EMPLOYMENT AGREEMENT
BETWEEN
PPA TECHNOLOGIES, INC.
AND
ROGER FIDLER
AGREEMENT dated this 8th day of February, 1996, between PPA TECHNOLOGIES,
INC., a New Jersey corporation (hereinafter the "Company") having its principal
place of business at 8 Cambridge Drive, Allendale, N.J. 07401 and Roger L.
Fidler residing at 400 Grove Street, Glen Rock, New Jersey 07452 (hereinafter
the "Employee").
WHEREAS, the Company desires to acquire the services of Employee
because of his special knowledge and
skills; and,
WHEREAS, Employee desires to be employed by the Company;
NOW, THEREFORE, in consideration of the foregoing, ten dollars paid in
hand, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the following is agreed:
1. DUTIES.
The Company hereby employs Roger Fidler as President and Director of
Marketing, having powers and duties in that capacity as set forth from time to
time by the Board of Directors (the "Board") in the By-Laws of the Company.
Employee shall devote such time as may be needed, in Employee's sole discretion,
and best efforts to the Business of the Company. The Company recognizes and
accepts that Fidler is engaged in the practice of law and other business
ventures which have and will continue to consume most of his time.
2. COMPENSATION.
As compensation for his services to the Company, the Company shall pay to
Employee the following:
A. Services rendered as President - The Company shall pay Employee such
amount monthly as the Board of Directors may determine from time to time.
Employee understands that until the Company is either financed or generates net
profits no such compensation will be paid. Such compensation shall not limit the
commissions payable under Section 2. B. of this Agreement. However, Employee
shall receive the greater of Section 2.B.
compensation or this Section 2.A. compensation.
B. Services for Sales and Marketing - Employee shall receive commission
or incentive compensation in the form of a percentage of gross sales made by
Employee, paid no later than ten business days after the date upon which payment
in good funds are cleared, and equal to:
15% of sales of coupling agents, ink and paint vehicles; and 10% of
hard resin sales.
Enviro Ink, Inc. has an exclusive in the province of Quebec,
Canada for ink, and sales for ink cannot be made in that
territory.
Commissions on other products sold through the efforts of Employee will be
negotiated in good faith from time to time, but shall be based upon the above
scale as modified for differences in the costs of production of the goods sold.
The commissions shall be paid only on accounts opened by Employee, but said
commission shall be paid for the term of the contract, and for one year after
termination. Commissions shall not be paid on existing customers for the
purchase of products presently being purchased by them.
C. Benefits - Upon the successful conclusion of a financing in excess
of $500,000 or sales of $2,000,000 per annum, whichever shall occur first,
Employee shall be entitled to the following: 1) company paid life insurance
equal to twice Employee's annual salary; 2) medical insurance coverage,
including major medical and dental coverages equivalent to that provided to
other key employees of the Company; 3) such disability coverage as is maintained
on other key employees, and, 4) the Company will pay Employee for the use of a
vehicle at the rate of $.30 per mile for miles traveled on Company business.
3. EXPENSES
Until the Company obtains financing in an amount exceeding $500,000 no
expenses will be reimbursed. After such financing is obtained or an equal amount
of retained earnings is achieved then expenses will be paid as set forth herein
after for all Company business excluding those related to commissionable sales
by Employee. The Employee may incur reasonable expenses for promoting the
business of the Company, including expenses for travel, entertainment and
similar items. The Company will reimburse the Employee for all such expenses
upon the presentation by the Employee, from time to time, of an itemized account
justifying such expenditures. Such reimbursement shall be provided within 10
working days of such presentation by Employee. To facilitate Employee's
performance the Company will issue to Employee a company credit card, when
available.
4. STOCK OPTIONS
[RESERVED]
5. NOTICE
Any notice required to be given pursuant to the provisions of this
Agreement shall be in writing and by registered mail, and mailed to the parties
at the following addresses:
EMPLOYEE: Roger L. Fidler 400 Grove Street
Glen Rock, New Jersey 07452
COMPANY: Gerald Sugerman
8 Cambridge Drive
Allendale, NJ 07401
6. RESERVED
7. TERMINATION
This Agreement may be terminated in any one of the following manners:
1. The death of Employee;
2. The failure of the Company, as evidenced by filing under the
Bankruptcy Act for liquidation, or the making of an assignment for the benefit
of creditors; or,
3. A material breach of the Assignment and Non-Disclosure Agreement
executed between the Company and the Employee.
4. Upon the Employee attaining the Company's retirement age of not less
than 65 years of age.
8. APPLICABLE LAW
Except to the extent of that which must be governed by the General
Corporation Law of the State of New Jersey, this Agreement shall be governed by
the laws of the State of New Jersey and shall be enforceable only in the
Superior Court of New Jersey for Bergen County. If any provision of this
Agreement is declared void, such provision shall be deemed severed from this
Agreement, which shall otherwise remain in full force and effect.
9. BINDING EFFECT
This Agreement shall have binding effect upon the parties hereto, when
approved by the Board, and upon their respective personal representatives, legal
representatives, successors and assigns. Any waiver of any breach of this
Agreement shall be made in writing and shall be applicable only to such breach
and shall not be construed to waive any subsequent or prior breach other than
the specific breach so waived.
10. SUPERSEDES EARLIER AGREEMENTS
This Agreement supersedes all earlier agreements between the Employee and
the Company with respect to Employee's employment by the Company and monies owed
to Employee by the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
written above.
PPA TECHNOLOGIES, INC.
/s/ Roger Fidler By: /s/ Gerald Sugerman
Roger Fidler Gerald Sugerman
Vice President
ASSIGNMENT, NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
AGREEMENT made this 8th day of February, 1996, by and between PPA
TECHNOLOGIES, INC. AND/OR ITS ASSIGNEES (the "Company") and ROGER FIDLER, (the
"Recipient" or "Employee").
WHEREAS, the Company is and has been induced to deliver to Recipient
certain proprietary information, because of his special skills and knowledge in
areas of importance to the Company; and,
WHEREAS, the Recipient has had and desires to have access, on a
confidential basis, to such information, and has and will develop through his
employment by OR consultation with the Company certain additional information
which will become the Company's property; and,
WHEREAS, Recipient has and will come into possession of, and has and may
develop, information which may be disclosed to and used by the Company in its
business which includes the skills, techniques, knowledge and information which
the consultant will acquire as a result of his contact with the Company; and,
WHEREAS, the Recipient desires to maintain and to continue to maintain the
confidentiality of all such information related to the businesses of the Company
including such prior knowledge as is relevant to the Company's business and the
Company desires to acquire such information and to place the Recipient in a
position in which he may receive or contribute to the Company's success;
NOW, THEREFORE, in consideration of the foregoing, the relationship of the
Recipient and the Company, other benefits conferred upon the Recipient by virtue
of his relationship with the Company, and other good and valuable consideration,
receipt AND sufficiency of which are hereby acknowledged, the following is
agreed:
1. Disclosure of the Information
Recipient is obligated to maintain absolute confidentiality with respect to all
information which is not in the public domain, including without limitation,
unique and proprietary information, all ideas, discoveries, concepts,
inventions, devices or improvements, products, methods of production,
processes,, formulas, techniques, and services, including information relating
to research, development, inventions, manufacturing, purchasing, accounting,
engineering, marketing, merchandising and selling, including the Company's
proposed and present business and its products, processes, methods of
production, formulas, and services whether patentable or not, which has been
disclosed to the Recipient, alone or with others, intentionally or
unintentionally, except as otherwise provided herein. The Recipient agrees to
maintain and make adequate and current written records of all Information, to
the extent practical, in the form of notes, sketches, drawings, procedures,
laboratory reports or notebooks relating thereto, which shall be and shall
remain the property of the Company and shall be available to the Company at all
times.
2. Assignment of the Information
a. The Recipient is obligated to assign and agrees to assign, transfer, convey
and deliver to the Company and hereby does assign, transfer and convey to the
Company, all right, title and interest in and to all Information required to be
disclosed by the Recipient to the Company under paragraph 1 of this Agreement
and all patents and patent applications (including continuations,
continuations-in-part, divisions, reissues, renewals and extensions) for all
countries relating to such Information, provided that such assignment does not
apply to any such information developed by Recipient outside the scope of his
employment. Further, if the Recipient violates the law or breaches any contract
as a result of signing this agreement or working for the Company the Recipient
will indemnify the Company for any damages resulting therefrom.
b. At the request of the Company, the Recipient will assist the Company or any
person or persons from time to time designated by the Company, to obtain the
grant of patents in the United States and/or in such other country or countries
as may be designated by the Company covering the Information and will in
connection therewith execute such applications, statements or other documents,
furnish such information and data and take all such other action (including
without limitation, the giving of testimony) as the Company may from time to
time reasonably request.
3. Non-Disclosure of Information
a. The Recipient will not, without prior written approval from the
Company's Board of Directors, use, disclose, disseminate, publish or lecture on
any Information.
b. The Recipient will not, without prior written approval from the
Company's Board of Directors, at any time or manner, make or cause to be made,
any copies, pictures, duplicates, facsimiles or other reproductions or
recordings or any abstracts or summaries of any laboratory reports, studies,
memoranda, procedures, correspondence, manuals, customer lists, records,
formulas, plans, or other written, printed or otherwise recorded material of any
kind or of any equipment or facilities belonging to or in the possession of the
Company, which may be produced or created by or come into the possession of the
Recipient in the course of his employment with the Company, or which relates in
any manner to the present business of the Company.
4. RESTRICTIVE COVENANTS
(a) During the term of his Employment the Employee shall devote his best
efforts and such time to advance the interests of the Company as required by his
Employment Agreement.
(b) During the tern of employment, Employee shall not compete with the
Company directly or indirectly, as a partner, proprietor, stockholder, officer,
director, principal, agent, employee or consultant, with respect to any person,
firm, corporation or other organization, or engage in any business which is the
same as, similar to, or in general competition with the business conducted by
the Company, except as provided hereinafter, if at all.
In furtherance of, and without in any way limiting the contents of this
restrictive clause, the Employee shall not, directly or indirectly, during the
term of his employment with the Company:
(i) request any Company customer to curtail or cancel their present or
future business with the Company; or
(ii) solicit, canvas or accept, or authorize any other person to solicit,
canvas or accept, from any past, or present customers of the Company any
business for any other person, firm or corporation engaged in any business which
is the same as, similar to or in general competition with the business of the
Company;
(c) The Employee shall have no right, title or interest in any copies,
pictures, duplicates, facsimiles or other reproductions or recordings or any
abstracts or summaries of any reports, studies, memoranda, correspondence,
manuals, customer lists, records, formulas, plans or other written, printed or
otherwise recorded material of any kind whatever related to the business of the
Company or any equipment or facilities belonging to the Company, which may be
produced or created by or come into the possession of the Employee in the course
of his employment with the Company. The Employee further agrees that without the
prior written consent of the Company's Board he will not remove or cause to be
removed any such material except personal material unrelated to the business of
the Company from any premises of the Company, and that he will surrender all
such material to the Company immediately upon the termination of his employment
or at any time prior thereto upon request of the Company, except material which
is not proprietary or unique or having only nominal value.
(d) The Employee will promptly disclose and assign to the Company any and
all unique and proprietary information and improvements, discoveries, ideas and
inventions (whether or not patentable) made or conceived or possessed by the
Employee while employed by the Company, either alone or in conjunction with
others, whether or not made or conceived at the request of or upon the
suggestion of the Company, which directly relates to the Company's business.
However, any monies received from publications, honors or prizes shall be
retained by Employee, his heirs or assigns, provided that such publications do
not violate this Agreement.
(e) The Employee will not, without the prior written approval of the Board
of Directors, which shall not be unreasonably withheld, directly or indirectly,
use, disseminate, disclose, lecture upon, or publish articles concerning the
company's present or proposed products or projects, trade practices or any other
unique or proprietary information which presently exists or is established or
developed hereafter by the Company.
(f) Nothing herein shall be construed in a manner which limits action taken
by Employee in the normal and proper execution of his duties.
5. Termination of Relationship
a. Upon termination of his relation as Recipient under this
agreement with the Company, all documents, records, notebooks and similar
repositories containing Information which constitute part of the Company's
business and which are in Recipient's possession, whether prepared by him or
others, shall be and shall remain the property of the Company and shall be left
with the Company or turned over to the Company.
b. Upon termination the Recipient shall disclose all information relevant to the
Company's business or proposed or existing products of the Company but which may
not be described in subsection (a) above.
c. Termination of this relationship shall not release the Recipient from:
i. any obligation under this Agreement as to any Information which the
Recipient has a duty to disclose to the Company under paragraph 1 of this
Agreement; and,
ii. any obligation in paragraph 3 of this Agreement relating to
non-disclosure for a period of two (2) years after termination, for any reason,
of the Recipient's employment with the Company, provided that the Recipient
shall keep confidential all information unique or proprietary, or which pertains
to product knowledge and trade practices of the Company, and shall not for a
period of 10 years from termination, directly or indirectly, use, disseminate,
disclose, lecture upon, or publish articles concerning such confidential
information. Except that Employee shall have no residual obligations to the
Company in the event that termination results from the failure of the Company to
honor its obligations under Employee's employment agreement.
6. Warranty
The Recipient represents that he has no prior agreements or obligations which
conflict with the Company's rights under this Agreement.
7. Enforceability
The Recipient acknowledges and accepts the conditions imposed on his employment
by this Agreement and the Company shall be entitled to preliminary and permanent
injunctive relief as well as an equitable accounting of all earnings, profits,
and other benefits arising from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled. In the event that the Recipient shall disclose any information during
the two (2) year period in which his use of such information is restricted, the
restriction period shall be extended for a period of time equal to that period
beginning when such violation commenced and ending when the activities
constituting such violation shall have been finally terminated in good faith. If
the scope of the restrictions contained herein are too broad to permit
enforcement of such restrictions to the full extent, then such restrictions
shall be enforced to the maximum extent permitted by law and the Company and
Recipient hereby consent and agree that such scope may be judicially or
otherwise modified accordingly in any forum having jurisdiction of the subject
matter and in any proceeding which may be brought to enforce such restrictions.
8. Binding Effect
a. This Agreement shall be binding upon and inure to the benefit of the Company,
its affiliates, subsidiaries, successors and assigns and may not be changed or
modified, or released, discharged, abandoned or otherwise terminated, in whole
or in part, except by a written instrument signed by the Board of Directors.
b. This Agreement shall be binding upon the Recipient, his heirs, executors,
administrators, guardians, or other legal representative, successors or assigns.
Recipient acknowledges receipt of a copy of this Agreement.
9. Applicable Law
This Agreement shall be governed for all purposes by the laws of the State of
New Jersey and shall be enforceable only in the Superior Court of New Jersey for
Bergen County. If any provision of this Agreement is declared void, such
provision shall be deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
10. Supersedes Earlier Agreements
This Agreement supersedes any and all earlier agreements made between the
Recipient and the Company relating to the assignment and non-disclosure of such
Information.
11. Subsequent and Current Employment
Notwithstanding any provision in this Contract, Employee shall
not be prevented upon termination of this Contract from obtaining employment or
conducting business in the chemical industry, or a similar industry, so long as
proprietary information belonging to the Company is not divulged or practiced
except as allowed by law and personnel and business are not diverted away from
the Company by the Employee. Thus, Section 5 above remains in full force and
effect, except that the employment by Employee in the chemical industry will not
operate as an automatic breach of said Section 5. Employee will however be in
breach of such agreement if he uses knowledge gained from PPA Technologies, Inc.
either before the execution of this Agreement, or, of course, during the period
of his employment with the Company to assist in any fashion a subsequent
employer or in Employee's own business commenced after the termination of his
employment by the Company.
Employee is also not bound by any term of this Agreement which would
cause a conflict with any obligation which the Employee's present occupation
and/or other businesses do or would in the future impose upon him.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
PPA TECHNOLOGIES, INC.
BY: /s/ Gerald Sugerman
Gerald Sugerman
Vice President
/s/ Roger Fidler
Roger Fidler