EMPLOYMENT AGREEMENT EFFECTIVE DATE: September 22, 1994 EMPLOYER: DYNECO CORPORATION, a Minnesota corporation. EMPLOYEE: RICHARD D. BESSER PURPOSE: Employer is in the business of compressors and the technology pertaining thereto and Employer desires to employ Employee for the purposes and subject to the terms and conditions set out hereafter. AGREEMENTS: Employer and Employee hereby mutually agree as follows: 1. EMPLOYMENT: DUTIES. 1.1 EMPLOYMENT. Employer employs Employee and Employee accepts employment with Employer. During the term of employment hereunder, Employee shall serve as the Chairman, Chief Executive Officer and President of Employer and shall perform such services not inconsistent with his position and hold such offices in Employer to which from time to time he may be elected or appointed. 1.2 DUTIES. The scope of Employee's duties and responsibilities shall be the following: (a) Subject to Section 1.3 hereof, Employee's principal area of responsibility shall be to perform as the Chairman, Chief Executive Officer and President of Employer, and he shall perform for Employer such duties as are mutually agreed by Employee and the Board of Directors of Employer from time to time. (b) Employee's duties shall be performed at whatever location Employee deems appropriate. 1.3 PARTIAL RELINQUISHMENT OF DUTIES. During the term of employment hereunder, Employee in his sole discretion and at his sole election, may relinquish his duties of President of Employer in favor of a person selected by Employee and hired and appointed by Employer's Board of Directors, which hiring and appointment shall not be unreasonably withheld or declined. 1.4 NON-EMPLOYER ACTIVITIES. During the term of this Agreement, Employee may, without limitation, serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking engagements or teach at educational institutions, serve as an officer or manager of one or more entities, and manage personal investments. None of such activities shall be prohibited by this Agreement. 2. TERM. This Agreement shall become effective on the Effective Date set forth above and continue for a period ending December 31, 1999, unless terminated sooner by either of the parties hereto, or by mutual agreement of the parties, pursuant to Section 6 of this Agreement. 3. COMPENSATION. As his compensation during the term of this Agreement, Employee shall have and receive, subject to applicable tax withholding, the following: 3.1 SALARY. Employee's base salary under this Agreement will be One Hundred Fifty-Six Thousand Dollars ($156,000.00) per annum gross pay, payable in substantially equal regular periodic payments in accordance with Employer's regular payroll practices. Such base salary may be increased (but not decreased) by the Board of Directors of Employer from time to time during the term hereof with each increase becoming Employee's new base salary under this Agreement for the remainder of the term hereof or until the next increase in base salary, if any. Notwithstanding the foregoing, in the event Employee relinquishes his duties of President of Employer pursuant to Section 1.3 hereof, Employee's base salary during any period in which Employee is not serving as President shall be automatically reduced to two-thirds of his base salary then in effect but never less than One Hundred Four Thousand Dollars ($104,000.00) per annum. During the period September 22, 1994 through June 30, 1995, one third of Employee's base salary (i.e., $52,000.00) shall be paid in the form of fully paid and nonassessable shares of common stock of Employer, based upon an agreed value of Three Dollars ($3.00) per share, and the remaining two-thirds of such base salary (i.e., $104,000.00) shall be paid in the form of cash. Commencing July 1, 1995, Employee's base salary shall be paid solely in the form of cash. 3.2 RESTRICTED STOCK. (a) SALE AND PURCHASE. Employer agrees to sell and Employee agrees to purchase from Employer, at such time(s) during the term of this Agreement as Employee shall specify to Employer, Two Hundred Fifty Thousand (250,000) shares of common stock of Employer at a price of $.01 per share (hereinafter referred to as the "Restricted Shares" or, with respect to a single share thereof, "Restricted Share"). (b) GENERAL RESTRICTIONS. In the event EITHER Employer terminates Employee's employment for Cause pursuant to Section 6.2 hereof OR Employee terminates his employment for any reason other than death, disability, mutual agreement with Employer, or those reasons specified in Section 6.3 hereof, then Employer may, at any time within the one hundred twenty (120) day period following Employee's termination of employment, purchase from Employee at the "Restricted Share Price" (as hereafter defined), the applicable number of Restricted Shares determined as follows: -2- Number of Restricted Shares If Employee's Termination that May Be Purchased from of Employment Occurs Employee by Employer ---------------------------- ----------------------------- Before September 23, 1996 150,000 After September 22, 1996, but before September 23, 1997 75,000 After September 22, 1997, but before September 23, 1998 25,000 After September 22, 1998 0 As used herein, the term "Restricted Share Price" means with respect to each Restricted Share the greater of (i) $.01 or (ii) fifty percent (50%) of the last quoted ask price per share of common stock of Employer as reported by the NASDAQ on the date of Employee's termination of employment. (c) RESTRICTIONS ON TRANSFER. The Restricted Shares issued herein have not been registered under the Securities Act of 1933. These Shares may not be transferred by Employee (i) unless there is an effective registration covering the Restricted Shares under the Securities Act of 1933 and applicable state securities laws, (ii) unless Employer receives an opinion of legal counsel, acceptable to Employer, that the transfer of the Restricted Shares complies with the requirements of the Securities Act of 1933 and any relevant state securities law, or (iii) unless the transfer is made pursuant to Rule 144 under the Securities Act of 1933. Subject to the foregoing, Employee is permitted to transfer the following number of Restricted Shares with respect to each of the following dates: Number of Restricted Shares Permitted to be Date Transferred by Employee ---- --------------------------- Before September 23, 1996 100,000 shares After September 22, 1996, but before September 23, 1997 175,000 shares After September 22, 1997, but before September 23, 1998 200,000 shares After September 22, 1998 All shares (d) ENDORSEMENT OF CERTIFICATES. Each certificate representing Restricted Shares now, or hereafter, held by Employee shall be inscribed substantially as follows: -3- THE TRANSFER OF THE SHARES OF DYNECO CORPORATION COMMON STOCK REPRESENTED BY THIS CERTIFICATE IS RESTRICTED UNDER THE TERMS OF AN EMPLOYMENT AGREEMENT EFFECTIVE SEPTEMBER 22, 1994, A COPY OF WHICH IS ON FILE AT THE OFFICES OF DYNECO CORPORATION. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DYNECO CORPORATION WILL NOT TRANSFER THIS CERTIFICATE UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION COVERING THE SHARES REPRESENTED BY THIS CERTIFICATE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ALL APPLICABLE STATE SECURITIES LAWS, OR (II) IT FIRST RECEIVES A LETTER FROM LEGAL COUNSEL, ACCEPTABLE TO THE CORPORATION, STATING THAT IN THE OPINION OF SUCH LEGAL COUNSEL THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (III) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (e) VOTING RIGHTS. The Restricted Shares shall be considered to be issued and outstanding shares and Employee shall enjoy all voting rights accorded to all other issued and outstanding shares of Employer. (f) PARTICIPATION IN DISTRIBUTIONS. The Restricted Shares shall be considered to be issued and outstanding shares and Employee shall enjoy all distribution privileges accorded to all other issued and outstanding shares of Employer. (g) DISTRIBUTIONS ON DISSOLUTION OR LIQUIDATION. In the event of dissolution of Employer, or the partial or complete liquidation of all or substantially all of Employer's assets, or in the event of bankruptcy or insolvency of Employer, the Restricted Shares shall enjoy all of the rights and privileges accorded to all other issued and outstanding shares of Employer. (h) SHARE SPLITS OR OTHER RECLASSIFICATION. Any shares issued to Employee pursuant to a share split or reclassification of Restricted Shares shall also be subject to the terms and conditions hereof. Similarly, any and all distributions of shares issued by the reason of ownership of such Restricted Shares, shall likewise be subject to the terms and conditions hereof. (i) ADDITIONAL REQUIREMENTS. In order to ensure performance hereunder and to implement the provisions hereof, Employer and Employee shall take whatever action and do such things as may be required or necessary so to do, which may include, but shall not be limited to, the registration of the Restricted Shares under the Securities Act of 1933 upon Employee's written request, issuance of additional shares, surrender of shares, and making such reports and furnishing such information as shall be deemed advisable or necessary. 4. BENEFITS AND VACATIONS. During the term of this Agreement Employee shall be entitled to participate in all tax-qualified retirement plans and other employee benefit plans, practices, policies and programs (including holidays) provided by Employer to the extent applicable generally to other employees of Employer. In addition, during the term of this Agreement Employee shall be entitled to participate in and receive benefits under any plan, program, or arrangement made available by Employer to Employer's other executives and key management employees, subject to the terms and conditions of such plans, programs, and arrangements applicable to all such employees. For the 1995 calendar year and each subsequent calendar year (or fraction thereof) during this Agreement, Employee shall be entitled to fifteen (15) paid vacation days. The time or times at which such vacation days are to be taken shall be reasonably determined by Employee consistent with Employee's duties and obligations under this Agreement. Any such vacation days with respect to a calendar year that are unused as of the last day of such calendar year shall automatically be carried over to the next calendar year unless Employer and Employee otherwise agree in writing. 5. FACILITIES; EXPENSE REIMBURSEMENT. 5.1 FACILITIES. Employer shall provide and maintain (or cause to be provided and maintained) at Employer's sole cost such facilities, equipment, offices, secretarial and other support staff help, and other services and supplies as are reasonably required by Employee for Employee's performance of his duties under this Agreement. Employer shall promptly reimburse Employee for any expenditures for such that are incurred by Employee. 5.2 EXPENSE REIMBURSEMENT. Employee is authorized to incur reasonable expenses for promoting the business of Employer, including, without limitation, expenses for entertainment, travel, home telephone, and similar items. Employer will promptly reimburse Employee for such expenses upon the presentation by Employee from time to time of an itemized account of such expenditures with vouchers and such other supporting information which Employer may from time to time request in accordance with Employer's accounting procedures. 6. TERMINATION OF EMPLOYMENT. 6.1 DEATH OR DISABILITY OR MUTUAL AGREEMENT. Employee's employment shall terminate automatically upon Employee's death during the term of this Agreement. Also, if Employee is absent for work as a result of incapacity due to mental or physical illness during a period encompassing more than one hundred eighty (180) business days during any calendar year, Employee's employment with Employer shall terminate upon the expiration of such 180 business day period. Employee's employment may be terminated at any time by the mutual written agreement of Employer and Employee. 6.2 TERMINATION FOR CAUSE. Employer's Board of Directors may terminate Employee's employment for "Cause." As used herein, "Cause" means (a) an act or acts of willful personal dishonesty taken by Employee and intended to result in substantial personal enrichment of Executive to the detriment of Employer; or (b) the willful engaging by Employee in illegal conduct that is materially demonstrably injurious to Employer. For purposes hereof, no act on Employee's part shall be considered "dishonest," "willful" or "deliberate" unless done by Employee in bad faith and without reasonable belief that Employee's action was in, or not -5- opposed to, the best interest of Employer. Any act based upon authority given pursuant to a resolution duly adopted by the Employer's Board of Directors or based upon the advice of legal counsel shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interests of Employer. 6.3 COMPENSABLE TERMINATION BY EMPLOYEE. Employee may, in his sole discretion, terminate his employment under this Agreement for any one or more of the following reasons and be entitled to compensation pursuant to Section 6.5 hereof: (a) An adverse change in Employee's status or position as an executive officer of Employer, including, without limitation, any adverse change in Employee's status or position as a result of a material diminution in Employee's duties, responsibilities or authority as of the date of this Agreement (or any status or position to which Employee may be promoted after the date hereof) or the assignment to Employee of any duties or responsibilities which, in Employee's reasonable judgment, are inconsistent with Employee's status or position, or any removal of Employee from or any failure to reappoint or reelect Employee to such positions (except in connection with the termination of Employee's employment for Cause in accordance with Section 6.2 hereof or disability or death in accordance with Section 6.1 hereof); (b) A reduction by Employer in Employee's base salary (other than as provided in Section 3.1 hereof) as in effect as of the date of this Agreement or as the same may be increased from time to time or a change in the eligibility requirements or performance criteria under any plan under which Employee is covered as of the date of this Agreement, which adversely affects Employee; (c) Without replacement by plan-provided benefits to Employee equal to or greater than those discontinued, the failure by the Employer to continue in effect, within its maximum stated term, any plan in which Employee is participating immediately as of the date of Employee's execution of this Agreement or the taking of any action by Employer that would adversely affect Employee's participation or materially reduce Employee's benefits under any plan; (d) The taking of any action by Employer that would materially adversely affect the physical conditions existing immediately prior to the date of this Agreement in or under which Employee performs his employment duties; (e) Employer's requiring Employee to be based anywhere other than Savannah, Georgia, except for required travel on Employer's business to an extent substantially consistent with the business travel obligations which Employee undertook on behalf of Employer prior to the date of this Agreement; (f) The failure by Employer to obtain from any "Successor" to assent to this Agreement contemplated by Section 10.2 hereof; or (g) Any purported termination by Employer of this Agreement or the employment of Employee by Employer which is not expressly authorized by this Agreement or any breach of this Agreement by Employer other than an isolated, insubstantial and inadvertent -6- failure not occurring in bad faith and which is remedied by Employer within a reasonable period after Employer's receipt of notice thereof from Employee. (h) Any refusal by Employer to continue to allow Employee to attend to matters or engage in activities not directly related to the business of Employer which, prior to the date of this Agreement or any time thereafter but prior to such refusal, Employee attended to or engaged in. 6.4 NON-COMPENSABLE TERMINATION BY EMPLOYEE. Employee may, in his sole discretion, terminate his employment under this Agreement for any reason whatsoever upon ninety (90) days advance written notice to Employer. 6.5 COMPENSATION UPON TERMINATION, DEATH OR DURING DISABILITY. (a) During any period that Employee fails to perform Employee's duties hereunder as a result of incapacity due to physical or mental illness, Employee shall continue to receive all base salary and other compensation and benefits to which Employee is otherwise entitled under this Agreement and any plan until Employee's date of termination. (b) If Employee's employment under this Agreement is terminated (i) on account of death, (ii) for Cause, (iii) by mutual agreement, or (iv) by Employee pursuant to Section 6.4 hereof, Employer shall, within ten (10) calendar days following the date of termination, pay any amounts due to Employee for base salary through the date of termination, together with any other unpaid and pro rata amounts to which Employee is entitled as of the date of termination pursuant to Sections 3 and 4 hereof, including, without limitation, amounts which Employee is entitled under any plan in accordance with the terms of such plan, and further, including, without limitation, a pro rata portion (prorated through the date of termination) of any annual or long-term bonus or incentive payments (for performance periods in effect at the date of termination) to which Employee would have been entitled had Employee remained continuously employed through the end of such performance periods and continued to perform Employee's duties in the same manner as performed immediately prior to such termination. (c) If, in breach of this Agreement, Employer terminates Employee's employment hereunder (it being understood that a purported termination for disability or for Cause which is disputed and finally determined not to have been proper shall be a termination by Employer in breach of this Agreement) or if Employee terminates his employment hereunder pursuant to Section 6.3 for the unexpired term of this Agreement as determined in accordance with Section 2.3, Employer shall, as damages for such breach: (1) continue to pay any amounts due to Employee for base salary in accordance with Section 3.1. at the annual rate in effect thereunder immediately prior to Employee's termination of employment (but determined without regard to any purported reduction in base salary which gave rise to such termination of employment) in the same manner as if Employee had remained continuously employed through December 31, 1999; -7- (2) cause Employee's continued participation in all plans in accordance with Section 4 hereof as if Employee remained continuously employed with Employer through December 31, 1999 for all purposes, including without limitation grants, awards, accruals and vesting thereunder; provided, that, if such continued participation is not permissible under applicable law, Employer shall provide Employee with benefits substantially similar to those to which Employee would have been entitled under those plans in which Employee's continued participation is not permissible; and (3) continue to (i) provide Employee with paid vacation in accordance with Section 4 hereof, (ii) bear business expenses of Employee in accordance with Section 5.2 with respect to matters reasonably undertaken by Employee on behalf of Employer, and (iii) provide Employee with offices and facilities in accordance with Section 5.1 hereof, in the same manner as if Employee had remained continuously employed throughout the period described above, The damages determined pursuant to this Section 6.5(c) shall be mitigated to the extent of Employee's "earned income" (within the meaning of section 911(d)(2)(A) of the Internal Revenue Code of 1986, as amended) derived from Employee's subsequent employment by an employer in the same product line of business as Employer with Employee having executive duties, officer positions, and responsibilities substantially the same as provided for herein during the remainder of the period with respect to which such damages are required to be paid by Employer. 7. NONEXCLUSIVITY OF RIGHTS. Except as provided in Section 6, nothing in this Agreement shall prevent or limit the Employee's continuing or future participation in any plan, program, policy or practice provided by Employer and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any contract or agreement with Employer. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Employer at or subsequent to the date of termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. 8. NON-COMPETITION; COVENANT NOT TO RECRUIT. During the term of this Agreement and for a period of twelve (12) months following Employee's termination of employment with Employer, Employee shall refrain from competing (directly or indirectly, alone or as a partner, officer, director, shareholder, or employee of any other firm or entity) with Employer with respect to Employer's business as conducted during the term of this Agreement or as of the date of Employee's termination of employment. For purposes hereof, "shareholder" shall not include Employee's ownership of the Restricted Shares or other stock of Employer or ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly-held corporation whose stock is traded on a major stock exchange or quoted on NASDAQ. -8- Employee recognizes that Employer's workforce constitutes an important and vital aspect of its business on a world-wide basis. Employee agrees that for a period of one (1) following the termination of this Agreement for any reason whatsoever, Employee shall not solicit, or assist anyone else in the solicitation of, any of the Employer's then-current employees to terminate their employment with Employer and to become employed by any business enterprise with which Employee may then be associated, affiliated or connected. 9. CONFIDENTIAL INFORMATION; PROPRIETARY INFORMATION. 9.1 "Confidential Information" means information that is proprietary to Employer or proprietary to others and entrusted to Employer, whether or not trade secrets. Confidential Information includes, but is not limited to, information relating to business plans and to business as conducted or anticipated to be conducted, and to past or current or anticipated products. Confidential Information also includes, without limitation, information concerning research, inventions, works of authorship, development, engineering, purchasing, accounting, marketing, selling and services. All information that Employee has a reasonable basis to consider confidential is Confidential Information, whether or not originated by Employee and without regard to the manner in which Employee obtains access to this and any other proprietary information. 9.2 CERTAIN PROPRIETARY INFORMATION. If Employee possesses any proprietary information of another person or entity as a result of prior employment or relationship, Employee shall honor any legal obligation that Employee has with that person or entity with respect to such proprietary information. 9.3 RETURN OF PROPRIETARY PROPERTY. Employee agrees that all property in Employee's possession belonging to Employer, including without limitation, all documents, reports, manuals, memoranda, computer print-outs, customer lists, credit cards, keys, identification, products, access cards, automobiles and all other property relating in any way to the business of Employer are the exclusive property of Employer, even if Employee authored, created or assisted in authoring or creating, such property. Employee shall return to the Employer all such documents and property immediately upon termination of employment or at such earlier time as Employer may reasonably request. 9.4 PROHIBITIONS AGAINST USE OF CONFIDENTIAL INFORMATION. Employee will not during or subsequent to the termination of Employee's employment under this Agreement use or disclose, other than in connection with Employee's employment with Employer, any Confidential Information to any person not employed the Employer or not authorized by Employer to receive such Confidential Information, without the prior written consent of Employer. Employee will use reasonable and prudent care to safeguard and protect and prevent the unauthorized use and disclosure of Confidential Information. The obligations contained in this Section 9.4 will survive for as long as Employer in its sole judgment considers the information to be Confidential Information. The obligations under this Section 9.4 will not apply to any Confidential Information that is now or becomes generally available to the public through no fault of Employee or to Employee's disclosure of any Confidential Information required by law or judicial or administrative process. -9- 10. MISCELLANEOUS. 10.1 NOTICE. Notices required or permitted to be given hereunder shall be sufficient if in writing and delivered or deposited in the U.S. Mails, postage prepaid, certified mail, return receipt requested, to the following addresses or to such other address as may be designated in writing hereafter by either party hereto: To the Employer: DynEco Corporation 564 International Place Rockledge, Florida 32955 Attention: Board of Directors To the Employee: Richard D. Besser 5A Skidaway Village Walk, Suite 137 Savannah, Georgia 31411 10.2 BURDEN; BENEFIT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of any "Successor" of the Employer and any such "Successor" shall be deemed substituted for the Employer under the terms of this Agreement. As used in this Agreement, Employer shall mean the Employer as hereinbefore defined and any "Successor" to its business and/or assets as aforesaid, which assumes and agrees to perform this Agreement by operation of law or otherwise. This Agreement is personal to Employee and without the prior written consent of Employer, Employee shall not assign or delegate any of his rights or obligations hereunder other than by testamentary disposition or the laws of descent and distribution. Employer may not assign or delegate any of its rights or obligations hereunder unless such assignment is to a "Successor" (as hereafter defined) and such "Successor" by agreement in form and substance satisfactory to Employee assets to the fulfillment of Employer's obligations under this Agreement. As used herein, the term "Successor" means any corporation, individual, group, association, partnership, firm, venture or other entity or person that, subsequent to the date hereof, succeeds to the actual or practical ability to control (either immediately or with the passage of time), all or substantially all of Employer's business and/or assets, directly or indirectly, by merger, consolidation, recapitalization, purchase, liquidation, redemption, assignment, similar corporate transaction, operation of law or otherwise. 10.3 ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding by and between Employer and Employee with respect to the employment of Employee and no representations, promises, agreements, or understandings written or oral, not contained herein shall be of any force or effect. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the parties intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the parties against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or any other time. -10- 10.4 GOVERNING LAW. The validity, interpretation, construction, performance, enforcement and remedies of or relating to this Agreement, and the rights and obligations of the parties hereunder, shall be governed by the substantive laws of the State of Florida (without regard to the conflict of laws or statutes of any jurisdiction), and any and every legal proceeding arising out of or in connection with this Agreement shall be brought in the appropriate courts of the State of Florida, each of the parties hereby consenting to the exclusive jurisdiction of said courts for this purpose. 10.5 DISPUTES. Any dispute, controversy or claim for damages arising under or in connection with this Agreement shall be settled exclusively by arbitration in Jacksonville, Florida by a panel of three (3) arbitrators in accordance with the Commercial Rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction; provided, however, that Employee shall be entitled to seek specific performance of Employee's right to be paid until the date of termination of employment during the pendency of any dispute or controversy arising under or in connection with this Agreement. Employer shall bear all costs and expenses, including attorney's fees, arising in connection with any arbitration proceeding pursuant hereto. Employer shall be entitled to seek an injunction or restraining order in a court of competent jurisdiction to enforce the provisions of Sections 8 and 9. 10.6 NO OFFSETS. In no event shall any amount payable to Employee pursuant to this Agreement be reduced for purposes of offsetting, either directly or indirectly, any indebtedness or liability of Employee to Employer. 10.7 COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one (1) and the same instrument. 10.8 SURVIVAL. The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms extend beyond the termination of Employee's employment hereunder including, without limitation, the provisions of Section 6.5 (relating to compensation) or beyond the termination of this Agreement including, without limitation, the provisions of Section 9 (relating to confidential information) and Section 8 (relating to non-competition), shall continue in full force and effect notwithstanding Employee's termination of employment hereunder or the termination of this Agreement, respectively. 10.9 SEPARATE COUNSEL. The parties acknowledge that Employer has been represented in this transaction by Mark J. Vieno, P.A., that Employee has not been represented in this transaction by Employer's attorneys. 10.10 PRESUMPTION. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party. 10.11 NO ADEQUATE REMEDY. Notwithstanding anything contained herein to the contrary, the parties declare that it is impossible to accurately measure in money the damages -11- which will accrue to either party by reason of a failure to perform any of the obligations under this Agreement. Therefore, if either party shall institute any action or proceeding to enforce the provisions hereof, the party against whom such action or proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law, and such party shall not assert in any such action or proceeding the claim or defense that such party has an adequate remedy at law. 10.12 WITHHOLDING. To the extent required by any applicable law, including, without limitation, any federal or state income tax or excise tax law or laws, the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any comparable federal, state or local laws, Employer retains the right to withhold such portion of any amount or amounts payable to Employee under this Agreement as Employer (on the written advice of counsel) deems necessary. 10.13 SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions. EXECUTED in multiple counterparts on the dates set forth below but effective as of the Effective Date. EMPLOYER: DynEco Corporation By /s/ Thomas C. Edwards --------------------------------- Its Chief Technical Officer -------------------------------- Date: March 21 , 1995 ----------------------- EMPLOYEE: /s/ Richard D. Besser ------------------------- Richard D. Besser Date: 3-23 , 1995 ------------- -12-