EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into effective as of
the _______day of ____________, 199__ (the "Effective Date"), by and between
ISOLYSER COMPANY, INC., a Georgia corporation (hereinafter the "Company"), and
PETER SCHMITT (hereinafter the "Employee").
RECITALS:
R-1. The Company develops, manufactures and markets disposable,
specialty and safety products for use in medical, industrial and commercial
markets.
R-2. The Company's markets are worldwide.
R-3. The Company maintains certain trade secrets and confidential
information which is proprietary to the Company, the disclosure or exploitation
of which would cause significant damage to the Company.
R-4. The Company desires to employ the Employee, and the Employee
desires to accept such employment, for which purposes each of the Company and
the Employee desire to enter into this Agreement to set forth and clarify
certain of the terms and conditions relevant to such employment.
R-5. The Company recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control (as defined herein)
may arise which may create uncertainty and questions among management resulting
in a departure or distraction of management personnel to the detriment of the
Company and its shareholders. In addition, the Company believes that should the
Company or its shareholders receive a proposal for transfer of control of the
Company, the Employee should be able to assess and advise the Company whether
such proposal would be in the best interests of the Company and its shareholders
and
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to take such other action regarding such proposal as the Board of Directors
might determine to be appropriate without being influenced by the uncertainty of
the Employee's own situation.
NOW, THEREFORE, in consideration of the recitals, the covenants and
agreements herein contained and the benefits to be derived herefrom, the
parties, intending to be legally bound, agree as follows:
1. RECITALS. The recitals set forth above constitute part of this
Agreement and are incorporated herein by this reference.
2. EMPLOYMENT. From and after the date hereof and for the term herein
provided, the Company agrees to employ the Employee, and the Employee accepts
such employment with the Company upon the terms and conditions hereinafter set
forth.
3. TERM. The Employee's employment shall commence on the Effective Date
and, subject to Section 8 of this Agreement, shall continue through the third
anniversary of the Effective Date.
4. DUTIES. Subject to the direction and supervision of the Board of
Directors of the Company, the Employee agrees that: (a) he shall devote his full
working time and attention to the business of the Company and its affiliated
companies; (b) he will perform all of his duties pursuant to this Agreement
faithfully and to the best of his abilities in a manner intended to advance the
Company's interests; and (c) he shall not engage in any other business activity
except: (i) investing assets in a manner not prohibited by Section 9(e) of this
Agreement, and in such form or manner as shall not require any material services
on his part in the operations or affairs of the companies or other entities in
which such investments are made, (ii) serving on the board of directors of any
company, subject to the provisions set forth in Section 9(e) of this Agreement
and provided that he shall not be required to render any material services with
respect to the operations or affairs of any such company, (iii) engaging in
religious, charitable
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or other community or non-profit activities which do not impair his ability to
fulfill his duties and responsibilities under this Agreement, or (iv) such other
activities as may be expressly approved in advance by the Board of Directors of
the Company.
5. COMPENSATION. As full compensation for all services rendered by the
Employee pursuant to this Agreement and as full consideration for all of the
terms of this Agreement, the Employee shall receive from the Company during his
employment under this Agreement the base salary, bonuses and fringe benefits
described below.
(a) BASE SALARY. For all services rendered pursuant to this
Agreement, the Company shall pay or cause to be paid to the Employee an annual
base salary of $137,500 (the "Floor Amount"). The annual salary may be increased
or (subject to the terms of this Agreement) decreased from time to time during
the term of this Agreement in the discretion of the Company. The base salary
shall be payable in accordance with the customary practices of the Company for
payment of its employees, but in any event, in installments not less frequently
than once monthly.
(b) BONUS COMPENSATION. To the extent that the Company shall
establish, from time to time in its discretion, bonus compensation plans for the
benefit of all of its management level employees, the Employee shall be entitled
to participate in such bonus compensation plans in accordance with terms and
provisions established by the Board of Directors in its discretion.
(c) LONG TERM INCENTIVE PAYMENTS. The Company has or may from time
to time in the future grant to the Employee such long-term incentive
compensation (including, by way of illustration but not limitation, stock
options) as the Board of Directors may determine in its discretion.
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(d) FRINGE BENEFITS. The Company has adopted, or may from time to
time adopt, policies in respect of fringe benefits for its management level
employees in the nature of health and life insurance, holidays, vacation,
disability and other matters. The Company covenants and agrees that the Employee
shall be entitled to participate in any such fringe benefit policies adopted by
the Company to the same extent that such fringe benefits shall be available to
and for the benefit of all other management level employees.
(e) TAX WITHHOLDINGS AND OTHER DEDUCTIONS. The Company shall have
the right to deduct from the base salary and any additional compensation payable
to the Employee all amounts required to be deducted and withheld in accordance
with social security taxes and all applicable federal, state and local taxes and
charges as may now be in effect or which may be hereafter enacted or required as
charges on the compensation of the Employee. The Company shall also have the
right to offset from the base salary and any additional compensation payable to
the Employee any loan or other amounts owed to the Company by the Employee.
6. WORKING FACILITIES. The Company, at its own expense, shall furnish
the Employee with office, working space and such equipment as may be reasonably
necessary for the Employees's performance of his or her duties.
7. EXPENSES. The Employee is required as a condition of employment to
incur ordinary, necessary and reasonable expenses for the promotion of the
business of the Company and its affiliates and subsidiaries, including expenses
for entertaining, travel and similar items. The Employee is authorized to incur
reasonable expenses in connection with such business, including travel and
entertainment expenses, fees for seminars and courses, and expenses incurred in
attendance at executive meetings and conventions. If paid by the Employee, upon
presentation by the Employee of an itemized account of such expenditures in a
manner satisfactory to the Company, the Employee shall be entitled to receive
reimbursement for these
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expenses, subject to policies that may be established from time to time by the
Company. It is intended by the Company and the Employee that all expenses
incurred pursuant to this paragraph are to be ordinary and necessary business
expenses.
8. TERMINATION. The Employee's employment may be terminated in
accordance with the provisions of this Section. The provisions for termination
are as follows:
(a) DEATH OR DISABILITY. The Employee's employment shall be
terminated upon the death or total disability of the Employee (total disability
meaning the failure of the Employee to perform his or her duties and
responsibilities hereunder in the manner and to the extent required by this
Agreement for a period of 180 consecutive days by reason of the Employee's
mental or physical disability as determined by the Board of Directors of the
Company, which determination, in the absence of a showing of bad faith, shall be
conclusive upon the Employee).
(b) TERMINATION FOR CAUSE. The Employee's employment may be
terminated by the Company for Cause. For purposes of this Agreement, the term
"Cause" shall mean a determination by the Board of Directors that any of the
following has occurred: (i) the Employee's material failure or refusal to comply
with the policies, standards and regulations of the Company from time to time
reasonably established and fairly administered by the Company, (ii) a material
breach by the Employee of the terms of Section 9 of this Agreement, (iii) a
material breach by the Employee of any of the other terms of this Agreement, or
(iv) the indictment or conviction of the Employee for any felony, the conviction
of the Employee for a misdemeanor involving the misuse of funds, or the
adjudication by a court that the Employee engaged in willful misconduct in
connection with the activities of the Company.
(c) TERMINATION WITHOUT CAUSE. The Employee's employment may be
terminated by the Company without Cause; provided, that, in the event of any
termination of the Employee's employment under this paragraph (c), the Employee
shall be entitled to receive
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such Employee's annual base salary (but not less than the Floor Amount per year)
as then in effect as set forth in Section 5(a) hereof until the first
anniversary of the date of such termination of employment payable at the
Company's election either in a lump sum (present valued at a discount rate of
10%) or as otherwise payable under Section 5(a). The Company's obligation to
make payments under this paragraph shall cease and terminate in the event of any
breach by the Employee of any of the provisions of Section 9 of this Agreement.
The Company may require, as a condition precedent to making any payments under
this paragraph to the Employee, that the Employee execute a customary release
and covenant not to sue in favor of the Company.
Any payments under this Section 8(c) shall be subject to Section 5(e).
(d) TERMINATION BY EMPLOYEE. The Employee may terminate his
employment hereunder with or without Good Reason (as defined below) by written
notice to the Company. In the event the Employee elects to terminate this
Agreement without Good Reason, then the Employee shall offer to continue to
provide services to the Company in accordance with this Agreement for a period
of not less than ninety (90) days from the date that the Employee elects to
resign. The Company may accept such offer in full, accept such offer subject to
the Company's right to terminate the Employee's employment during such ninety
(90) day period (which termination shall nevertheless be treated as a
termination by Employee without Good Reason) or reject such offer in which event
the Employee's employment shall immediately terminate. Effective upon the date
of Employee's termination of employment following the Employee's resignation
without Good Reason, the Employee shall be entitled to no further compensation
or benefits under this Agreement. As used in this Agreement, the term "Good
Reason" shall mean (i) the reduction of the Employee's salary below the Floor
Amount per year without the written consent of the Employee, or (ii) the failure
by the Company to comply with its obligations under this Agreement in any
material respects which failure to comply continues
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for a period of not less than thirty (30) days following written notice thereof
by the Employee to the Company, or (iii) a material diminution in the authority,
duties or responsibilities (excluding, for this purpose, any isolated,
insubstantial or inadvertent action which is temporary in nature and promptly
remedied upon recognition of such occurrence) of the Employee with the Company
from those existing prior to the date of this Agreement, as determined in good
faith by a majority vote of the Company's Board of Directors. In the event the
Employee terminates his employment hereunder for any of the reasons set forth in
clauses (i) or (ii) of this Subsection (d), the Employee shall be entitled to
receive such Employee's annual base salary (but not less than the Floor Amount
per year) as then in effect as set forth in Section 5(a) hereof until the first
anniversary of the date of such termination of employment. In the event the
Employee terminates his employment hereunder for any of the reasons set forth in
clause (iii) of this Subsection (d), the Employee shall be entitled to receive
fifty percent (50%) of the Employee's annual base salary (which annual base
salary shall for these purposes not be less than the Floor Amount per year) as
then in effect as set forth in Section 5(a) hereof until the six month
anniversary of the date of such termination of employment. Any such severance
becoming payable under this Subsection (d) shall be payable at the Company's
election either in a lump sum (present valued at a discount rate of 10%) or as
otherwise payable under Section 5(a). The Company may require, as a condition
precedent to making any payments under this paragraph to the Employee, that the
Employee execute a customary release and covenant not to sue in favor of the
Company. The Company's obligations to make payments under this paragraph shall
cease and terminate in the event of any breach by the Employee of any provisions
of Section 9 of this Agreement; provided, that, the Employee shall not be in
breach of Sections 9(d) or (e) of this Agreement if, in advance of taking any
action which would otherwise violate such Subsections,
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the Employee waives and refunds to the Company the portion of the severance
payment yet to accrue hereunder. Any payments under this paragraph shall be
subject to Section 5(e).
(e) CHANGE OF CONTROL.
(i) As used in this Agreement, the term "Change of Control" shall
mean:
(A) Individuals who, as of the date of this Agreement,
constitute the Board of Directors of the Company (the "Incumbent Board") cease
for any reason to constitute at least a majority of such Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual was a member of
the Incumbent Board, but excluding, for this purpose, any individual whose
initial assumption of such directorship occurs as a result of either an actual
or threatened election contest (as such terms are used in Section 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act")) or other actual or threatened solicitation of proxies or
consents by or on behalf of an individual, entity or group other than the Board;
(B) The acquisition by an individual, entity or group (within
the means of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, of Beneficial Ownership (as defined in that certain Shareholder
Protection Rights Agreement dated as of December 20, 1996 between the Company
and SunTrust Bank, as such agreement may be modified or amended from time to
time) of 15% or more of either the then outstanding shares of common stock of
the Company or the combined voting power of the outstanding voting securities of
the Company entitled to vote generally in the election of directors unless the
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Incumbent Board determines that such transaction shall not constitute a "Change
of Control" hereunder;
(C) If there occurs any merger or consolidation of the Company
with or into any other corporation or entity (other than a wholly-owned
subsidiary of the Company) unless the Incumbent Board determines that such
transaction shall not constitute a "Change of Control" hereunder; or
(D) There occurs a sale or disposition by the Company of all
or substantially all of the Company's assets.
Notwithstanding the foregoing, no Change of Control shall be deemed to have
occurred for purposes of this Agreement by virtue of any transaction which
results in the Employee, or a group of persons which includes the Employee,
acquiring directly or indirectly all or substantially of the assets of the
Company.
(ii) In the event of any termination (including, without
limitation, any such termination at the election of the Employee) of Employee's
employment with the Company occurring within six (6) months following the
occurrence of any event constituting a Change of Control other than a
termination of employment occurring as a result of a termination under
Subsections (a) or (b) of this Section 8 (being a termination for death or
disability or a termination by the Company for Cause), the Company shall pay to
the Employee the sum of the following:
(A) The Employee's base salary through the date of termination
at the rate in effect just prior to the date of termination of employment, plus
any benefits or awards (including both the cash and stock component) which
pursuant to the terms of any compensation plans have been earned or become
payable, but which have not yet been paid to
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the Employee (including amounts which previously had been deferred at the
Employee's request);
(B) A lump sum payment in cash in an amount equal to 2.99
times the Employee's annual base salary in effect immediately prior to the date
of termination of employment (but not less than the Floor Amount per year); and
(C) The Company shall maintain in full force and effect, at
the sole cost of the Company (except for any regular contributions of the
Employee required of the Employee in the same manner as required by all other
managerial employees of the Company), for the continued benefit of the Employee
and his dependents for a period terminating on the earlier of (x) twelve months
after such date of termination or (y) the commencement date of equivalent
benefits from a new employer, all insured and self-insured Employee group health
insurance plans in which the Employee was entitled to participate immediately
prior to the date of termination, provided that the Employee's continued
participation is possible under the general terms and provisions of such plans
and that applicable tax requirements do not require that the value of such
benefits be included in Employee's income. The terms of this Subsection are in
addition to any rights or obligations arising under applicable law.
(iii) In the event any payment or distribution by the Company or
acceleration of any rights to or for the benefit of the Employee (whether paid
or payable or distributable or accelerated pursuant to the terms of this
Agreement or otherwise (a "Payment")) will be subject to the excise tax
(collectively, the "Excise Tax") imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), then the amounts payable under Subsection
(e)(ii) of this Section shall first be reduced (prior to reducing the Payments
under any other agreement with or for the benefit of the Employee) to the extent
necessary so that no Payment shall be subject to the Excise Tax, EXCEPT that no
such reduction shall be made to the
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extent that the Payments receivable by the Employee net of all taxes (including,
without limitation, income taxes, the Excise Tax and any interest and penalties
with respect to any such taxes (collectively, the "Taxes")) on such Payments
before such reduction would be greater than the Payments receivable by the
Employee net of all taxes after such reduction. All determinations required to
be made under this clause shall be made by Deloitte & Touche LLP, Atlanta,
Georgia, or such other accounting firm as may be mutually agreed to between the
Employee and the Company (the "Accounting Firm"). For purposes of making such
determinations by the Accounting Firm (A) no portion of any Payment which tax
counsel, selected by the Accounting Firm and acceptable to the Employee,
determines not to constitute a "parachute payment" within the meaning of Section
280G(b)(2) of the Code will be taken into account, (B) no portion of any payment
which such tax counsel determines to be reasonable compensation for services
rendered within the meaning of Section 280G(b)(4) of the Code will be taken into
account, (C) the value of any non-cash benefit or any deferred payment or
benefit included in the Payments will be determined by the Accounting Firm in
accordance with Sections 280G(d)(3) and (4) of the Code, and (D) any reductions
under this Subsection shall be made serially against Subsections (A), (B) and
(C) of Subsection (e)(ii) of this Section and in that order. All fees and
expenses of the Accounting Firm and any tax counsel selected under this
Subsection shall be borne solely by the Company, and any determination by the
Accounting Firm and such tax counsel shall be binding upon the Company and the
Employee. Any Payment due under this Subsection (e) shall be paid to the
Employee by the Company within ten (10) days of the Company's receipt of the
Accounting Firm's determination.
9. PROTECTIVE COVENANTS; REMEDIES.
(a) PROPERTY RIGHTS. The Employee acknowledges and agrees that all
records of the accounts of customers, lists, prospect lists, prospect reports,
vendor lists, samples, desk
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calendars, briefcases, day timers, notebooks, computers, computer records and
software, 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 the Company or any subsidiary or affiliate of
the Company (collectively, the "Company Group"), manufacturing techniques,
financial records and any other records and books relating in any manner
whatsoever to the customers of the Company Group or its business, whether
prepared by the Employee or otherwise coming into the Employee's possession, are
the exclusive property of the Company 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 the Employee
to the Company upon any termination of employment.
(b) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. The Employee
acknowledges that through his employment by the Company, the Employee 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 and processes, and
product, customer and financial data, which the Company takes
reasonable efforts to protect from disclosure, and from which
the Company derives actual or potential economic value due to
its confidential nature (the foregoing being hereinafter
collectively referred to as the "Confidential Information").
The Employee acknowledges that use or disclosure of such
Confidential Information would be injurious to the Company and will give the
Employee an unfair competitive advantage over the Company Group in the event
that the Employee should go into competition with the Company Group.
Accordingly, the Employee agrees that during the term
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of this Agreement and for a period of two (2) years subsequent to the
termination of employment for any reason, the Employee will not disclose to any
person, or utilize for the Employee's benefit, any of the Confidential
Information. The Employee acknowledges that such Confidential Information is of
special and peculiar value to the Company; is the property of the Company Group,
the product of years of experience and trial and error; is not generally known
to the Company Group's competitors; and is regularly used in the operation of
the Company Group's business. The Employee 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 the Company has the right to require the Employee to comply
with such law in addition to the Company's rights under this paragraph.
(c) NON-INTERFERENCE WITH EMPLOYEES. The Employee agrees not to
solicit, entice or otherwise induce any employee of the Company Group to leave
the employ of the Company Group for any reason whatsoever, and not to otherwise
interfere with any contractual or business relationship between the Company
Group and any of its employees for two (2) years from the termination of the
Employee's employment other than a termination of employment within the scope of
Subsection (e)(ii) of Section 8 of this Agreement.
(d) NON-SOLICITATION OF CUSTOMERS. For so long as the Employee shall
be due or shall have accrued salary payments from the Company (including,
without limitation any such payment under Subsections (c) or (d) of Section 8 of
this Agreement which Employee does not waive and refund to the Company in
advance of taking any actions prohibited by this Subsection), and, in the event
of any termination of Employee's employment hereunder by the Company for Cause
or by the Employee without Good Reason, for one (1) year after the date of such
termination of employment, the Employee agrees that the Employee will not,
within the United States of America (the "Territory"), which the parties agree
is the territory from which
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the Employee shall primarily renders services, for the Employee's own benefit or
on behalf of any other person, partnership, company or corporation, contact any
customer or customers of the Company Group who the Employee called upon or with
which the Employee became familiar while employed by the Company, for the
purpose of developing, manufacturing or selling disposable, specialty or safety
products for use in medical, industrial or commercial markets (collectively, the
"Business"). This Subsection shall not apply following the date of any
termination of employment within the scope of Subsection (e)(ii) of Section 8 of
this Agreement.
(e) NON-COMPETITION. For so long as the Employee shall be due or
shall have accrued salary payments from the Company (including, without
limitation any payment under Subsections (c) or (d) of Section 8 of this
Agreement which Employee does not waive and refund to the Company in advance of
taking any action prohibited by this Subsection), and in the event of any
termination of Employee's employment hereunder by the Company for Cause or by
the Employee without Good Reason, for one (1) year after the date of such
termination of employment, the Employee agrees that the Employee will not (i)
within the Territory, either directly or indirectly, whether on his own behalf
or in the service of others (whether as an employee, director, consultant or
advisor) in any capacity that involves duties similar to the duties of the
Employee hereunder, engage in the Business or, (ii) become an owner (except for
the ownership of not greater then an interest of five percent of a publicly held
company) of any company which is engaged in the Business. This Subsection shall
not apply following the date of any termination of employment within the scope
of Subsection (e)(ii) of Section 8 of this Agreement.
(f) REMEDIES. In addition to any other rights and remedies which are
available to the Company, with respect to any breach or violation of the
protective covenants set forth herein, it is recognized and agreed that the
Company shall be entitled to obtain injunctive relief
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which would prohibit the Employee from continuing any breach or violation of
such protective covenants.
10. ARBITRATION OF DISPUTES. Any controversy or claim arising out of or
relating to the employment relationship between the Company and the Employee
shall be settled by arbitration by three arbitrators, one of whom shall be
appointed by the Company, one by the Employee and the third by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third arbitrator shall be appointed by the American
Arbitration Association in the City of Atlanta, Georgia. Such arbitration shall
be conducted in the City of Atlanta, Georgia in accordance with the rules of the
American Arbitration Association, except as otherwise provided in this
paragraph. Judgment upon the award entered by the arbitrators shall be final and
may be entered in a court having jurisdiction thereof. The party or parties
against whom an arbitration award shall be entered shall pay the other party's
reasonable attorneys' fees and reasonable costs and expenses in connection with
the enforcement of its rights under this Agreement unless and to the extent the
arbitrators determine that under the circumstances recovery by the prevailing
party of all or any part of such fees and costs would be unjust.
11. NO CONFLICTING AGREEMENTS. The Employee hereby represents and
warrants that the execution of this Agreement and the performance of his
obligations hereunder will not breach or be in conflict with any other agreement
to which he is a party or by which he is bound, and that he is not subject to
any covenants against competition or similar covenants which affect the
performance of his obligations hereunder.
12. CONSULTING COOPERATION. The Employee shall cooperate fully with the
Company in the defense or prosecution of any claims or actions which may be
brought against or on behalf of the Company which relate to events or
occurrences that transpired while the Employee was
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employed by the Company. The Employee'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 Company at mutually convenient times. The Employee shall also cooperate
fully with the Company in connection with any examination or review by any
federal or state regulatory authority as any such examination or review relates
to events or occurrences that transpired while the Employee was employed by the
Company. The obligations under this Section shall continue, to the extent
required, following the expiration of this Agreement. To the extent the Employee
is required to provide services under this Section subsequent to the expiration
of this Agreement, the Company shall continue to reimburse the Employee for the
Employee's reasonable expenses in connection with the performance of his duties
under this Section and pay a consulting fee in the amount of $50 per hour.
13. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and personally delivered or sent by registered or
certified mail, return receipt requested, in the case of the Company, to the
principal office of the Company directed to the attention of the Company's Board
of Directors, and in the case of the Employee, to the Employee's last known
residence address.
14. CONSTRUCTION. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Georgia. The waiver by any party hereto
of a breach of any of the provisions of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by any party.
15. MODIFICATION; ASSIGNMENT. This Agreement may not be changed except
by written agreement duly executed by the parties hereto. The rights and
obligations of the Company under this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of
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the Company. This Agreement, being for the personal services of the Employee,
shall not be assignable or subject to anticipation by the Employee.
16. SEVERABILITY. Each provision of this Agreement shall be considered
severable. If for any reason any provisions herein are determined to be invalid
or unenforceable, this Agreement shall be construed in all respects as though
such invalid or unenforceable provisions were omitted, and such invalidity or
unenforceability shall not impair or otherwise affect the validity of the other
provisions of this Agreement. Moreover, the parties agree to replace such
invalid provision with a substitute provision that will correspond to the
original intent of the parties.
17. NUMBER OF AGREEMENTS. This Agreement may be executed in any number
of counterparts, each one of which shall be deemed an original.
18. PRONOUNS. The use of any word in any gender shall be deemed to
include any other gender and the use of any word in the singular shall be deemed
to include the plural where the context requires.
19. HEADINGS. The section headings used in this Agreement are for
convenience only and are not to be controlling with respect to the contents
thereof.
20. ENTIRE AGREEMENT. This Agreement contains the complete and
exclusive statement of the terms and conditions of the Employee's employment by
the Company, and there exists no other inducement or consideration between the
Company and the Employee relative to the employment contemplated by this
Agreement. All prior agreements relative to the subject matter of this Agreement
are terminated.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the date first set forth above.
ISOLYSER COMPANY, INC.
By: ______________________________ ______________________________
PETER SCHMITT
Its: ____________________________
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