,
Inc., a Colorado corporation (hereinafter called "Company"), and R. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, an individual (hereinafter called "Employee").
W I T N E S S E T H:
WHEREAS, Company wishes to employ Employee and Employee wishes
to enter into the employ of Company on the terms and conditions contained in
this Agreement.
NOW, THEREFORE, in consideration of the facts, mutual promises
and covenants contained herein and intending to be legally bound hereby, Company
and Employee agree as follows:
1. Employment. Company hereby employs Employee and
Employee hereby accepts employment by Company for the period and
upon the terms and conditions contained in this Agreement.
2. Office and Duties.
(a) Employee shall serve Company generally as
Vice President and General Counsel, reporting to the Company's Chief Executive
Officer, and shall have such authority and such responsibilities as are
consistent with the position of Vice President and General Counsel and as
Company reasonably may determine from time to time. Employee shall perform any
other executive and/or managerial duties reasonably required by Company and, if
requested by Company, shall serve as an officer or director of Company without
additional compensation.
(b) Throughout the term of this Agreement,
Employee shall devote substantially his entire working time, energy, skill and
best efforts to the performance of his duties hereunder in a manner which will
faithfully and diligently further the business and interests of Company;
provided, however, that Employee may engage in such other business activity as
is set forth in Exhibit A attached hereto; provided, further, that such activity
set forth on Exhibit A, in the aggregate, does not, in the reasonable judgment
of Company, interfere with Employee's duties at the Company, or compete with any
aspect of the Company's business.
3. Term. This Agreement shall commence as of 8:30 a.m. on July
6, 1998 and shall continue for a term of two years, ending on July 6, 2000 (the
"Initial Term"); provided that
3
(a) this Agreement shall terminate prior to such date upon Employee's
resignation, death or disability, and (b) this Agreement may be terminated by
Company at any time prior to such date for Cause (as hereinafter defined).
During the Initial Term of this Agreement or any "Renewal Term" (as defined
below) of this Agreement, Employee may resign, or Company may terminate Employee
without Cause, in either case by giving the other party four (4) weeks' written
notice. If Employee resigns during the Initial Term, no bonus (pursuant to
Section 4(b)) shall be earned after the date of resignation and any bonus earned
or accrued but unpaid at the date of resignation shall be forfeited unless
Employee shall continue to serve Company as described in subparagraphs 2(a) and
2(b) during the entire notice period, or for such shorter period of time as may
be determined by Company in its sole discretion. Unless either party elects to
terminate this Agreement at the end of the Initial Term by giving the other
party written notice of such election at least sixty (60) days before the
expiration of the Initial Term, this Agreement shall be deemed to have been
renewed for an additional term of one (1) year (a "Renewal Term") commencing on
the day after the expiration of the Initial Term. Unless either party elects to
terminate this Agreement at the end of any Renewal Term by giving the other
party notice of such election at least sixty (60) days before the expiration of
the Renewal Term, this Agreement shall be deemed to have been renewed for an
additional Renewal Term commencing on the day after the expiration of the then
current Renewal Term. If Company terminates Employee without Cause or the
Initial Term or any Renewal Term expires without being renewed, upon and after
the date on which such termination or expiration occurs (the "Payment
Continuation Date"), the Employee shall continue to receive, until the first
anniversary of the Payment Continuation Date (the "Payment Period") the sum of
(A) his Base Salary plus (B) the bonus, if any, received by the Employee in the
twelve months preceding the Payment Continuation Date, such sum of (A) and (B)
to be payable in approximately equal installments in accordance with the
Company's regular payroll practices, from time to time, but not less frequently
than monthly. During the Payment Period, the provisions of subparagraph 4(c)
shall continue to apply as though this Agreement had not terminated. In
addition, during the Payment Period, the Employee shall receive, at Company
expense, outplacement services comparable to those provided to executives
similarly situated as Employee ("Outplacement Services").
4. Compensation.
(a) For all of the service rendered by Employee
to Company, Employee shall receive an annual base salary of One Hundred Fifty
Thousand Dollars ($150,000) for the Initial Term, payable in installments in
accordance with Company's regular payroll practices in effect from time to time,
but not
2
4
less frequently than monthly. On an annual basis during the Initial Term and any
Renewal Term, Company's Board of Directors shall review Employee's performance
under this Agreement for the purpose of considering a raise in his then current
Base Salary. The Board of Directors may award such a raise, in any amount, or no
raise whatsoever, in its sole discretion.
(b) In addition to Employee's Base Salary, Employee
shall be entitled to certain bonuses based on an annual target equivalent to 35%
of the Base Salary, obtainable only based on achievement of objectives and
criteria to be agreed between the Employee and the Company's Chief Executive
Officer within 90 days of the date of this Agreement and then attached to this
Agreement as Exhibit B. Employee may be entitled to additional future bonuses
if, as, and only to the extent, agreed and determined by Company's Board of
Directors, in its sole discretion.
(c) Throughout the term of this Agreement and as long
as they are kept in force by Company, Employee shall be entitled to participate
in and receive the benefits of any profit sharing or retirement plans and any
medical, dental, life, accident, short-term and long-term disability insurance
or sick leave plans or programs or any bonus, stock option or incentive
compensation plans made available to other similarly situated employees of
Company.
(d) Employee shall be entitled to fifteen (15) days
paid vacation annually during each year ended December 31 (pro rated for any
period less than 12 months and earned at a rate of 1.25 days per month of
service) in addition to all national holidays on which the principal executive
offices of Company are closed. Unless otherwise approved in advance in writing
by the Chief Executive Officer, Employee may not carryover any accrued but
unused vacation days from any year in the Initial Term or any Renewal Term into
succeeding years of the term of this Agreement. Upon termination of Employee's
employment other than for Cause, Employee shall be entitled to payment for any
accrued but unused vacation days (not forfeited by the other provisions of this
Paragraph) at a rate equal to the amount of Employee's Base Salary as then in
effect, divided by 260, and multiplied by the number of applicable accrued and
unused days.
(e) During the Initial Term and any Renewal Term,
Employee shall have the right to maintain his principal residence in the
metropolitan Atlanta, Georgia area unless and until the Company's Chief
Executive Officer determines in his sole discretion that the maintenance of such
principal private residence in the metropolitan Atlanta, Georgia area materially
impairs Employee's ability to perform his duties hereunder.
3
5
5. Expenses. Company will reimburse Employee for all
reasonable expenses incurred by Employee in connection with the performance of
Employee's duties hereunder upon receipt of itemized accounts of such
expenditures and in accordance with Company's regular reimbursement procedures
and practices in effect from time to time.
6. Grant of Options.
(a) Employee is hereby granted share options
("Options") to receive One Hundred Thousand (100,000) shares of the common stock
("Common Stock") of the Company at an exercise price equal to the closing price
of the Company's Common Stock on the Nasdaq Stock Market on the date of this
Agreement, vesting immediately, exercisable for a term of not less than five
years, and subject to and otherwise containing other terms and conditions set
forth in the option document evidencing the Options, delivered contemporaneously
with the execution of this Agreement and in accordance with the Company's 1994
Stock Incentive Plan (the "Plan").
(b) Withholding of Taxes. Whenever the Company
proposes or is required to deliver or transfer Options or shares of Common Stock
pursuant to the grant or exercise of any Option, Company shall have the right to
(i) require Employee to remit to the Company or to withhold from Employee
directly, amounts sufficient to satisfy any federal, state and/or local
withholding tax requirements, prior to the delivery or transfer of any
certificates for such Options or shares of Common Stock, or (ii) take whatever
action it deems necessary to protect its interest with respect to such tax
liabilities.
(c) Terms of Option Exercise. Each Option granted
under subparagraph 6(a) above shall contain such other terms and conditions as
are permitted under the terms of the Plan or any then applicable stock option
plan of the Company as the committee or the Board of Directors administering any
such plan may elect, in its sole discretion, except to the extent necessary to
preserve the status of any option granted as an incentive stock option to
continue to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code.
(d) Mechanics of Exercise. When exercisable, any
Option granted hereunder may be exercised by written notice to the Company
specifying the number of shares to be issued upon exercise of the option (the
"Option Shares") and, to the extent such Option Shares are not then covered by
an effective registration statement under the Securities Act of 1933, as
amended, on Form ▇-▇, ▇▇▇▇ ▇-▇ or otherwise, containing the Employee's
acknowledgment, in form and substance satisfactory to the Company, that the
Employee (i) is purchasing such Option Shares for investment and not for
distribution or resale and (ii)
4
6
has been advised and understands that such Option Shares may not be transferred
without compliance with all applicable federal or state securities laws.
7. Disability. If, because of a disability, Employee cannot
perform the essential functions of his job (as described in this Agreement),
with or without reasonable accommodation, the Company, during the period of such
disability, will continue the payment of Employee's Base Salary at its then
current rate for such period of disability up to a maximum of thirteen (13)
weeks following the date Employee is first unable to perform his duties due to
such disability. If, as a result of such disability, Employee is unable to
perform his duties for a period of thirteen (13) consecutive weeks or for a
cumulative period of twenty-six (26) weeks during any twelve-month period,
Company may terminate this Agreement and Company shall have no further
obligations or liabilities hereunder after the date of such termination, other
than as set forth in Paragraph 11 below.
8. Death. If Employee dies, all payments hereunder shall cease
at the end of the month in which Employee's death shall occur and Company shall
have no further obligations or liabilities hereunder to Employee's estate or
legal representative or otherwise, other than as set forth in Paragraph 11
below.
9. Change of Control.
(a) Upon any "Change of Control," the Company or
Employee may terminate the Employee's employment on four (4) weeks prior written
notice, and in such event Company shall pay Employee his then applicable annual
Base Salary, in monthly installments, for a period of twenty four (24) months
after the date on which such termination occurred. In addition, the Company
shall pay any bonus earned or accrued up to that date, together with the bonus
earned over the last 12 months, both amounts to be paid in monthly installments
over a period of twelve (12) months after the date on which such termination
occurred (collectively, the "Termination Payment"). In addition, the Employee
will be treated for purposes of subparagraph 4(c) (but for no other purpose) as
though this Agreement remained in effect for a one year period after termination
and will be provided with Outplacement Services for at least a one year period
after termination. Upon making the Termination Payment in full and maintaining
the benefits under subparagraph 4(c) and the Outplacement Services for the one
year period described in the prior sentence, Company shall have no further
obligations or liabilities hereunder and Employee shall be released from the
restrictions contained in subparagraphs 13(a) and 13(b) hereof.
5
7
(b) For purposes of this Agreement, the term "Change
in Control" shall mean any of the following:
(i) any person (as such term is used in Sections
3(a)(9), 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act")), other than the Company, a subsidiary of the Company, an
employee benefit plan (or related trust) of the Company or a direct or indirect
subsidiary of the Company, or affiliates of the Company (as defined in Rule
12b-2 under the Exchange Act), becomes the beneficial owner (as determined
pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities (provided that for purposes of this
determination, a person shall not be deemed the beneficial owner of securities
of which such person has the right to acquire beneficial ownership if such right
has not been exercised and such right was acquired directly from the Company);
or
(ii) the liquidation or dissolution of the
Company or the occurrence of a sale of all or substantially all of the assets of
the Company to an entity which is not a direct or indirect subsidiary or parent
of the Company; or
(iii) the occurrence of a reorganization,
merger, consolidation or other similar transaction or connected series of
transactions of the Company as a result of which either (a) the Company does not
survive or (b) pursuant to which shares of the Company common stock ("Common
Stock") would be converted into cash, securities or other property, unless, in
case of either (a) or (b), the holders of the Company's Common Stock immediately
prior to such transaction will, following the consummation of the transaction,
beneficially own, directly or indirectly, (x) more than 50% of the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the Company surviving, continuing or
resulting from such transaction (the "Successor") or (y) beneficially own voting
securities in the Successor in substantially the same proportion in which they
beneficially owned the Company's Common Stock immediately prior to such
transaction; or
(iv) the occurrence of a reorganization, merger,
consolidation, or similar transaction of the Company, or before any connected
series of such transactions, if, upon consummation of such transaction or
transactions, the persons who are members of the Board of Directors of the
Company immediately before or at the time of execution of an agreement providing
for such transaction or transactions cease to constitute a majority of the Board
of Directors of the Company or, in a case where the Company does not survive in
such transaction, of the corporation
6
8
surviving, continuing or resulting from such transaction or transactions; or
(v) any other event which is at any time
designated as a "Change in Control" for purposes of this Agreement by a
resolution adopted by the Board of Directors of the Company with the affirmative
vote of a majority of the nonemployee directors in office at the time the
resolution is adopted; in the event any such resolution is adopted, the Change
in Control event specified thereby shall be deemed incorporated herein by
reference and thereafter may not be amended, modified or revoked without the
written agreement of the Employee.
10. Discharge for Cause. Company may discharge Employee at any
time for "Cause" immediately upon written notice by Company to Employee. For
purposes of this Agreement, the term "Cause" means (i) the willful failure by
Employee to substantially perform his duties or obligations hereunder (other
than any such failure resulting from Employee's disability or death and other
than breaches of the covenants set forth in Paragraphs 12 and 13 hereof, which
events are governed by clause (iv) below), resulting, or reasonably likely to
result, in material economic harm to the Company; provided such failure remains
uncured for a period of 30 days after written notice describing the same is
received by the Employee; provided, further that isolated or insubstantial
failure shall not constitute Cause hereunder, (ii) Employee's conviction (which,
through lapse of time or otherwise, is not subject to appeal) of any felonious
crime or any other offense if it involves money or other property of the Company
or any of its subsidiaries; provided, that any such crime or offense results in
material injury to the Company, (iii) use of alcohol or any unlawful controlled
substance to the extent that it interferes on a continuing and material basis
with the performance of Employee's duties under the Agreement or (iv) any
material breach by Employee of the terms of Paragraphs 12 and 13 of this
Agreement. For purposes of the definition of "Cause" under this Agreement, no
act, or failure to act, on Employee's part shall be considered "willful" if it
was done, or omitted to be done, in good faith and with reasonable belief that
such action or omission was in the best interest of the Company. Employee shall
not be deemed to have been terminated for Cause unless and until there shall
have been delivered to the Employee a copy of the resolution, duly adopted by
the affirmative vote of not less than a majority of the entire membership of the
Board, at a meeting of the Board (after notice to Employee and an opportunity
for Employee, together with Employee's counsel, to be heard before the Board
prior to its taking such action), finding that in the opinion of the Board,
Employee engaged in conduct set forth above in clauses (i)-(iv) above, and
specifying the particulars thereof. Upon Employee's termination for Cause by the
Company, Employee shall
7
9
be entitled to receive his Base Salary through the day on which his termination
occurs, together with any other compensation and benefits to which Employee may
be entitled through the date of termination under applicable plans, programs and
agreements of the Company.
11. Severance Payments. If this Agreement is terminated
pursuant to Paragraphs 7 or 8 above at any time prior to the expiration of the
Initial Term or any Renewal Term, Company shall pay Employee (or his estate, in
the event of Employee's death), after such termination, for an additional period
of six (6) months after the month in which such termination occurs, additional
monthly installments of his then applicable annual Base Salary and upon
completion of such six monthly payments, Company shall have no further
liabilities or obligations to Employee hereunder, other than with respect to any
bonus earned through the date of termination as set forth in Paragraph 4(b)
above.
12. Company Property. All advertising, sales, manufacturers'
and other materials or articles or information, including, without limitation,
data processing reports, customer sales analyses, invoices, price lists or
information, samples, costs, customer lists, supply information, internal
business procedures, commission plans, market studies, information concerning
pending or contemplated acquisitions or expansion plans of Company or its
affiliates (each an "Affiliate") or the existence of negotiations concerning the
same, and similar non-public information relating to the internal operations,
technical information, processes, procedures, techniques, manufacturing,
business plans, policies or practices of Company or its Affiliates, samples, or
any other materials or data of any kind furnished to Employee by Company or
developed by Employee on behalf of Company or at Company's direction or for
Company's use or otherwise in connection with Employee's employment hereunder,
are and shall remain the sole and confidential property of Company, as shall any
other books, documents, lists and records pertaining to the business of Company
or its Affiliates (collectively, the "Records"), whether the Records are
written, typed, printed, contained on microfilm, computer disc or tape, or are
set forth in some other medium of expression. Upon termination of Employee's
employment with Company, for any reason, or if Company requests the return of
such materials or Records at any time during Employee's employment, Employee
shall immediately deliver the same to Company.
13. Noncompetition, Trade Secrets and Confidentiality
(a) During the term of this Agreement and for a
period of two (2) years after the termination of his employment
with Company for any reason whatsoever, Employee shall not
8
10
directly or indirectly induce or attempt to influence any employee of Company to
terminate his or her employment with Company and shall not engage in (as a
principal, partner, director, officer, agent, employee, consultant or otherwise)
or be financially interested in any business operating within the continental
United States involved in business activities which are the same as, similar to
or in competition with business activities carried on by Company, or being
definitely planned by Company, at the time of the termination of Employee's
employment. However, nothing contained in this Paragraph 13 shall prevent
Employee from holding for investment no more than five percent (5%) of any class
of equity securities of a company whose securities are traded on a national
securities exchange or from engaging in the activities described in Exhibit A
attached hereto.
(b) During the term of this Agreement and at all
times thereafter, Employee shall not use for his personal benefit, or disclose,
communicate or divulge to, or use for the direct or indirect benefit of any
person, firm, association or company other than Company or an Affiliate of
Company, any material referred to in Paragraph 12 above or any information
regarding the business methods, business policies, procedures, techniques,
research or development projects or results, trade secrets, or other knowledge
or processes of or developed by Company or its Affiliates or any names and
addresses of customers or clients or any data on or relating to past, present or
prospective customers or clients or any other confidential information relating
to or dealing with the business operations or activities of Company or its
Affiliates, made known to Employee or learned or acquired by Employee while in
the employ of Company.
(c) Any and all writings, inventions, improvements,
processes, procedures and/or techniques which Employee may make, conceive,
discover or develop, either solely or jointly with any other person or persons,
at any time during the term of this Agreement, whether during working hours or
at any other time and whether at the request or upon the suggestion of Company
or its Affiliates or otherwise, which relate to or are useful in connection with
any business now or hereafter carried on or contemplated by Company or its
Affiliates, including developments or expansion of its present field of
operations, shall be the sole and exclusive property of Company. Employee shall
make full disclosure to Company of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do everything necessary or
desirable to vest the absolute title thereto in Company. Employee shall write
and prepare all specifications and procedures regarding such inventions,
improvements, processes, procedures and techniques and otherwise aid and assist
Company so that Company can prepare,
9
11
at Company's expense, and present applications for copyright or Letters Patent
therefor and can secure such copyright or Letters Patent wherever possible, as
well as reissues, renewals, and extensions thereof, and can obtain the record
title to such copyright or patents so that Company shall be the sole and
absolute owner thereof in all countries in which it may desire to have copyright
or patent protection. Employee shall not be entitled to any additional or
special compensation or reimbursement regarding any and all such writings,
inventions, improvements, processes, procedures and techniques.
(d) Employee acknowledges (i) that the trade secrets
and confidential information of Company and its Affiliates relate to the conduct
of Company's business, are of independent economic value to Company because they
are not generally known and are the subject of efforts by Company to maintain
their secrecy, (ii) that the right to maintain the secrecy of the trade secrets
and confidential information of Company and its Affiliates constitutes a
proprietary right that Company and its Affiliates are entitled to protect, (iii)
that the restrictions contained in the foregoing subparagraphs (a), (b) and (c),
in view of the nature of the business in which Company and its Affiliates are
engaged, are reasonable and necessary in order to protect the legitimate
interests of Company, and (iv) that any violation of such restrictions would
result in irreparable injuries to Company. Employee therefore acknowledges that,
in the event of his violation of any of these restrictions, Company shall have
the right to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief, as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
right shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.
(e) If the period of time, scope of activity, or the
area specified in subparagraph (a) above should be adjudged unreasonable in any
proceeding, then the period of time shall be reduced by such number of months or
the area shall be reduced by the elimination of such portion thereof or both so
that such restrictions may be enforced in such area and for such time as is
adjudged to be reasonable. If Employee violates any of the restrictions
contained in the foregoing subparagraph (a), the restrictive period shall not
run in favor of Employee from the time of the commencement of any such violation
until such time as such violation shall be cured by Employee to the satisfaction
of Company.
14. Prior Agreement. Employee represents to Company (a) that
there are no restrictions, agreements or understandings whatsoever to which
Employee is a party which would prevent or make unlawful his execution of this
Agreement or his employment
10
12
hereunder, (b) that his execution of this Agreement and his employment hereunder
shall not constitute a breach of any contract, agreement or understanding, oral
or written, to which he is a party or by which he is bound, and (c) that he is
free and able to execute this Agreement and to enter into employment by Company.
15. Miscellaneous.
(a) Indulgences, Etc. Neither the failure nor any
delay on the part of either party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power
or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.
(b) Controlling Law. This Agreement and all questions
relating to its validity, interpretation, performance and enforcement
(including, without limitation, provisions concerning limitations of actions),
shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.
(c) Notices. All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing,
and may be given by (i) personal delivery, (ii) first-class United States mail,
postage prepaid, registered or certified, (iii) overnight delivery service,
charges prepaid, or (iv) telecopy or other means of electronic transmission, if
confirmed promptly by any of the methods specified in clauses (i)-(iii) of this
sentence, and will be deemed to have been duly given or made when delivered
personally, when mailed first-class, postage prepaid, registered or certified
mail, when delivered to the overnight delivery company, charges prepaid, or when
sent by electronic transmission, to the respective parties, as follows:
(i) If to Employee:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11
13
(ii) If to Company:
EPL Technologies, Inc.
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Any party may alter the address to which
communications or copies are to be sent by giving notice of such change of
address in conformity with the provisions of this paragraph for the giving of
notice.
(d) Binding Nature of Agreement. This Agreement shall
be binding upon and inure to the benefit of Company and its successors and
assigns and shall be binding upon Employee and his heirs and legal
representatives. This Agreement and the rights and obligations hereunder shall
not be assigned by Employee.
(e) Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original as against any party whose signature appears thereon, and all of which
shall together constitute one and the same instrument. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.
(f) Provisions Separable. The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.
(g) Entire Agreement. This Agreement contains the
entire understanding among the parties hereto with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. The express terms control and supersede any course
of performance and/or usage of the trade inconsistent with any of the terms
hereof. This Agreement may not be modified or amended other than by an agreement
in writing signed by the parties hereto.
(h) Paragraph Headings. The paragraph headings in
this Agreement are for convenience only and form no part of this Agreement and
shall not affect its interpretation.
(i) Gender, Etc. Words used herein, regardless of the
number and gender specifically used, shall be deemed and
12
14
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context indicates is appropriate.
(j) Number of Days. In computing the number of days
for purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any time falls
on a Saturday, Sunday or holiday on which federal banks are or may elect to be
closed, then the final day shall be deemed to be the next day which is not a
Saturday, Sunday or such holiday.
(k) Survival. Paragraphs 12 and 13 shall survive and
continue in full force in accordance with their terms notwithstanding any
termination of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered
this Agreement as of the date first above written.
EPL TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
EMPLOYEE
/s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (SEAL)
-------------------------------
R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
13
15
Exhibit A
Permitted Business Activities
1. Manage personal and family investments.
2. Participate in charitable or municipal organizations, not including
elected office.
16
Exhibit B
Bonus Criteria
[to be attached within 90 days
of the date of the Agreement]
