EXHIBIT 10.9
EMPLOYMENT AGREEMENT
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AGREEMENT made effective the First day of August, 1993, by and between SAFE
ALTERNATIVES CORPORATION OF AMERICA, INC. (hereinafter called "Employer"), a
Delaware corporation with its principal offices in Ridgefield, Connecticut, and
STEPHEN J. THOMPSON (hereinafter called "Employee"), a resident of Ridgefield,
Connecticut.
WITNESSETH:
WHEREAS, Employer is a corporation engaged in several industries, and
wishes to employ Employee to render services to it; and
WHEREAS, Employee is willing to perform services for Employer, all in
accordance with the following terms, conditions and provisions.
NOW, THEREFORE, it is agreed that:
1. EMPLOYMENT: Effective from and after August 1, 1991, Employee shall
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faithfully serve Employer in the business of Employer (hereinafter called the
"Business"), until this association is terminated as provided in Paragraph 10
hereof.
2. DUTIES: Employee shall devote time and attention as required to the
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performance of services in the Business as CHIEF EXECUTIVE OFFICER, and the
additional time that may be required of Employee for the administration and
management of the Business. Some of these duties are attached hereto and made a
part hereof on Schedule "A". Schedule "A" shall not be deemed a limitation of
other duties. Employee shall perform such duties as shall be reasonably
assigned to Employee by Employer.
It is understood by Employer that Employee is engaged in another
business or businesses which are not related to Employer. It is agreed and
understood by Employer that Employee shall be allowed to continue in said
business or businesses and conduct said business or businesses in property owned
or leased by Employer. It is also understood and agreed that the business of
Employer shall be the primary business of Employee.
3. COMPENSATION: Employee shall receive and Employer shall pay to
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Employee during the first year of the term of this Agreement a salary at the
rate of $300,000.00 per year, payable weekly in arrears. In addition, Employee
shall be paid, on an annual basis in arrears, a bonus of ten (10%) percent of
the net annual income of Employer. In addition, Employee may receive such
productivity,overtime and workload compensation as the Board
of Directors may, from time to time, determine, said determination to be totally
within the discretion of said Board of Directors. In the event that the normal
salary above shall be changed at the end of any yearly term hereof, such changed
amount shall be set forth on Schedule "C" attached hereto, dated and signed by
both parties and made a part hereof.
4. EXPENSES: Employer recognizes that Employee will incur, from time to
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time, for Employer's benefit and in furtherance of Employer's Business, various
expenses; and Employer agrees either to pay directly, advance sums to Employee
to be used for expenses, or to reimburse Employee for expenses if approved by
Employer prior to incurring same as follows:
(a) Business association dues and memberships.
(b) State license fees.
(c) Business conventions and meeting expenses.
(d) Employee agrees to submit to Employer the documentation as may be
necessary to substantiate the deductibility of the foregoing
expenses for income tax purposes.
(e) Special expenses required for critical or emergency purposes
consistent with sustaining the services the business requires, as
determined by the Regional Director of Services ("Employee").
5. VACATION: Each year during this Agreement, Employee shall be entitled
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to a vacation so set forth in Schedule "C" attached hereto. Vacation and other
leave shall be taken on reasonable prior notice and at a time and manner not to
interfere with the proper operation of the Business. Unused vacation time may
not be carried over from year to year without Employer's written consent.
6. EQUIPMENT AND EXPENSES, INSURANCE AND AUTOMOBILES: Employer shall
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provide and pay for suitable office space and facilities, furniture, fixtures,
equipment, supplies and other employees and assistance necessary or appropriate
for the Business, and, in addition, shall pay for or reimburse to Employee the
expenses provided for in Paragraph 4 above. In addition, Employer shall provide
Employee with a suitable automobile, suitable health and major medical
insurance, and suitable life insurance.
7. SALARY CONTINUATION: If Employee becomes physically or mentally
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disabled, Employee shall nonetheless receive the salary due hereunder for Twelve
(12) years, from the date of said disability. In the event of the death of
Employee, Employer agrees to pay the Employee's salary, to the estate of
Employee for a period of Ten (10) years after said death.
8. EMPLOYEE CONDUCT: Employee, at all times during this Agreement,
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shall:
(a) Observe and conform to all the laws, customs and principle of
ethics of the business;
(b) Comply with all of Employer's reasonable directions and orders in
the Business;
(c) Not disclose, except to Employer, any trade secrets or
information with respect to Employer, the Business, of any
clients thereof.
9. POLICY DECISIONS: It is understood that Employer shall have the sole
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and exclusive right of management over the Business, said decisions to be taken
by vote of the Board of Directors pursuant to the By-Laws of the Corporation.
10. CONDITIONS OF TERMINATION: (1) the minimum term of this Agreement
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shall be fifteen (15) years, unless earlier terminated by employee. (2) After
fifteen (15) years and unless otherwise agreed to in writing by Employer and
Employee, this Agreement shall terminate on the occurrence of any of the
following events:
(a) Employer feels, at Employer's sole discretion, that Employee
should be terminated only for just cause: e.g., theft,
inattentiveness to duties, lack of reasonable productiveness,
etc.;
(b) Upon the election to retire by Employee;
(c) At the death of Employee;
(d) Upon the unanimous vote of Employer's Board of Directors.
11. RESTRICTIVE COVENANTS: In consideration of good and valuable
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consideration, receipt of which is hereby acknowledged by Employee, and the
mutual promises herein set forth, Employee expressly covenants and agrees as
follows:
(a) Employee shall not at any time divulge to persons who are not
employees of Employer, any confidential information obtained by
Employee in the course of employment by Employer relating to the
Business, work products, financial or marketing plans or
personnel of Employer.
(b) In the event Employee's employment hereunder is terminated, on
the termination of Employee's services for Employer, Employee
shall immediately return to Employer all property in Employee's
possession belonging to Employer. Employee acknowledges that all
books, financial materials, manuals, records, client's lists and
other papers relating to the Business, at any time in Employee's
possession, are the property of Employer.
(c) During the term of Employee's employment hereunder and, for a
term of one and one-half (1-1/2) years
thereafter, Employee shall not directly or indirectly, either on
behalf of Employee or on the behalf of any business venture, non-
profit organization, or any other entity, as an employee, agent,
consultant, partner, principal, stockholder, officer or
otherwise, without the prior written permission of Employer:
(i) own or manage or work for a company, individual, or
corporation which competes with Employer; or
(ii) recruit any employee or contractor of Employer or induce or
attempt to induce any Employee or contractor of Employer to leave the
employ of or terminate a relationship with Employer.
(d) The period of time during which Employee is prohibited from
engaging in certain activities pursuant to the terms of this
Paragraph 11 shall be extended by the length of time during which
Employee is in breach of the terms of this Paragraph 11.
(e) If Employee shall engage in the practices set forth in Paragraph
11(c) above within the time limited therein, or in violation of
the provisions of this Paragraph 11, termination of Employee's
employment shall be considered a termination for cause which will
result in great damage and loss to Employer. As liquidated
damages for loss suffered by Employer and not as punitive
damages, if Employee shall have violated the provisions hereof,
Employee shall pay to Employer the amount of the average of
Employee's last three (3) years salary, in addition to any other
remedies available to Employer hereunder by law, made and
provided.
(f) The provisions of this Paragraph 11 shall be regarded as
divisible and shall be operative both as to time and area covered
only to the extent that they are legally enforceable, and if any
of the provisions of this Paragraph 11 or any part hereof are
determined invalid or unenforceable, the ability and
enforceability of the remainder of this Paragraph 11 and of the
other terms and conditions of this Agreement shall not in any way
be affected thereby.
(g) Employee acknowledges that (i) the covenants contained in this
Paragraph 11 are a material factor in inducing Employer to enter
into this Employment Agreement; (ii) that Employee's
services under this Agreement are unique and extraordinary; and
(iii) that Employee has and will have access to secret and
confidential information of the Employer. Without intending to
limit the remedies available to Employer if Employee violates the
terms of this Paragraph 11, Employer shall be entitled to
injunctive relief to restrain the breach or threatened breach or
otherwise to specifically enforce any of the covenants of this
Paragraph, in addition to such other remedies and relief which,
in the event of such breach, may be available to it.
12. SETTLEMENT AND ARBITRATION OF DISPUTES: Any dispute or controversy
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arising under this Agreement shall be determined and settled by arbitration
under the rules of the American Arbitration Association. The arbitration award
shall be final and binding and judgment on the award may be entered by any court
having competent jurisdiction.
13. AMENDMENT: No modification, amendment, addition to, or termination of
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this Agreement, nor waiver of any of its provisions, shall be valid or
enforceable unless in writing and signed by all the parties.
14. BINDING AGREEMENT: This Agreement shall be binding upon and inure to
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the benefit of the parties hereto, their distributees, legal representatives,
successors, and assigns.
15. NOTICES: All notices under this Agreement shall be in writing and
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shall be served by personal service, or registered mail, return receipt
requested, and shall be addressed to each party at his residence or its business
address. Either party may notify the other party of a different address to
which notices shall be sent.
16. GOVERNING LAW: This Agreement shall be governed by the laws of the
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State of Connecticut.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
the date and year first above written.
Signed, Sealed and Delivered
in the presence of: SAFE ALTERNATIVES CORPORATION
OF AMERICA, INC. (Employer)
- -------------------- By:______________________________
(signature of RICHARD J. FRICKE, (Secretary)
Tracey Jackson) (signed)
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(Signature of Sharlet
S. Wirzulis)
STEPHEN J. THOMPSON (Employee)
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Tracey Jackson Stephen J. Thompson (signed)
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Sharlet S. Wirzulis
STATE OF CONNECTICUT )
) SS.: RIDGEFIELD
COUNTY OF FAIRFIELD )
Personally appeared, Richard J. Fricke, Secretary of SAFE ALTERNATIVES
CORPORATION OF AMERICA, INC., Signer and Sealer of the foregoing Instrument, and
acknowledged the same to be his free act and deed, and the free act and deed of
said Corporation, before me.
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Sharlet S. Wirzulis, Notary Public
My Commission expires 2/28/97
(notary stamp)
STATE OF CONNECTICUT )
) SS.: RIDGEFIELD
COUNTY OF FAIRFIELD )
Personally appeared, Stephen J. Thompson, individually, Signer and Sealer
of the foregoing Instrument, and acknowledged the same to be his free act and
deed before me.
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Sharlet S. Wirzulis, Notary Public
My Commission expires 2/28/97
(notary stamp)
SCHEDULE A
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All duties shall be consistent with the Chief Executive Officer.
RESOLUTION
BE IT RESOLVED that the Board of Directors of Safe Alternatives Corporation
of America, Inc., hereby amend the employment contract of Stephen J. Thompson as
follows:
Said Employee, Stephen J. Thompson, shall, in addition to a Salary, receive
expense and automobile allowance of $1,000.00 per month. Additionally, Employee
shall receive a marketing incentive, payable quarterly, equal to one (1.0%)
percent of SAC's consolidated quarterly net revenues, (computed non-
cumulatively) in excess of $2.5 million, plus; a performance-based incentive,
payable quarterly, and equal in amount to (5%) percent of SAC's consolidated
corporate pre-tax earnings (computed non-cumulatively). This incentive shall be
paid in your discretion in a combination of cash and SAC's common shares at
their market value as of their issuance date, plus; a seniority bonus consisting
of a number of shares of SAC's common stock equal to one and one-half of (1.5%)
percent of the adjusted number ("Adjusted Number") of SAC's total shares
outstanding as of the end of each year during the term of your employment
contract, and issued within fifteen (15) days following the end of each contract
year. The Adjusted Number shall be equal to the total number of shares
outstanding, reduced by the amount of all shares issued to third parties in
consideration of employment agreements, consulting contracts, leases and asset
acquisitions (where these transactions are brought about without the benefit of
your direct active efforts and stewardship).
Dated at Danbury, Connecticut this 1st day of April, 1994.
s/Stephen J. Thompson
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STEPHEN J. THOMPSON
s/Richard J. Fricke
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RICHARD J. FRICKE
s/Robert F. Thompson
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ROBERT F. THOMPSON