EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into on the 1st day of
January, 1998 but effective as of the 1st day of January, 1998 (the "Effective
Date"), by and between ISOLYSER COMPANY, INC., a Georgia corporation
(hereinafter the "Company"), and TERENCE N. FURNESS (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
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whether such proposal would be in the best interests of the Company and its
shareholders and 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 as the President and Chief
Executive Officer of the Company, 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 from and after the date hereof and, subject
to Section 8 of this Agreement, shall continue through the date immediately
preceding the third anniversary of the Effective Date. Upon any scheduled
expiration date of the Agreement, this Agreement shall automatically renew for
successive periods of one year unless either party shall give written notice to
the other party of non-renewal at least thirty (30) days prior to the scheduled
expiration date of this Agreement. Any such notice of non-renewal given by the
Company shall be treated as a termination without Cause as set forth in Section
8(c) of this Agreement, and any such notice of non-renewal given by the Employee
shall be treated as a termination without Good Reason as set forth in Section
8(d) of this Agreement. 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
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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 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, but only from and after the Effective Date of 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 $250,000 (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. The Company shall establish on an
annual basis a bonus compensation plan for the benefit of the Employee in
accordance with which the
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Employee shall be eligible for a bonus potential of up to at least the Floor
Amount on such terms and conditions as the Board of Directors (or a committee
thereof) may set in its sole 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.
(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.
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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 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 (i) death of the Employee or (ii) the inability of the
Employee to perform his duties and responsibilities hereunder in the manner and
to the extent required by this Agreement for a period of 180 consecutive days
due to physical or mental illness or other condition of such character as would
entitle the Employee to benefits under the Company's long-term disability plan.
While the Employee is so affected and prior to termination of this Agreement,
the Company may designate an acting President or Chief Executive Officer or
both.
(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 made in good faith by the Board of Directors
that any of the following has occurred: (i) the Employee's failure or refusal to
comply with the material published policies,
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standards and regulations of the Company from time to time reasonably
established and fairly administered by the Company which has a material adverse
effect or reflection upon the Company, (ii) a material breach by the Employee of
the terms of Section 9 of this Agreement, (iii) a breach by the Employee of any
of the other material terms of this Agreement, or (iv) the conviction of the
Employee for any felony (other than related to the operation of a motor
vehicle), the conviction of the Employee for a misdemeanor involving the misuse
of funds, or the final adjudication (with all periods of appeal having expired)
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 (i) 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 5%) or as otherwise payable under Section 5(a), and
(ii) the benefits set forth in Section 8(e)(ii)(C) of this Agreement subject to
and in accordance with the terms and provisions of such section. 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.
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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. In the event the Employee terminates his employment hereunder for
Good Reason, the Employee shall be entitled to the benefits specified in
Subsection (c) of this Section 9 as if Employee's employment was terminated by
the Company without Cause. As used in this Agreement, the term "Good Reason"
shall mean either the reduction of the Employee's salary below the Floor Amount
per year without the written consent of the Employee or the failure by the
Company to comply with its obligations under this Agreement in any material
respects which failure to comply continues for a period of not less than thirty
(30) days following written notice thereof by the Employee to the Company.
(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
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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 Incumbent Board determines that 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.
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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 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 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
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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 (not including the premiums) 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 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
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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, 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 affiliates 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,
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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 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 trade secrets indefinitely (i.e., without regard to the two year
period described in
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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 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, which products and markets are more particularly described
in the Company's Annual Report on Form 10-K for the year ended December 31, 1996
(collectively, the "Business").
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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) Acknowledgment Regarding Protective Covenants. The Employee
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 protection of the Company
Group's business. Further, the Employee acknowledges that the Company would not
employ the Employee without the specifically negotiated protective covenants
herein stated.
(g) 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
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herein, it is recognized and agreed that the Company shall be entitled to seek
injunctive relief 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. Either party may commence the arbitration
process by filing a written demand for arbitration with the Atlanta, Georgia
office of the Judicial Arbitration & Mediation Service/EnDispute ("JAMS"), with
a copy to the other party. An arbitrator from the panel maintained by JAMS shall
be jointly selected by the Company and the Employee. If the Company and the
Employee cannot agree on the appointment of the arbitrator within fifteen (15)
days after commencement of the arbitration process, then the arbitrator shall be
appointed by JAMS. Such arbitration shall be conducted in the City of Atlanta,
Georgia in accordance with the rules of JAMS, 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 arbitrator determines 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.
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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 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 $200 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.
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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 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: ___________________________ ______________________________
Terence N. Furness
Its: ___________________________
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