EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement") dated July 1, 1996
by and between WATER-JEL TECHNOLOGIES, INC. a New York
corporation with an office at 243 Veterans Boulevard, Carlstadt,
New Jersey 07072 (the "Company"), and NURIT KAHANE, residing at
655 Park Avenue, New York, New York 10021 (the "Executive").
1. Employment. The Company hereby employs the Executive as a
Senior Vice President of the Company for and during the term
hereof, subject to the supervision and control of the Company's
Board of Directors, and the terms and conditions hereof. The
Executive hereby accepts employment under the terms and
conditions set forth in this Agreement.
2. Duties of Executive. The Executive shall have such duties
as may be reasonably assigned to her from time to time by the
Board of Directors consistent with her status as a Senior Vice
President of the Company.
3. Business Time. The Executive agrees to devote such business
time as may be reasonably necessary to the performance of the
duties, responsibilities, and authorities which may be reasonably
assigned to her and which are consistent with her executive
status under Section 1.1 of this Agreement. It is understood that
such business time might not constitute Executive's full business
time and that Executive may conduct such other business
activities as are not in violation of Section 8 hereof.
4. Term. The term of this Agreement shall commence effective
July 1, 1996 and shall terminate on June 30, 2001.
5. Compensation. The Company shall pay the Executive, as
compensation for services rendered by the Executive as an officer
under this Agreement, as follows:
5.1 Base Salary. The Company shall pay the Executive a base
salary at the rate of $250,000 per annum subject to withholding
taxes, payable as per the Company's normal payroll practices as
in effect from time to time.
5.2 Options and Bonuses. The Company may also grant to
Executive from time to time such stock options, bonuses, and
other incentives as the Company's Board of Directors may
determine, in its sole discretion.
6. Termination. Notwithstanding any other provision in this
Agreement:
6.1 Death. If the Executive dies during the term of this
Agreement and while in the employ of the Company, this Agreement
shall automatically terminate as of the date of the Executive's
death; and the Company shall have no further obligation to the
Executive or her estate.
6.2 Disability. If, during the term of this Agreement, the
Executive is unable to
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perform her duties hereunder as a result of any physical or mental
disability which continues for 180 days in any 365 day period, then
the Company, may terminate this Agreement upon written notice to
Executive.
6.3 Termination by the Company for Cause. At any time
during the term of this Agreement, the Company may discharge the
Executive for cause and terminate this Agreement without any
further liability hereunder to the Executive or her estate. For
purposes of this Agreement, a "discharge for cause" shall mean
termination of the Executive upon written notification to the
Executive limited, however, to one or more of the following
reasons:
6.3.1 Fraud, misappropriation or embezzlement by the
Executive in connection with the Company; or
6.3.2 Conviction by a court of competent jurisdiction
in the United States of a felony or a crime involving moral
turpitude; or
6.3.3 Willful and unauthorized disclosure of
confidential, or proprietary trade secret information of the
Company; or
6.3.4 The Executive's breach of any material term or
provision of this Agreement, after notice to the Executive of the
particular details thereof and a period of not less than (30)
days thereafter within which to cure such breach, if any.
7. Employment Benefits. While she is an employee of the
Company, the Executive shall be entitled to all employee benefits
made available to other executive officers of the Company.
Without limiting the foregoing, the Company will use reasonable
efforts to procure disability insurance with the Executive as
beneficiary which shall be sufficient to provide Executive with
her base compensation for any remainder of the term of this
Agreement that she is disabled as defined in Section 6.2.
8. Protective Covenants.
8.1 Because
(i) Executive will become fully familiar with all aspects of
the Company's business during the period of her employment with
the Company,
(ii) certain information of which the Executive will gain
knowledge during her employment is proprietary and confidential
information which is of special and peculiar value to the
Company,
(iii) if any such proprietary and confidential information
were imparted to or became known by any persons, including
Executive, engaging in a business in competition with that of the
Company, hardship, loss and irreparable injury and damage could
result to the Company, the measurement of which would be
difficult if not impossible to ascertain, and
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(iv) it is necessary for the Company to protect its business
from such damage,
the following covenants constitute a reasonable and appropriate
means, consistent with the best interests of both the Executive
and the Company, to protect the Company against such damage and
shall apply to and be binding upon Executive as provided herein.
8.2 Non-Competition by Executive. Executive covenants that,
while she is an employee of the Company and for 12 months
thereafter, neither she nor any of her affiliates will, directly
or indirectly (whether as an investor, shareholder, employee or
otherwise), engage in or participate in any business which is in
competition with the business of the Company.
8.3 Trade Secrets, Proprietary and Confidential Information.
8.3.1 Executive recognizes that her position with the
Company is one of the highest trust and confidence by reason of
Executive's access to and contact with trade secrets and
confidential and proprietary information of the Company.
8.3.2 Executive shall use her best efforts and exercise
utmost diligence to protect and safeguard and keep confidential
the trade secrets and confidential and proprietary information of
the Company.
8.3.3 Executive covenants that while she is an employee
of the Company and thereafter, she will not disclose disseminate
or distribute to another, nor induce any other person to
disclose, disseminate, or distribute, any trade secret or
proprietary or confidential information of the Company, directly
or indirectly, either for Executive's own benefit or for the
benefit of another, whether or not acquired, learned, obtained or
developed by Executive, or use or cause to be used, any trade
secret, proprietary or confidential information in any way except
as is required in the course of her employment with the Company.
8.3.4 All trade secrets and confidential and
proprietary information relating to the business of the Company
whether prepared by Executive or otherwise coming into her
possession, shall remain the exclusive property of the Company
and shall not, except in the furtherance of the business of the
Company, be removed from the premises of the Company under any
circumstances whatsoever without the prior written consent of the
Company.
8.3.5 Executive hereby assigns to the Company all her
right, title and interest in any and all inventions, discoveries,
improvements, ideas, computer or other apparatus programs and
related documentation, and other works of authorship (hereinafter
each designated "Intellectual Property") which she develops,
makes, creates or conceives in connection with her employment by
the Company.
8.3.6 Executive will, without charge to Company, but at
its expense, execute a specific assignment of title to the
Company to secure a patent, copyright or other form of protection
for said Intellectual Property anywhere in the world.
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8.4 Remedies. In the event of breach or threatened breach
by Executive of any provision of this Section, the Company shall
be entitled to apply for relief by temporary restraining order,
temporary injunction, or permanent injunction and to all other
relief to which it may be entitled, including any and all
monetary damages which the Company may incur as a result of said
breach, violation or threatened breach or violation. The Company
may pursue any remedy available to it concurrently or
consecutively in any order as to any breach, violation, and the
pursuit of one of such remedies at any time will not be deemed an
election of remedies or waiver of the right to pursue any other
of such remedies as to such breach, violation, or as to any other
breach, violation, or threatened breach or violation.
9. Change in Control.
(a) After a Change in Control of the Company as
defined under (b) hereafter, Executive shall be entitled to a
one-time additional compensation in an amount equal to the three
(3) times the Executive's then current annual compensation
(including bonuses). Such additional compensation will be paid
to Executive in a lump sum on or before the date such Change in
Control takes effect. Said amount shall be determined by counsel
to the Company in consultation with the Company's auditors.
(b) A "Change in Control" shall be deemed to have
occurred in the event (i) any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), or group of such "persons", without the
consent of the Board of Directors, is or becomes a "beneficial
owner" (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company's then
outstanding securities, or (ii) of a merger, consolidation or
other combination the result of which is the ownership by
shareholders of the Company of less than 75% of those voting
securities of the resulting or acquiring entity having the power
to elect a majority of the Board of Directors of such entity; or
(iii) of the sale of transfer of in excess of 50% of the gross
assets of the Company as shown on the Company's then most recent
audited financial statements.
(c) Notwithstanding anything in the foregoing to the
contrary, no Change of Control shall be deemed to have occurred
for purposes of this Agreement by virtue of any transaction which
results in the Executive or a group of persons which includes the
Executive, acquiring, directly or indirectly, 30% or more of any
class of voting securities of the Company.
10. No Violation. Executive represents and warrants to the
Company that she is free to enter into this Agreement in
accordance with the terms hereof and is under no restriction,
contractual or otherwise, which would interfere with her
execution hereof or performance hereunder.
11. General Provisions.
11.1 Notices. All notices, requests, consents, and other
communications under this Agreement shall be in writing and shall
be deemed to have been delivered (i) on the date
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personally delivered or (ii) two days after the date deposited in a
receptacle maintained by the United States Postal Service for such
purpose, postage prepaid, by certified mail, return receipt requested,
addressed as set forth below or (iii) one day after properly sent by
Federal Express, addressed to the respective parties at their address
set forth above. Either party hereto may designate a different address
by providing written notice of such new address to the other party
hereto as provided above.
11.2 Severability. If any provision contained in this
Agreement is determined to be void, illegal or unenforceable, in
whole or in part, then the other provisions contained herein
shall remain in full force and effect as if the provision which
was determined to be void, illegal, or unenforceable had not been
contained herein.
11.3 Waiver, Modification and Integration. The waiver by
any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent
breach of any party. This instrument and the documents referred
to herein contain the entire agreement of the parties concerning
employment and supersede any and all other agreements, either
oral or in writing, between the parties hereto with respect to
the employment of the Executive by the Company and contain all of
the covenants and agreements between the parties with respect to
such employment in any manner whatsoever. This Agreement may not
be modified, altered or amended except by written agreement of
all the parties hereto.
11.4 Binding Effect. This Agreement shall be binding and
effective upon the Company and its successors and permitted
assigns, and upon the Executive, her heirs and representatives.
11.5 Governing Law. This Agreement shall be governed by the
internal laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
WATER-JEL TECHNOLOGIES, INC.
_________/s/____________________ By: ___/s/Yitz Grossman____________
Nurit Kahane Title: Secretary