EXHIBIT 10(I)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as
of the first day of October, 1998, by and among Interstate Waste
Technologies, Inc., a Delaware Corporation, Caribe Waste Technologies,
Inc., a Puerto Rico corporation ("IWT" and "CWT" or together the
"Companies") and Larry F. Liddle ("Mr. Liddle").
In consideration of the mutual covenants herein contained, the
parties agree to be bound by the following terms and conditions:
I. POSITION AND AUTHORITY
Mr. Liddle will hold the title of Vice President of the Companies.
Mr. Liddle shall report to the Chief Operating Officer of the Companies.
II. TERM
The term of employment of Mr. Liddle by the Companies (the "Term")
shall begin on October 1, 1998 and shall expire on September 30, 1999 and
thereafter for successive one-year terms; provided however, that either
party may terminate this Agreement on sixty (60) days prior written notice,
and the Company may terminate this Agreement for "cause" (defined in
Section VIII below) immediately upon written notice. In addition, on the
occurrence of the closing of the initial financing adequate to complete the
initial waste disposal facility developed by the Companies or by an
organization in which the Companies (or any affiliate of the Companies
organized to engage in the waste disposal/power generation business (an
"Operating Affiliate")) has at least 50% equity interest or some lesser
equity interest approved by the Companies' Board of Directors (the
"Financial Closing"), the expiration date of the then effective Term shall
be extended by an additional one (1) year, subject again to the same notice
proviso set forth in the preceding sentence. Any renewal or extension
periods of employment pursuant to this Section II shall also be included in
the Term for purposes of this Agreement.
III. COMPANY RULES AND REGULATIONS
Mr. Liddle agrees to comply with all directives of the Board of
Directors and the Chief Executive Officer, the Chief Operating Officer and
all written rules, policies, and regulations of the Companies.
IV. LOCATION OF EMPLOYMENT
Mr. Liddle's office location will be in the Malvern, Pennsylvania
area. Mr. Liddle acknowledges that performance of his duties may require
frequent travel and/or extended periods away from his office and that his
office may be relocated for appropriate business reasons at the direction
of the Companies Board of Directors.
V. DUTIES AND RESPONSIBILITIES
A. Mr. Liddle agrees to devote his entire professional time,
energy, and ability to the proper and efficient performance of professional
services for the Companies and their Operating Affiliates. Without the
prior express written authorization of the Companies, Mr. Liddle shall not,
directly or indirectly, during his employment with the Companies render
services of a professional nature to any other person or firm, whether for
compensation or otherwise.
B. During the Term and for a period of three (3) years thereafter,
Mr. Liddle shall not, without the written consent of the Board of Directors
or a person authorized by the Board of Directors, disclose to any person
other than as required by law or court order, or other than to an
authorized employee of the Companies or its affiliates, or to a person to
whom disclosure is necessary or appropriate in connection with the
performance by Mr. Liddle of his duties as an executive of the Companies
(e.g., disclosure to the Companies or its affiliates' outside accountants
or bankers of financial data properly requested by such persons and
approved by an authorized officer of the Companies), any confidential
information obtained by him while in the employ of the Companies with
respect to the Companies or their affiliates', including confidential
information regarding any of the Companies' or their affiliates' business
opportunities or projects (collectively "Projects"); provided, however,
that confidential information shall not include any information known
generally to the public (other than as a result of unauthorized disclosure
by Mr. Liddle). Mr. Liddle shall be allowed to disclose confidential
information to his attorney solely for the purpose of ascertaining whether
such information is confidential within the intent of this Agreement;
provided, however, that Mr. Liddle (a) discloses to his attorney the
provisions of this subsection B and (b) agrees not to waive the attorney-
client privilege with respect thereto.
C. While Mr. Liddle is employed by the Companies, he shall make
available to the Companies business opportunities that come to his
attention or to the attention of persons (other than natural persons) under
his control, and shall promptly provide to the Chief Operating Officer of
the Companies all material facts regarding such opportunities.
D. During the Term and for a one-year period following the
termination of the Term, Mr. Liddle agrees that he shall not compete with
the Companies or any of their affiliates without the prior written consent
of the Board of Directors. For purposes of this Agreement, the term
"compete" shall mean participating as a more than five (5%) stockholder, an
officer, a director, an employee, a partner, an agent, a consultant, or in
any other individual or representative capacity in any business entity
engaged in the business of consulting with respect to, developing,
designing, or constructing waste disposal facilities within North America
and/or the Caribbean. During the Term and for a period of two years
following termination of the Term, Mr. Liddle shall not engage in any
Prohibited Solicitation. For purposes of this Agreement, the term
"Prohibited Solicitation" shall mean (i) contacting directly or indirectly
regarding any business relating to waste disposal and;/or power generation
any potential customer (a) to which the Companies or any of their
affiliates made a proposal during the Term, (b) which issued to the
Companies, or disclosed to the Companies, plans to issue, during the Term,
any request for proposal or invitation for bids regarding waste disposal
facilities or, (c) about which a prospective project was reported or
advertised during the Term in either of the trade publications The Resource
Recovery Report or Sludge, and regarding which, with respect to (A) or (B)
above, the Companies notifies Mr. Liddle of its intent to propose or bid,
or (ii) employing or soliciting for employment any employees of the
Companies or any of their affiliates. In the event the restrictions against
engaging in a competitive activity or Prohibited Solicitation contained in
this subsection D shall be determined by any court of competent
jurisdiction to be unenforceable by reason of their extending for too great
a period of time or over too great a geographical area or by reason of
their being too extensive in any other respect, this subsection D shall be
interpreted to extend only over the maximum period of time for which it may
be enforceable and over the maximum geographical area as to which it may be
enforceable and to the maximum extent in all other respects as to which it
may be enforceable, all as determined by such court in such action. Mr.
Liddle acknowledges that a breach of the restrictions against engaging in a
competitive activity or Prohibited Solicitation contained in this
subsection D may cause irreparable damage to the Companies or their
affiliates, the exact amount of which will be difficult to ascertain, and
that the remedies at law for any such breach may be inadequate.
Accordingly, Mr. Liddle and the Companies agree that if he breaches the
restrictions against engaging in a competitive activity or Prohibited
Solicitation contained in this subsection D, in addition to any other
remedies to which it or they may be entitled, then the Companies or their
affiliates shall be entitled to equitable relief, including but not limited
to injunctive relief, without posting bond or other security.
VI. COMPENSATION
A. Mr. Liddle shall be compensated by the Companies with an annual
base salary payable semi-monthly ("Annual Base Salary"). Initially, the
Annual Base Salary payable to Mr. Liddle shall be $110,000. Increases in
the Annual Base Salary shall be considered from time to time by the Board
of Directors.
B. Mr. Liddle shall receive a financing bonus ("Project Financing
Bonus") and a completion bonus ("Project Completion Bonus") of $5,000 and
$15,000, respectively, per each processing line of Thermoselect, Noell or
similar technology to be installed in a facility in which the Companies or
any Operating Affiliate has at least a 50% equity interest or a lesser
equity interest approved by the Companies' Board of Directors. Mr. Liddle
shall be entitled to receive a Project Financing Bonus upon closing by the
Companies or an Operating Affiliate of financing adequate to complete the
project either during (i) the Term of this agreement, or (ii) within three
(3) years following expiration or termination of the Term with respect to
any facility for which the Companies or any Operating Affiliate has
presented a definitive proposal during the Term. Mr. Liddle shall be
ertitled to receive a Project Completion Bonus when each processing line
becomes operational and accepted by the customer either during (i) the
Term, or (ii) within three (3) years following the expiration or
termination of the Term with respect to any facility for which the
Companies or an Operating Affiliate has presented a definitive proposal
during the Term. Each Project Completion Bonus shall become due and
payable when each such processing line becomes operational and accepted by
the customer.
C. The Companies hereby transfer to Mr. Liddle 10,000 shares of
the common stock of each of IWT and CWT ("Founders' Shares"). The total
number of all shares outstanding of each of which companies shall initially
be 1,000,000 shares; provided however, that Mr. Liddle shall forfeit (i)
80% of such Founders' Shares if Mr. Liddle terminates his employment or is
terminated for any cause after the first anniversary but prior to the
second anniversary of the date of this Agreement; (ii) 60% of such
Founders' Shares if Mr. Liddle terminates his employment or is terminated
for any reason after the second anniversary but prior to the third
anniversary of the date of this Agreement; (iii) 40% of such Founders'
Shares if Mr. Liddle terminates his employment or is terminated for any
reason after the third anniversary but prior to the fourth anniversary of
the date of this Agreement; (iv) 20% of such Founders' Shares if Mr. Liddle
terminates his employment or is terminated for any reason after the fourth
anniversary but prior to the fifth anniversary of the date of this
Agreement; provided further that if Mr. Liddle is terminated due to death
or disability, IWT and CWT shall transfer to Mr. Liddle or to his
beneficiaries, in addition to such Founders' Shares that Mr. Liddle would
otherwise retain upon termination of his employment, 1,500 shares of the
outstanding common stock of each of IWT and CWT, respectively. Beginning
on the date of this Agreement, Mr. Liddle shall be entitled to all
dividends paid and any voting rights in respect of the Founders' Shares.
Mr. Liddle shall also be entitled to liquidation proceeds, if any, with
respect to such Founders' Shares as are not subject to forfeiture pursuant
to this Section. Any Founders' Shares transferred hereunder shall not be
transferable if such Founders' Shares are subject to forfeiture pursuant to
this section. The foregoing section shall not apply to a transfer that is
part of a transaction whereby substantially all of the assets or stock of
IWT or CWT, as the case may be, is sold or otherwise transferred to an
unrelated third party, unrelated meaning an entity not controlled by a
party to this Agreement or by Mr. James J. Wilson and/or his family. Any
shares of CWT and/or IWT held in trust for the benefit of the unitholders
from time to time of IGC shall not be subject to a provision in that the
trust instrument requiring that at such time as the Trustees determine that
the ecomonic performance of IWT and CWT is sufficient to create a viable
market for the common stock of such company, the Trustees shall consider
the advisability of distributing the shares of such company then held in
trust to IGC unitholders. At such time as a portion of the shares of IWT
or CWT held by the Trust are sold, Mr. Liddle shall have the right to sell
the same proportion of his shares by the same purshaser(s) as are being
sold by the Trust and on the same terms.
D. Mr. Liddle hereby represents and warrants that he is acquiring
the Founders' Shares for investment for his own account and not with a view
to, or for resale in connection with the distribution or other disposition
thereof. Mr. Liddle agrees and acknowledges that he will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of any shares of the Founders' Shares unless such transfer, sale,
assignment, pledge, hypothecation or other disposition (i) is pursuant to
an effective registration statement under the Securities Act of 1933 and
the rules and regulations in effect thereunder (the "Act") and under all
applicable state securities laws, or (ii) Mr. Liddle shall have furnished
the issuer with an opinion of counsel, which opinion and counsel shall be
satisfactory to the issuer, to the effect that no such registration is
required because of the availability of an exemption from registration
under the Act and under all applicable state securities laws.
E. Mr. Liddle acknowledges that he has been advised by each of IWT
and CWT that (i) the Founders' Shares have not been registered under the
Act; (ii) the Founders' Shares must be held indefinitely and Mr. Liddle
must continue to bear the economic risk of the investment in the Founders'
Shares unless the offer and sale of such shares is subsequently registered
under the Act and all applicable state securities laws or an exemption from
registration is available; (iii) it is not anticipated that there will be
any public market for the Founders' Shares in the foreseeable future; (iv)
Rule 144 promulgated under the Act is not presently available with respect
to the sales of any securities of IWT or CWT, and neither IWT nor CWT has
made a covenant to make such rule available; (v) when and if the Founders'
Shares may be disposed of without registration under the Act in reliance on
Rule 144, such disposition can be made only in limited amounts in
accordance with the terms and conditions of such Rule; (vi) if the Rule 144
exemption is not available, public offer or sale without registration will
require the availability of an exemption under the Act; (vii) a restrictive
legend substantially in the form set forth in Paragraph F. of this Section
VI shall be placed on the certificates representing the Founders' Shares;
and (viii) a notation shall be made in the appropriate records of each of
IWT and CWT indicating that the Founders' Shares are subject to restriction
on transfer and, if the issuer shall at some time in the future engage the
services of a stock transfer agent, appropriate stop transfer restrictions
will be issued to such transfer agent with respect to the Founders' Shares.
F. If any of the Founders' Shares are to be disposed of in
accordance with Rule 144 under the Act or otherwise, Mr. Liddle shall
promptly notify the issuer of such Founders' Shares of the intended
disposition and shall deliver to the issuer at or prior to the time of such
disposition such documentation as the issuer may reasonably request in
connection with such disposition and, in the case of a disposition pursuant
to Rule 144, shall deliver to the issuer an executed copy of any notice on
Form 144 required to be filed with the Securities and Exchange Commission.
Mr. Liddle agrees that, if any securities of IWT or CWT are offered to the
public pursuant to an effective registration statement under the Act, Mr.
Liddle will not without the consent of the issuer effect any public sale or
distribution to the Founders' Shares not covered by such registration
statement within seven (7) days prior to, or within ninety (90) days after,
the effective date of such registration statement. Mr. Liddle is aware
that the Founders' Shares shall bear a legend in substantially the
following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
LAWS (THE "LAWS"), AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN OPINIONOF COUNSEL SATISFACTORY TO THE
COMPANY THAT IT MAY BE TRANSFERRED IN COMPLIANCE WITH
THE ACT AND THE LAWS.
G. On each occasion, if any, followingthe Effective Date, that
either IWT or CWT contemplates filing with the SEC a registration statement
under the Act relating in whole or in part to the primary offer and sale of
shares of its common stock or common stock equivalent, other than a
registration statement which relates exclusively to the registration of
securities under an employee stock option, bonus, retirement or other
compensation plan or solely to the issuance of securities in connection
with a business acquisition or combination, IWT or CWT, as the case may be,
shall notify Mr. Liddle in writin of its intention to do so at least thirty
(30) days prior to the filing of each such registration statement. If Mr.
Liddle gives written notice to IWT or CWT, as the case may be, within
fifteen (15) days of receipt of such notice from IWT or CWT, as the case
may be, of Mr. Liddle's desire to have any of his Founders' Shares
included in such registration statement, then Mr. Liddle may, subject to
the provisions of this Section VI.(G.) have his Founders' Share so
included. IWT or CWT, as the case may be, shall file any required
amendments of or supplements to any registration statement filed pursuant
to this Section VI.(G.). IWT or CWT, as the case may be, shall bear all
expenses in connection with the registration statement. Notwithstanding
the foregoing, if the underwriter of any such offering determines that the
number of shares proposed to be sold by IWT or CWT, as the case may be
and/or by Mr. Liddle is greater than the number of shares which the
underwriter believes feasible to sell at that time, at the price and upon
the terms approved by IWT or CWT, as the case may be, then the number of
shares which the underwriter believes may be sold shall be allocated in the
following order: (i) primary shares being offered by IWT or CWT, as the
case may be, and (ii) pro rate, between the Founders' shares owned by Mr.
Liddle and the shares of any other shareholder of IWT or CWT, as the case
may be, with rights generally similar to the rights provided to Mr. Liddle
under this Section VI.(G.).
VII. FRINGE BENEFITS
In addition to the compensation as defined above, Mr. Liddle shall be
entitled to the following fringe benefits:
A. Mr. Liddle shall be eligible to participate in the Companies'
health plans, life and disability insurance programs, retirement plans,
vacation plans and other employee benefit plans (collectively the "Employee
Plans") available to senior executive employees in accordance with the
terms and provisions thereof. While the Companies remains a wholly owned
subsidiary of Interstate General Company L.P. ("IGC"), or otherwise is held
in Trust for the benefit of IGC unitholders, the Plans shall be the
employee benefit plans provided by IGC to its senior executives.
B. The Companies will provide Mr. Liddle (i) an automobile
allowance of $600 per month, payable semi-monthly concurrent with Mr.
Liddle's Annual Base Salary, (ii) a nationally recognized gasoline credit
card, and (iii) an internationally recognized credit card to pay for
expenses incurred by Mr. Liddle in connection with Companies business
(collectively the Specified Benefits").
VIII. SEVERANCE
Upon termination of Mr. Liddle's employment, all payment and benefit
obligations of the Companies hereunder shall immediately terminate except
as follows:
A. In the event of a termination of Mr. Liddle's employment due to
his death or disability, Mr. Liddle, or his estate shall (i) continue to
receive his Annual Base Salary and benefits (excluding the Specified
Benefits) for which Mr. Liddle remains eligible under the terms of the
Companies' benefit plans (collectively, "Severance Compensation") for a
period commencing on the effective date of Mr. Liddle's termination
determined by the Board (the "Termination Date") and ending six (6) months
following the Termination Date, (ii) remain entitled to receive any Project
Financing Bonus or Project Completion Bonus in accordance with Section
VI.B. hereof and Mr. Liddle's Equity in accordance with Section VI.C.
hereof; and
B. In the event of a Qualifying Termination (defined below) by the
Company, Mr. Liddle shall (i) receive Severance Compensation for a period
commencing on the Termination Date and ending one year following the
Termination Date, and (ii) remain entitled to receive any Project Financing
Bonus or Project Completion Bonus in accordance with Section VI.B. hereof
and Mr. Liddle's Equity in accordance with Section VI.C. hereof.
For purposes of this Agreement, "Qualifying Termination" shall mean
any termination of Mr. Liddle by the Companies other than for "cause" or
any termination by the Employee for "Good Reason". For purposes hereof,
"cause" shall be defined as (i) conviction of a felony, other crime
involving theft or fraud, or other crime of moral turpitude involving the
Companies, and/or (ii) engaging in fraud or conduct with the intent of
causing substantial harm to the Companies. In the event the Companies elect
to terminate Mr. Liddle's employment for cause, such termination may be
made effective immediately, and no advance notice shall be required.
For purposes of this section VIII, Mr. Liddle shall have terminated
the employment for a Good Reason if:
A. Mr. Liddle terminates the employment relationship within two (2)
years following the occurrence of (i) a transaction or series of
transactions other than as a result of a Financial Closing or other equity
investment in the Companies which result in neither IGC nor the family of
James J. Wilson exercising at least fifty percent (50%) of the voting
control of the Companies; or (ii) a transfer of all or substantially all of
the assets of the Companies or the merger of the Companies into another
entity other than an entity at least 50% of the voting control of which is
held by either IGC or the Wilson family; or
B. Mr. Liddle terminates the employment relationship within six (6)
months following the occurrence of (i) the Companies materially reducing,
diminishing, terminating or otherwise impairing his duties, titles and/or
responsibilities despite his written objection delivered to the Board of
Directors (ii) the Companies instructing Mr. Liddle, despite his written
objection delivered to the Board of Directors, to take any action which is
in violation of any law, ordinance or regulation or would require any act
of dishonesty or moral turpitude; or (iii) the Companies committing a
material breach of any of the provisions of this Agreement.
IX. RETURN OF COMPANY MATERIALS
Upon termination of his employment for any reason, Mr. Liddle shall
return to the Companies all Company Materials (defined below) and all other
items of personal property, including all Company credit cards, telephone
cards, keys, identification cards and software, that were in Mr. Liddle's
possession, custody or control as of the termination date and that were
generated or acquired by the him for use in connection with his employment
by the Companies (collectively "Company Materials"). "Company Materials"
shall mean all copies of all written materials, notes, notebooks, minutes,
letters, memoranda, books of account, litigation records, files, drawings,
photographs, video recordings, audio recordings, electronically or
magnetically stored data, charts, plans, specifications, maps and other
documents relating to the Companies or any of its affiliates, or any of
their respective officers, personnel, customers, suppliers, contractors,
counsel, accountants or other parties having any business relationship with
the Companies or any of its affiliates (collectively "Covered Persons");
provided that, Company Materials shall not include any written materials or
other documents relating to the foregoing that have been made generally
available to the public without violating any property rights of the
Companies.
X. INDENINIFICATION
The Companies agree to indemnify Mr. Liddle with respect to his
performance of his duties described herein, to the maximum extent permitted
by law.
XI. ARBITRATION; REMEDIES
A. Any dispute or controversy arising between Mr. Liddle and the
Companies relating to this Agreement or otherwise to Mr. Liddle's
employment by the Companies shall be submitted to private, binding
arbitration, upon the written request of either Mr. Liddle or the
Companies, before a panel of three arbitrators, under the administration of
and in accordance with the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). In the event of such dispute or
controversy, the Companies and Mr. Liddle shall independently and
simultaneously select and identify one arbitrator each, both of whom must
have no past or present familial business relationships with the parties
and must possess expertise in the area of compensation of senior management
employees. In the event that a party has not selected its arbitrator within
60 days of initiation of the arbitration, the AAA shall select such
arbitrator. These two arbitrators shall jointly agree upon and select a
third arbitrator who also possesses such credentials. These three
arbitrators shall hear and decide the dispute or controversy by majority
vote, and their decision and award shall be final and conclusive upon the
parties, and their heirs, administrators, executors, successors, and
assigns. The arbitrators shall have no power or authority to add to,
subtract from, or otherwise modify the terms of this Agreement. Wherever
the Commercial Arbitration Rules of the AAA conflict with the procedures
set forth in this section, the terms of this section shall govern. Mr.
Liddle and the Companies agree that the arbitration must be initiated by
personally delivering a statement of claim to the AAA and to the party
against whom the claim is asserted no later than ninety (90) days after the
basis of the claim becomes known, or reasonably should have been known or
discovered, by the party asserting the claim. In the event arbitration is
not initiated within such ninety (90) day period, such claim, dispute, or
controversy shall be irrevocably time-barred. A judgment based upon such
arbitration award may be entered in any court having jurisdiction thereof.
B. Notwithstanding the foregoing, any action brought by the
Companies seeking a temporary restraining order, temporary and/or permanent
injunction, and/or a decree of specific performance of the terms of this
Agreement may be brought in a court of competent jurisdiction without the
obligation to proceed first to arbitration.
C. In addition to any other remedy available at law or equity, or
otherwise hereunder, in the event of any breach by Mr. Liddle not cured
within 30 days following notice by the Companies of his obligations under
any of Sections V.D, or IX hereof, Mr. Liddle shall forfeit any right to
Severance Compensation and Project Completion Bonuses hereunder.
XII. ASSIGNABILITY AND BINDING EFFECT
Neither party may assign this Agreement, or any obligation or rights
hereunder, to any other person or entity without the express written
consent of the other party. This Agreement shall be binding upon Mr. Liddle
and their heirs, executors, administrators, and successors.
XIII. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Maryland.
XIV. CAPTIONS
All captions contained in this Agreement are for convenience only and
in no way define or describe the intent of the parties or specific terms
hereof.
XV. SEVERABILITY
If any provision of this Agreement shall to any extent be held
invalid or unenforceable, the remaining terms and provisions shall not be
affected thereby.
XVI. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject matter hereof. All prior negotiations or
stipulations concerning any matter which preceded or accompanied the
execution hereof are conclusively deemed to be superseded hereby.
No provision of this Agreement may be modified, waived, or discharged
unless such waiver, modification or dischargc is agreed to in writing
signed by Mr. Liddle and such officer or director as may be specifically
designated by the Board of Directors.
XVII. NOTICES; MISCELLANEOUS
For purposes of this Agreement, notices and all other communications
provided for in this Agreement shall be in writing and shall be duly given
when delivered by hand or facsimile transmission or when mailed by United
States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Companies:
Mr. Mark Augenblick
Interstate Waste Technologies, Inc.
Caribe Waste Technologies, Inc.
Suite 110
5160 Parkstone Drive
Chantilly, VA 20151
If to the Employee:
Mr. Larry F. Liddle
1127 Eleanor Circle
Aston, PA 19014
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
XVIII. WITHHOLDING
Anything in this Agreement to the contrary notwithstanding, all
payments required to be made by the Companies hereunder to Mr. Liddle or
his estate or beneficiaries shall be subject to the withholding of such
amounts relating to taxes as the Companies may reasonably determine it
should withhold pursuant to any applicable law or regulation. In lieu of
withholding such amounts, in whole or in part, the Companies may, in their
sole discretion, accept other provisions for payment of taxes and
withholdings as required by law, provided it is satisfied that all
requirements of law affecting its responsibilities to withhold compensation
have been satisfied.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first set forth below, and the parties represent that they have
the capacity and authorization, whether it be personal or by the Board of
Directors of the Companies, to execute this Agreement.
CARIBE WASTE TECHNOLOGIES, INC.
INTERSTATE WASTE TECHNOLOGIES, INC.
Date: /s/ Mark Augenblick
------------------ -----------------------------------
Mark Augenblick
Chairman and CEO
Date: November 11, 1998 /s/ Larry F. Liddle
------------------ -----------------------------------
Larry F. Liddle
In order to induce Mr. Liddle to enter into this Employment Agreement, IGC,
hereby unconditionally guarantees the performance of the obligations of the
Companies under this Employment Agreement; provided that upon the earlier
of (i) the Financial Closing, or (ii) a sale or other disposition by IGC of
the shares or substantially all of the assets of the Company as a going
concern and assumption of this guarantee obligation by the acquirer, this
guarantee shall automatically become void and of no further effect and IGC
shall be released of all obligations hereunder.
INTERSTATE GENERAL COMPANY L P.
By: Interstate General Management Corporation,
its managing general partner
Date: October 30, 1998 /s/ James J. Wilson
------------------ ----------------------------------------
James J. Wilson
Chairman