EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of May, 1997, by
ISOLYSER COMPANY, INC., a Georgia corporation ("Isolyser"), and ROBERT L.
TAYLOR, a Georgia resident ("Taylor").
In consideration of the mutual covenants contained in this Agreement,
Isolyser and Taylor agree as follows:
1. EMPLOYMENT. Taylor hereby resigns as the President and Chief Executive
Officer of Isolyser, and as the Chairman and a member of the Board of Directors
of Isolyser. Taylor has concurrently submitted his resignation as a director and
executive officer of various subsidiaries of Isolyser in the form attached
hereto as EXHIBIT "A". Taylor shall continue to serve as an employee of Isolyser
through August 30, 1999 in the capacity of "Special Assistant to the Chairman".
In such capacity, he shall assist Isolyser faithfully and diligently to achieve
its objectives from time to time as may be reasonably requested by the Chairman
or Board of Directors of Isolyser, and shall take no action which would be
contrary to such objectives. Taylor, however, shall not be required to perform
duties at variance to duties normally assigned to senior executive level
personnel of Isolyser. As such Special Assistant, Taylor shall have no policy
making authority on behalf of Isolyser and shall have no authority to bind
Isolyser to any obligations. Taylor shall not be required to devote his full
working time and attention to the business of Isolyser, and may be engaged in
other activities to which he shall be entitled to devote a substantial portion
of his time, subject to paragraph 3 of this Agreement.
2. COMPENSATION AND BENEFITS. As full compensation for all services
rendered by Taylor pursuant to this Agreement and as full consideration for all
terms of this Agreement, Taylor shall be entitled to the following:
(a) A base salary of $150,000 per year through and including
August 30, 1999 payable so long as Taylor is not in breach of this
Agreement following five days notice of any such breach by Isolyser to
Taylor. Such salary shall be paid in installments consistent with the
normal practices of Isolyser, but not less frequently than monthly.
(b) Taylor hereby elects not to participate in and agrees that
he shall not be entitled to participate in any and all employee benefit
plans, medical insurance plans, life insurance plans, disability income
plans, retirement plans and other benefit plans (except that Taylor
shall remain eligible to participate in the Company's 401(k) plan
subject to the terms of the applicable plan documents and legal
requirements) from time to time in effect for senior executives or
other employees of Isolyser. In lieu of participation in any and all
such plans, Isolyser agrees to continue to pay the premiums for (x) the
$500,000 of term life insurance currently maintained by Isolyser on the
life of Taylor, and (y) the amount of $440 per month to be applied
exclusively to group or individual medical and dental plan coverage as
designated per Taylor's written instructions (and absent any such
instructions, for payment of premiums for COBRA continuation coverage
under Isolyser's group health so long as Taylor and/or his dependents
are eligible for such coverage, and thereafter directly to Taylor) for
Taylor and his dependents through August 30, 1999 so long as Taylor is
not in breach of this Agreement following five days notice of any such
breach by Isolyser to Taylor.
430267.1
(c) An amount equal to the value of all accrued vacation due
to Taylor through the date of this Agreement, as calculated by
Isolyser's payroll department. From and after the date of this
Agreement, Taylor agrees that he shall no longer accrue paid absences
or be entitled to compensation for same.
(d) Isolyser shall reimburse Taylor for all reasonable travel
and other business expenses incurred by him in the performance of his
duties and responsibilities as specifically requested by Isolyser,
subject to such requirements with respect to substantiation and
documentation as may be specified by Isolyser.
3. PROTECTIVE COVENANTS; REMEDIES.
(a) PROPERTY RIGHTS. Taylor acknowledges and agrees that all
records of the accounts of customers, lists, prospect lists, prospect
reports, vendor lists, samples, desk calendars, briefcases, day timers
and notebooks provided by Isolyser or any subsidiary or affiliate of
Isolyser (collectively, the "Isolyser Group"), policy and procedure
manuals, price lists, catalogs, premises keys, written methods of
pricing, lists of needs and requirements of customers, written methods
of operation of Isolyser Group and any other records and books relating
in any manner whatsoever to the customers of Isolyser Group or its
business, whether prepared by Taylor or otherwise coming into Taylor's
possession, are the exclusive property of Isolyser Group regardless of
who actually purchased or prepared the original book, record, list or
other property. All such books, records, lists or other property shall
be immediately returned by Taylor to Isolyser upon any termination of
employment.
(b) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Taylor
acknowledges that through formal and informal training by Isolyser
Group, Taylor will become familiar with, among other things, the
following:
Any scientific or technical information, design,
process, procedure, formula or improvement that is
secret and of value, and information including, but
not limited to, technical or nontechnical data,
formula, patterns, compilations, programs, devices,
methods, techniques, drawings, processes and
financial data, which Isolyser takes reasonable
efforts to protect from disclosure, and from which
Isolyser derives actual or potential economic value
due to its confidential nature (the foregoing being
hereinafter collectively referred to as the
"Confidential Information").
Taylor acknowledges that use of such Confidential Information
will give Taylor an unfair competitive advantage over Isolyser Group in
the event that Taylor should go into competition with Isolyser Group
and agrees that during the term of this Agreement and for a period of
two (2) years subsequent to the termination of employment for any
reason, Taylor will not disclose to any person, or utilize for Taylor's
benefit, any of the Confidential Information. Taylor acknowledges that
such Confidential Information is of special and peculiar value to
Isolyser; is the property of Isolyser Group, the product of years of
experience and trial and error; is not generally known to Isolyser
Group's
430267.1
2
competitors; and is regularly used in the operation of Isolyser Group's
business. Taylor acknowledges and recognizes that applicable law
prohibits disclosure of confidential information and trade secrets
indefinitely (i.e., without regard to the two year period described in
this paragraph), and Isolyser has the right to require Taylor to comply
with such law in addition to Isolyser's rights under this paragraph.
(c) NON-INTERFERENCE WITH EMPLOYEES. Taylor agrees not to
solicit, entice or otherwise induce any employee of Isolyser Group to
leave the employ of Isolyser Group for any reason whatsoever, and not
to otherwise interfere with any contractual or business relationship
between Isolyser Group and any of its employees for two (2) years from
the termination of Taylor's employment.
(d) INVENTIONS. Taylor agrees to fully inform and disclose to
Isolyser all inventions, designs, improvements and discoveries which
Taylor now has or may hereafter while employed by Isolyser obtain which
either constitute an improvement to or modification of any of the
products which from time to time are under development by Isolyser or
being manufactured or marketed by Isolyser (collectively, the
"Products") or constitute an invention, design, improvement or
discovery having unique application to the Products, whether conceived
by Taylor alone or with others. All such inventions, designs,
improvements and discoveries shall be the exclusive property of
Isolyser. Taylor shall assist Isolyser to obtain such legal protection
of all such inventions, designs, improvements and discoveries as may be
deemed desirable by Isolyser from time to time.
(e) NON-SOLICITATION OF CUSTOMERS. Until the second
anniversary of the Effective Date of this Agreement, Taylor agrees that
Taylor will not, within the world (the "Territory"), which the parties
agree has been the territory from which Taylor has primarily rendered
services, for Taylor's own benefit or on behalf of any other person,
partnership, company or corporation, contact any customer or customers
of Isolyser Group who Taylor called upon while employed by Isolyser,
for the purpose of developing, manufacturing or selling disposable,
specialty or safety products for use in the medical, industrial or
commercial markets (collectively, the "Business").
(f) NON-COMPETITION. Until the second anniversary of the date
of this Agreement, Taylor agrees that Taylor will not within the
Territory, either directly or indirectly on his own behalf or in the
service of others, in any capacity that involves duties similar to the
duties of Taylor hereunder, engage in the Business.
(g) ACKNOWLEDGMENT REGARDING PROTECTIVE COVENANTS. Taylor
acknowledges and understands that the covenants provided for in this
Section are limited to the covenants set forth herein and do not
preclude Taylor upon the termination of this Agreement from obtaining
gainful employment or utilizing Taylor's general business skills, and
that numerous opportunities exist for Taylor to utilize such skills.
Although Taylor agrees that the time and area restraints set forth
herein are reasonable, nevertheless, if for any reason now unforeseen,
a court of competent jurisdiction finds that the time and/or area
restraints agreed to herein by the parties are unreasonable then the
time and/or area restraints agreed to herein shall be reduced to an
area and/or duration deemed reasonable by such court. Taylor
acknowledges that the Employee has read and understands the terms of
this Agreement, that the same was specifically negotiated, and that the
protective covenants agreed upon herein are necessary for the
430267.1
3
protection of Isolyser Group's business as a result of the business
secrets that will be disclosed during the employment. Further, Taylor
acknowledges that Isolyser would not enter into this Agreement without
the specifically negotiated protective covenants herein stated.
(h) REMEDIES. In addition to any other rights and remedies
which are available to Isolyser, with respect to any breach or
violation of the protective covenants set forth herein, it is
recognized and agreed that Isolyser shall be entitled to obtain
injunctive relief which would prohibit Taylor from continuing any
breach or violation of such protective covenants.
4. RELEASES.
(a) In consideration of the covenants of Isolyser contained in
this Agreement, Taylor hereby irrevocably and unconditionally releases,
waives, remises, forever discharges and agrees not to sue Isolyser
and/or any and all parent companies, divisions, subsidiaries,
affiliates and other related entities of Isolyser, as well as each of
Isolyser's past, present and future owners, directors, officers,
employees, and the predecessors, successors and assigns of each of them
in their personal or corporate capacities, and all of their attorneys
(collectively, the "Released Parties"), from and with respect to any
and all liabilities, actions, claims, obligations, damages, causes of
action, contracts, accounts, agreements and demands of any nature
whatsoever that Taylor has, may have or may claim to have against any
of the Released Parties, whether known or unknown, liquidated or
unliquidated, in law or in equity, whether arising under any local,
state or federal constitutions, laws, rules or regulations, or under
the common law or statutory law of the United States prohibiting
employment discrimination based on race, color, sex, religion, handicap
disability, national origin or any other protected category or
characteristic, including the Civil Rights Act of 1964, the Civil
Rights Act of 1986 or 1871, the National Labor Relations Act or any
other federal, state or local human rights, civil rights or employment
discrimination statute, including any claim arising under the AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967, as amended ("ADEA"), any
rules or regulations arising under such laws, and any and all claims
relating to Taylor's employment or termination thereof, including, but
not limited to, any claims under the doctrines of defamation, libel,
slander, invasion of privacy, interference with contractual relations,
or implied contracts arising from employee handbooks, policies, manuals
or statements of procedure and wrongful discharge, it being the
intention of Isolyser and Taylor to make this release as broad and as
general as the law permits to include in addition to the foregoing all
possible claims which arose or might arise out of contract or tort
under state or federal law.
(b) In consideration of the covenants of Taylor contained in
this Agreement, Isolyser hereby irrevocably and unconditionally
releases, waives, remises, forever discharges and agrees not to sue, or
otherwise claim payment to be due to or from Taylor, his heirs or
personal representatives, arising out of Taylor's capacity as an
employee, stockholder, officer or former officer, from and with respect
to any and all liabilities, actions, claims, obligations, damages,
causes of action, contracts, accounts, agreements and demands of any
nature whatsoever that Isolyser or any of Isolyser's stockholders,
officers or employees has, may have or may claim to have against
Taylor, whether known or unknown, liquidated or unliquidated, in law or
in equity, whether
430267.1
4
arising under any local, state or federal constitutions, laws, rules or
regulations, or under common law or statutory law of the United States,
and any and all claims relating to Taylor's employment, including, but
not limited to, any claims under the doctrines of defamation, libel,
slander, invasion of privacy, or interference with contractual
relations, it being the intention of Isolyser and Taylor to make this
release as broad and as general as the law permits to include in
addition to the foregoing all possible claims which arose or might
arise out of contract or tort under state or federal law.
(c) Nothing contained in Subsection (a) or (b) of this Section
4 shall restrict or otherwise impair in any manner the rights or
obligations of any parties arising under and by virtue of (i) this
Agreement, (ii) that certain Indemnity Agreement effective as of
October 20, 1994 between Isolyser and Taylor, (iii) stock options to
purchase Isolyser shares held by Taylor, or (iv) any amendment or
modification of any of the foregoing.
5. DISCLOSURE.
(A) TAYLOR SHOULD CAREFULLY READ AND UNDERSTAND THE TERMS, CONDITIONS
AND EFFECTS OF THIS AGREEMENT. THIS IS A LEGAL DOCUMENT, AND TAYLOR IS ADVISED
THAT HE SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.
(B) PURSUANT TO THE TERMS OF THE ADEA, TAYLOR IS ADVISED TO CONSIDER
THIS AGREEMENT FOR A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS AFTER THE DATE OF
RECEIPT BEFORE TAYLOR EXECUTES THIS AGREEMENT. AFTER TAYLOR SIGNS THIS AGREEMENT
AND RETURNS IT TO ISOLYSER, TAYLOR HAS SEVEN (7) CALENDAR DAYS IN WHICH TO
NOTIFY ISOLYSER THAT TAYLOR HAS DECIDED TO WITHDRAW HIS ACCEPTANCE OF THIS
AGREEMENT. THIS AGREEMENT (OTHER THAN SECTION 1 WHICH IS EFFECTIVE) WILL NOT
BECOME EFFECTIVE OR ENFORCEABLE AND NO PAYMENTS WILL BE MADE HEREUNDER UNTIL THE
END OF THE SEVEN DAY REVOCATION PERIOD, AT WHICH TIME THE AGREEMENT SHALL BECOME
EFFECTIVE AND ENFORCEABLE.
6. LITIGATION AND REGULATORY COOPERATION. Taylor shall cooperate fully
with the Isolyser Group in the defense or prosecution of any claims or actions
now in existence or which may be brought in the future against or on behalf of
the Isolyser Group which relate to events or occurrences that transpired while
Taylor was employed by Isolyser. Taylor's full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Isolyser Group at mutually convenient times. Taylor shall also
cooperate fully with the Isolyser Group in connection with any examination or
review of any federal or state regulatory authority as any such examination or
review relates to events or occurrences that transpired while Taylor was
employed by Isolyser. The obligations under this paragraph shall continue, to
the extent required, following the scheduled expiration of this Agreement on
August 30, 1999. To the extent Taylor is required to provide services under this
paragraph subsequent to August 30, 1999, Isolyser shall nevertheless continue to
reimburse Taylor for its reasonable expenses in connection with the performance
of his duties under this paragraph and pay a consulting fee in the amount of $50
per hour.
430267.1
5
7. MISCELLANEOUS.
(a) This Agreement and all of the terms, provisions and
conditions hereof shall be binding upon and/or inure to the benefit of
and be enforceable by the heirs and personal representatives of Taylor
and Isolyser; provided, that the salary shall no longer be payable
after Taylor's death.
(b) This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall
constitute one and same agreement. This Agreement contains the full and
complete agreement between the parties relative to the subject matter
hereof.
(c) All payments made and benefits provided to Taylor under
this Agreement shall be net of any tax required to be withheld by
Isolyser under applicable law.
(d) This Agreement shall be governed in accordance with the
laws of the State of Georgia.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be
executed and delivered as of the date first above written.
ISOLYSER COMPANY, INC.
By:_____________________________
Its:____________________________
________________________________
Robert L. Taylor
430267.1
6
EXHIBIT "A"
____________, 1997
The Board of Directors
Isolyser Company, Inc.
MedSurg Industries, Inc.
Creative Research and Manufacturing, Inc.
White Knight Healthcare, Inc.
Microtek Medical, Inc.
And all other companies affiliated with
Isolyser Company, Inc.
Gentlemen:
Effective immediately, I hereby resign as an executive officer and a
member of the Board of Directors.
Sincerely,
Robert L. Taylor
430267.1
7