Exhibit 10.6
Amendment to Employment Agreement
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Whereas Calgon Carbon Corporation (CCC) entered into an Employment
Agreement (Agreement) with James A. Cederna (Cederna) on March 29, 1999
and
Whereas the parties desire to amend the Agreement in the following
respects and intending to be legally bound and for consideration hereafter
acknowledge the parties agree as follows:
1. Paragraph 1. Duties and Responsibilities shall be amended as
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follows: The following words shall be deleted: "there shall be no
Chairman of the Board of Directors." The other portions of
Paragraph 1 shall remain unchanged.
2. Paragraph 2. Initial Term shall be replaced as follows: Employment
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hereunder shall commence as of January 1, 2002 and shall continue
for a two (2) year initial term, thereafter, such employment shall
continue unless terminated as provided for in Paragraph 4, for
successive renewal periods of one year each, commencing January 1
in each renewal period unless terminated pursuant to paragraph
4(a) iii.
3. These amendments shall become effective January 1, 2002.
4. All other terms and conditions of the Agreement shall remain the
same
12/28/01
James A. Cederna Date
12/21/01
Robert L. Yohe Date
EMPLOYMENT AGREEMENT
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THIS AGREEMENT, made as of March 29, 1999 between CALGON
CARBON CORPORATION (the "Company"), a Delaware corporation, and JAMES A.
CEDERNA ("Cederna"), presently residing in Panama City, Florida,
WITNESSETH:
WHEREAS, Cederna is experienced and expert in the management
of large manufacturing businesses in the United States and abroad;
WHEREAS, the Company wishes to have the benefit of such
experience and expertise by employing Cederna, and Cederna is willing to be
employed by the Company, on the terms and conditions contained herein; and
WHEREAS, the Company wishes to assure itself of the
continued availability of Cederna's services and of reasonable protection
against Cederna's competing against the Company, and Cederna is willing to give
such assurance in return for protection against arbitrary or unjustified
discharge, demotion and similar events;
NOW, THEREFORE, intending to be legally bound hereby, the
Company hereby agrees to employ Cederna, and Cederna hereby agrees to be
employed by the Company, upon the following terms and conditions:
1. Duties and Responsibilities. Cederna shall be the
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chief executive officer of the Company. All other officers and employees of the
Company shall report to him and be subject, directly or indirectly, to his
supervision and control. Effective upon the commencement of his employment
hereunder, (i) Cederna shall be elected President of the Company and (ii)
Cederna shall be elected a member of the Company's Board of Directors with a
term expiring at the annual meeting of the shareholders in 2000. At the annual
meeting of the shareholders in 2000 and at each annual meeting of shareholders
thereafter at which Cederna's term of office as a director expires, the Company
and its Board of Directors shall cause Cederna to be nominated for reelection
to the Company's Board of Directors, unless he is not employed by the Company
at the time of any such election. During his employment
hereunder, there sail be no Chairman of the Board of Directors and Cederna
shall preside at all meetings of the Board at which he is present. Cederna
shall use his best energies and abilities in, and shall devote all his time
during business hours to, the rendering of such services and the performance of
such duties as may be appropriate for the chief executive officer of the
Company.
2. Initial term. Employment hereunder shall commence
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as of April 1, 1999, or as soon thereafter as possible in light of Cederna's
responsibilities to his current employer. Such employment shall continue for an
initial term until April 1, 2002. Thereafter such employment shall continue,
unless terminated as provided in paragraph 4, for successive renewal periods of
one year each, commencing on January 1 in each renewal period. Any failure to
renew such employment for any such period shall be deemed a termination
pursuant to paragraph 4(a)(iii).
3. Compensation.
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(a) Subject to paragraph 3(b), the Company shall pay
Cederna a salary at the rate of at least $41,666.67 per month until the
termination of Cederna's employment hereunder. Such salary rate shall be
reviewed at least annually by the Board of Directors of the Company and may be
increased or decreased (but not below the rate specified above) to reflect the
performance by Cederna of his duties hereunder, the results of the operations
of the Company's business or other factors. Cederna shall be entitled to
receive stock options, restricted stock and other compensation, and shall be
entitled to receive certain employee benefits, as summarized on Exhibit A
hereto. Cederna shall be reimbursed by the Company for reasonable
out-of-pocket expenses incurred by him in performing his duties hereunder.
(b) If Cederna dies during his employment hereunder,
payment of compensation shall thereupon be discontinued. If for any reason
Cederna is physically or mentally disabled (as defined in paragraph 4(a)(v)
below) and the employment of Cederna is not terminated pursuant to paragraph 4,
then payment of compensation hereunder shall be continued, provided that the
proceeds of any disability insurance maintained by the Company and payable to
Cederna during the period of his disability shall be credited against the
Company's obligation to pay cash compensation to Cederna under this Agreement.
4. Termination.
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(a) Termination by the Company.
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(i) For Due Cause. The employment of Cederna hereunder
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may be terminated by the Company's Board of Directors at any time, without
notice, for Due Cause (as hereinafter defined. For purposes hereof, "Due Cause"
shall mean (1) Cederna's gross negligence or willful misconduct in the
discharge of his duties and responsibilities as determined in good faith by the
Board of Directors of the Company; (ii) Cederna's material failure to obey
appropriate written instructions from the Board of Directors of the Company,
which failure has the effect of materially injuring the business or business
relationships of the Company; (iii) Cederna's conviction of a felony or of any
other crime which relates to dishonesty; (iv) Cederna's breach of his duty of
loyalty to the Company which breach has the effect of materially injuring the
Company; (v) a final determination by a court or governmental agency that
Cederna failed to comply with an applicable law, ordinance, rule or regulation
materially affecting the Company for which Cederna, in his capacity as the
chief executive officer, was directly responsible; or (vi) the material breach
of any term or provision of this Agreement by Cederna.
(ii) Expiration of initial term. The employment of Cederna
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hereunder may be terminated by the Company's Board of Directors as of the end
of the initial term specified in paragraph 2, for any reason or no reason, upon
at least 90 days' notice to Cederna prior to the effective date of such
termination. In the event of a termination by the Company pursuant to this
paragraph 4(a)(ii), the termination shall be deemed to be without Due Cause and
shall be governed by paragraph 5(a)(i) or, if there has been a Change of
Control prior to such termination, shall be governed by paragraph 5(a)(ii).
(iii) Board dissatisfaction. The employment of Cederna
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hereunder may be terminated by the Company's Board of Directors at any time
after the end of the initial term specified in paragraph 2 and prior to any
Change of Control (as defined in paragraph 4(c)), upon at least 90 days' notice
to Cederna prior to the effective date of such termination,
for Cederna's failure or inability to perform his duties hereunder in a manner
satisfactory to the Board. In the event of a termination by the Company
pursuant to this paragraph 4(a)(iii), the termination shall be deemed to be
without Due Cause and shall be governed by paragraph 5(a)(i).
(iv) Change of Control. If a Change of Control occurs, the
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employment of Cederna hereunder may be terminated by the Company's Board of
Directors at any time after such Change of Control, for any reason or no
reason, upon at least 90 days' notice to Cederna prior to the effective date of
such termination.
(v) Death or disability. The employment of Cederna
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hereunder shall terminate automatically upon Cederna's death. If for any reason
Cederna becomes physically or mentally disabled so as to be unable to perform
all his duties hereunder, in the judgment of the Board of Directors made in
good faith, then the employment of Cederna hereunder may be terminated by the
Board, without notice; provided that such termination shall not be effective
until the first day on which Cederna is entitled to accrue payments under the
Company's long-term disability plan.
(b) Termination by Cederna.
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(i) Breach by Companv. The employment of Cederna hereunder
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may be terminated by Cederna, upon at least 30 days' notice to the Company
prior to the effective date of such termination, for any material breach of
this Agreement by the Company; provided, however, that if the Company causes,
permits or institutes either (1) a material diminution of Cederna's
responsibilities with the Company or (ii) a requirement by the Company that
Cederna report to any other person or group other than the Company's Board of
Directors, then a material breach of this Agreement by the Company shall be
deemed to exist and such resignation shall be deemed, for purposes of this
Agreement, to be a termination by the Company without Due Cause and shall be
governed by paragraph 5(a)(i).
(ii) Expiration of initial term. The employment of Cederna
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hereunder may be terminated by Cederna as of the end of the initial term
specified in Paragraph 2, for any
reason or no reason, upon at least 90 days' notice to the Company prior to the
effective date of such termination.
(iii) Resignation after initial term. The employment of
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Cederna hereunder may be terminated by Cederna at any time after the end of the
initial term specified in Paragraph 2, upon at least 90 days' notice to the
Company prior to the effective date of such termination, for any reason or no
reason.
(iv) Resignation after Change of Control. The employment
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of Cederna hereunder may be terminated by Cederna at any time after a Change of
Control, upon at least 90 days' notice to the Company prior to the effective
date of such termination, for any reason or no reason; provided, however, that
if such resignation follows either (1) a material diminution of Cederna's
responsibilities with the Company or (ii) a requirement by the Company that
Cederna report to any other person or group other than the Company's Board of
Directors, then a material breach of this Agreement by the Company shall be
deemed to exist and such resignation shall be deemed, for purposes of this
Agreement, to be a termination by the Company without Due Cause and shall be
governed by paragraph 5(a)(ii).
(v) Resignation after disability. If for any reason
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Cederna becomes physically or mentally disabled so as to be unable to perform
all his duties hereunder, in Cederna's judgment made in good faith, then the
employment of Cederna hereunder may be terminated by Cederna, without notice,
but without prejudice to Cederna's rights under any disability insurance
maintained by the Company and applicable to him.
(c) Definition of Change of Control. For all purposes of this
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Agreement, a Change of Control shall be deemed to have occurred when (i) the
company is merged or consolidated with another corporation which is not then
controlled by the Company, or (ii) a majority of the Company's assets are sold
or otherwise transferred to another such corporation or to a partnership, firm
or one or more individuals not so controlled, or (iii) a majority of the
members of the Company's Board of Directors consists of persons who were not
nominated for election as directors by or on behalf of the Board of Directors
itself or with the express
concurrence of the Board of Directors, or (iv) a single person, or a group of
persons acting in concert, obtains the power to cause the nominees of such
person or group to be elected as a majority of the directors of the Company.
(d) Resignation as director. Upon the termination of Cederna's
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employment by the Company at any time and for any reason or no reason, Cederna
shall be deemed to have resigned from the Company's Board of Directors. Upon
the request of the Company, Cederna shall deliver to the Company a written
confirmation of such resignation.
5. Severance pay; benefits.
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(a) Termination by the Company.
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(i) Board dissatisfaction. If Cederna's employment
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hereunder is terminated by the Board of Directors pursuant to
paragraph 4(a)(iii) or without Due Cause, then the Company shall pay
Severance Compensation to Cederna throughout the Severance Period.
The term "Severance Compensation" is defined in paragraph 5(c). For
the purposes of this paragraph 5(a)(i), the term "Severance Period"
shall mean the period of 24 calendar months after the month in which
such termination becomes effective. In the event of such a
termination, Cederna shall not be entitled to receive or retain any
stock options or restricted stock not vested on the date notice of
such termination is given to Cederna.
(ii) Change of Control. If Cederna's employment hereunder
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is terminated by the Board of Directors pursuant to paragraph
4(a)(iv), then the Company shall pay Severance Compensation to
Cederna throughout the Severance Period. For the purposes of this
paragraph 5(a)(ii), the term "Severance Period" shall mean the
period of 36 calendar months after the month in which such
termination becomes effective. In the event of such a termination,
all stock options and restricted stock not vested on the date notice
of such termination is given to Cederna shall immediately vest as of
the date of such notice. For the purposes of this paragraph
5(a)(ii), any termination of Cederna's employment by the Board of
Directors (other than a termination for Due Cause) shall be deemed
to be pursuant to paragraph 4(a)(iv) if notice of such termination
is given within 120 days prior to
the date when a Change of Control is deemed to have occurred
pursuant to paragraph 4(c).
(iii) Other terminations. If Cederna's employment hereunder
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is terminated by the Board of Directors for any reason or in any
manner except pursuant to paragraphs 4(a)(iii) or 4(a)(iv), then
Cederna shall not be entitled to any severance pay and Cederna shall
not be entitled to receive or retain any stock options or restricted
stock not vested on the date notice of such termination is given to
Cederna.
(b) Termination by Cederna.
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(i) Breach by Company. If Cederna's employment hereunder
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is terminated by Cederna pursuant to paragraph 4(b)(i), then the
Company shall pay Severance Compensation to Cederna throughout the
Severance Period. For the purposes of this paragraph 5(a)(i), the
term "Severance Period" shall mean the period of three calendar
months after the month in which such termination becomes effective,
or the period ending on the date when the initial term specified in
paragraph 2 expires, whichever is longer. In the event of such a
termination, all stock options and restricted stock not vested on
the date notice of such termination is given to Cederna shall
immediately vest as of the effective date of such termination.
(ii) Change of Control. If Cederna's employment hereunder
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is terminated by Cederna pursuant to paragraph 4(b)(iii), then the
Company shall pay Severance Compensation to Cederna throughout the
Severance Period. For the purposes of this paragraph 5(h)(ii), the
term "Severance Period" shall mean the period of six calendar months
after the month in which such termination becomes effective. In the
event of such a termination, all stock options and restricted stock
not vested on the date notice of such termination is given to
Cederna shall immediately vest as of the effective date of such
termination.
(iii) Other terminations. If Cederna's employment hereunder
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is terminated by Cederna for any reason or in any manner except
pursuant to paragraphs 4(b)(i) or 4(b)(iv), then Cederna shall not
be entitled to any severance pay and
Cederna shall not be entitled to receive or retain any stock options
or restricted stock not vested on the date notice of such
termination is given to Cederna.
(c) Severance Compensation; Severance Period. "Severance
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Compensation," for purposes of this Agreement, shall mean, for each month of
the appropriate Severance Period, one twelfth of the amount of salary and cash
bonus received by Cederna from the Company for the calendar year immediately
prior to the year in which notice of such termination is given. For the purpose
of calculating Severance Compensation, Cederna shall be deemed to have received
at least $750,000 of salary and cash bonus for 1999. In any event the Severance
Period shall end on the date, if ever, when Cederna is employed by another
employer for total cash compensation equal to at least 90% of Severance
Compensation.
(d) Accrued salary: certain employee benefits. In the event
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of any such termination by the Company or Cederna, the Company shall pay to
Cederna all salary accrued to the effective date of such termination and not
theretofore paid to Cederna. In the event of any such termination by the
Company or Cederna pursuant to paragraphs 5(a)(i), 5(a)(ii), 5(b)(i) or
5(b)(ii), the Company shall provide for Cederna during the Severance Period the
same or equivalent medical, dental, disability and insurance benefits as were
provided for Cederna at the time of such termination. Other rights and benefits
of Cederna under the benefit plans and programs of the Company, or which are
paid for by the Company, shall be determined in accordance with such plans and
programs.
6. Confidential information, etc.
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(a) Cederna recognizes and acknowledges that: (i) in the course
of Cederna's employment by the Company it will be necessary for Cederna to
acquire information which could include, in whole or in part, information
concerning the sales of the Company (for purposes of this paragraph 6 and of
paragraph 7, the term "Company" is defined in paragraph 8(d)), the Company's
sales volume, sales methods, sales proposals, customers and prospective
customers, identity of customers and prospective customers, identity of key
purchasing personnel in the employ of customers and prospective customers,
amount or kind of customers' purchases from the Company, the Company's sources
of supply, computer
programs, system of documentation, special hardware, product hardware, related
software development, manuals, formulae, processes, methods, machines,
compositions, ideas, improvements, inventions or other confidential or
proprietary information belonging to the Company or relating to the Company's
affairs (collectively referred to herein as the "Confidential Information");
(ii) the Confidential Information is the property of the Company; (iii) the
use, misappropriation or disclosure of the Confidential Information would
constitute a breach of trust and could cause irreparable injury to the Company;
and (iv) it is essential to the protection of the Company's good will and to
the maintenance of the Company's competitive position that the Confidential
Information be kept secret and that Cederna not disclose the Confidential
Information to others or use the Confidential Information to Cederna's own
advantage or the advantage of others. Notwithstanding anything set forth above,
the term "Confidential Information" does not include information which (i) is
at the time of disclosure to Cederna or later becomes generally known to the
public other than as a result of disclosure directly or indirectly by Cederna,
(ii) was available to Cederna on a non-confidential basis prior to the
disclosure of such Confidential Information to Cederna pursuant to this
Agreement, provided that the source of such information is not and was not
bound by a confidentiality agreement with, or other obligation of secrecy to,
the Company or the Company's representatives, or (iii) becomes available to
Cederna on a non-confidential basis from a source other than the Company or the
Company's representatives, provided that such source is not and was not bound
by a confidentiality agreement with, or other obligation of secrecy to, the
Company or its representatives.
(b) Cederna further recognizes and acknowledges that it is
essential for the proper protection of the business of the Company that Cederna
be restrained (i) from soliciting or inducing any employee of the Company to
leave the employ of the Company, (ii) from hiring or attempting to hire any
employee of the Company, (iii) from soliciting the trade of or trading with the
customers and suppliers of the Company for any business purpose, and (iv) from
competing against the Company for a reasonable period.
7. Non-compete.
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(a) Cederna agrees to hold and safeguard the Confidential
Information in trust for the Company, its successors and assigns and agrees
that he shall not, without the prior written consent of the Company, disclose
or make available to anyone for use outside the Company at any time, either
during his employment by the Company or subsequent to the termination of his
employment by the Company for any reason, any of the Confidential Information,
whether or not developed by Cederna, except as required in the performance of
Cederna's duties to the Company.
(b) Upon the termination of Cederna's employment by the
Company or by Cederna for any reason, Cederna shall promptly deliver to the
Company all originals and copies of correspondence, drawings, blueprints,
financial and business records, marketing and publicity materials, manuals,
letters, notes, notebooks, reports, flow-charts, drawings, programs, proposals
and any documents in Cederna's possession, if any, concerning the Company's
customers or concerning products or processes used by the Company and, without
limiting the foregoing, shall promptly deliver to the Company any and all other
documents or materials containing or constituting Confidential Information.
(c) Cederna agrees that during his employment by the Company
he shall not, directly or indirectly, solicit the trade of, or trade with, any
customer, prospective customer or supplier of the Company for any business
purpose other than for the benefit of the Company. Cederna further agrees that
during the Severance Period or for a period of two years after termination of
employment hereunder, whichever is longer, Cederna shall not, directly or
indirectly, solicit the trade of, or trade with, any customers or suppliers, or
prospective customers or suppliers, of the Company in a Competing Business, or
solicit or induce, or attempt to solicit or induce, any employee of the Company
to leave the Company for any reason whatsoever or hire any employee of the
Company.
(d) Cederna covenants and agrees that during the period of
Cederna's employment hereunder and during the Severance Period or for a period
of two years after termination of employment hereunder, whichever is longer,
Cederna shall not, in any Competitive Territory, engage, directly or
indirectly, whether as principal or as agent, officer, director, employee,
consultant, shareholder or otherwise, alone or in association with any other
person, corporation or other entity, in any Competing Business.
For purposes of this Agreement, (i) the term "Competing Business" shall mean
any person, corporation or other entity which sells or attempts to sell any
products or services which are the same as or similar to the products and
services sold by the company at any time and from time to time during the last
two years prior to the termination of Cederna's employment hereunder, and (ii)
the term "Competitive Territory" shall mean the United States of America, Great
Britain, Belgium, Germany, Japan and any other nation in which, to the
knowledge of Cederna, the Company has made or considered making such sales,
either itself or through a subsidiary, affiliate, distributor or joint venture
partner, during the last two years prior to the termination of Cederna's
employment hereunder
8. Injunctive and other relief.
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(a) Cederna represents that his experience and
capabilities are such that the provisions of paragraphs 6 and 7 will not
prevent him from earning his livelihood, and acknowledges that it would cause
the Company serious and irreparable injury and cost if Cederna were to use his
ability and knowledge in competition with the Company or to otherwise breach
the obligations contained in said paragraphs.
(b) In the event of a breach by Cederna of the terms of
this Agreement, the Company shall be entitled, if it shall so elect, to
institute legal proceedings to obtain damages for any such breach, or to
enforce the specific performance of this Agreement by Cederna and to enjoin
Cederna from any further violation of this Agreement and to exercise such
remedies cumulatively or in conjunction with all other rights and remedies
provided by law. Cederna acknowledges, however, that the remedies at law for
any breach by him of the provisions of this Agreement may be inadequate and
that the Company shall be entitled to injunctive relief against him in the
event of any breach whether or not the Company may also be entitled to recover
damages hereunder.
(c) It is the intention of the parties that the
provisions of paragraphs 6 and 7 hereof shall be enforceable to the fullest
extent permissible under applicable law, but that the unenforceability (or
modification to conform to such law) of any provision or provisions hereof
shall not render unenforceable, or impair, the remainder thereof. If any
provision or provisions
hereof shall be deemed invalid or unenforceable, either in whole or in part,
this Agreement shall be deemed amended to delete or modify, as necessary, the
offending provision or provisions and to alter the bounds thereof in order to
render it valid and enforceable.
(d) For the purposes of paragraphs 6 and 7 and this
paragraph 8, the term "Company" shall include Calgon Carbon Corporation and any
of its domestic or foreign subsidiaries.
9. Arbitration. Any dispute arising out of or relating
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to this Agreement or the breach, termination or validity hereof shall be
finally settled by arbitration conducted expeditiously in accordance with the
Center for Public Resources Rules for Non-Administered Arbitration of Business
Disputes by three independent and impartial arbitrators. Each party shall
appoint one of such arbitrators, and the two arbitrators so appointed shall
appoint the third arbitrator. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. [sec][sec]1-16, and judgment on the award
rendered by the arbitrators may be entered by any court having jurisdiction
thereof. The place of arbitration shall be Pittsburgh, Pennsylvania. The
arbitrators are not empowered to award damages in excess of compensatory
damages and each party hereby irrevocably waives any damages in excess of
compensatory damages.
10. Governing law. This Agreement shall be governed by
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and construed in accordance with the laws of the Commonwealth of Pennsylvania
without giving effect to any choice or conflict of law provision or rule
(whether of the Commonwealth of Pennsylvania or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
Commonwealth of Pennsylvania.
11. Amendments, waivers, etc. No amendment of any
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provision of this Agreement, and no postponement or waiver of any such
provision or of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be valid unless such
amendment, postponement or waiver is in writing and signed by or on behalf of
the Company and Cederna. No such amendment, postponement or waiver shall be
deemed to extend to any prior or subsequent matter, whether or not similar to
the subject-matter of such amendment, postponement or waiver. No failure or
delay on the part of the Company or Cederna in exer-
casing any right, power or privilege under this Agreement shall operate as a
waiver thereof nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.
12. Assignment. The rights and duties of the Company
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under this Agreement may be transferred to, and shall be binding upon, any
person or company which acquires the Company or its business by merger,
purchase or otherwise. Except as otherwise provided in this paragraph 12,
neither the Company nor Cederna may transfer any of their respective rights and
duties hereunder except with the written consent of the other party hereto.
13. Interpretation, etc. The Company and Cederna have
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participated jointly in the negotiation and drafting of this Agreement. If an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the Company and Cederna and no
presumption or burden of proof shall arise favoring or disfavoring the Company
or Cederna because of the authorship of any of the provisions of this
Agreement. The word "including" shall mean including without limitation. The
rights and remedies expressly specified in this Agreement are cumulative and
are not exclusive of any rights or remedies which either party would otherwise
have. The paragraph headings hereof are for convenience only and shall not
affect the meaning or interpretation of this Agreement.
14. Integration; counterparts. This Agreement constitutes
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the entire agreement among the parties and supersedes any prior understandings,
agreements or representations by or among the parties, written or oral, to the
extent they relate to the subject matter hereof. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
WITNESS the due execution hereof as of the date first above
written.
Attest: CALGON CARBON CORPORATION
BY
Robert L. Yohe
[Corporate Seal]
Witness:
( L . S . )
JAMES A. CEDERNA
Exhibit A
1. Stock. As soon as practicable after his employment
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hereunder commences, but in no event more than thirty (30) days following
execution of this Agreement by the parties, the Company shall issue to Cederna
75,000 shares of its common stock, in consideration of his entering into this
Agreement. Such shares will not be registered under the Securities Act of 1933,
and the certificates for such shares shall bear a legend indicating that they
may not be sold or otherwise transferred by Cederna except in compliance with
that Act and any applicable state securities laws. The Company shall pay to
Cederna as additional compensation cash in an amount equal to the amount of any
federal and state income taxes required to be paid by Cederna as a result of
his receipt of the stock described in this paragraph, payable immediately upon
determination by Cederna's tax advisors of the amount of such tax liability or
estimated liability.
2. Initial stock options. On April 21, 1999 the Company
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shall grant to Cederna options to purchase 400,000 shares of its common stock.
Such options shall be granted under the Company's Stock Option Plan, if and to
the extent that such options are then available for grant under the Plan. If
and to the extent that such options are not then available for grant under the
Plan, such options shall be granted outside the Plan.
The option price shall be the average of the high and low
sales prices for the common stock on the New York Stock Exchange on the date of
grant, as presently provided in the Stock Option Plan. 25% of such options
shall vest on the date of grant and be exercisable immediately. An additional
25% of such options shall vest and become exercisable on March 31 of each of
the years 2000, 2001 and 2002, respectively, if Cederna is employed by the
Company on those dates. All such options shall expire on April 20, 2009. The
Company and Cederna shall enter into the Company's standard agreement with
respect to such stock options.
3. Annual stock options. On the first business day in
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April in each year after 1999, the Company shall grant to Cederna options to
purchase 100,000 shares of its common stock, unless Cederna is not employed by
the Company on such business day or unless notice of the termination of his
employment by the Company has been given prior to such business day. Such
options shall be granted under the Company's Stock Option Plan, as then in
effect,
if and to the extent that such options are then available for grant
under the Plan. If and to the extent that such options are not then available
for grant under the Plan, such options shall be granted outside the Plan.
The option price shall be the average of the high and low
sales prices for the common stock on the New York Stock Exchange on the date of
grant, as presently provided in the Stock Option Plan. Such options shall vest
and become exercisable in installments upon a schedule then typically used by
the Company for options granted to its senior executive officers, unless
Cederna is not employed by the Company on the vesting date or unless notice of
the termination of his employment by the Company has been given prior to the
vesting date. All such options shall expire on the tenth anniversary of their
date of grant. The Company and Cederna shall enter into the Company's standard
agreement with respect to such stock options.
4. Annual bonus. Cederna shall be eligible to participate
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in the Officers Incentive Plan of the Company, which provides for annual cash
bonuses to officers under certain circumstances. Such plan shall be amended,
however, to provide in the case of the chief executive officer that no such
bonus shall exceed 125%, rather than 100%, of his annual salary, and that he
shall be entitled to a bonus of at least $250,000 for 1999.
5 Pension. Cederna shall be entitled to participate in
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the Company's Retirement Plan for Salaried Employees, as it may be amended from
time to time. The Company shall make appropriate provisions so that the
Retirement Income to be received by Cederna upon his retirement from employment
by the Company, when combined with the amounts then payable to Cederna under
the retirement plans of former employers of Cederna, will not be less than the
Retirement Income he would have received under the Retirement Plan for Salaried
Employees (without the application of any maximum amount of Retirement Income
specified in the Plan) if his years of Credited Service under the Plan had
included the years of his full-time employment by such other employers. A
hypothetical example of the calculation of such Retirement Income is attached
hereto as Exhibit A-1.
6. Other benefit plans. Cederna shall be entitled to
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participate in other employee benefit plans maintained by the Company from time
to time for the benefit of its employees, on no
less favorable a basis than the basis applicable to other officers of the
Company elected by the Board of Directors, except for benefits, if any, not
legally available to Cederna because of his status, compensation or similar
factors. Such employee benefits presently include life insurance, medical and
dental insurance, disability insurance and others.
7. Automobile; club memberships. The Company shall
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provide an automobile for Cederna's business and personal use. Such automobile
shall be a Lexus sport utility vehicle or equivalent, at Cederna's choice, and
shall be replaced by the Company at two-year intervals. Cederna shall pay the
cost of fuel, maintenance and storage of such automobile. The Company shall use
its best efforts to cause Cederna and his spouse to be admitted to membership
in the Duquesne Club and in such country club as they may choose, and the
Company shall pay the initiation fees and periodic dues for such memberships.
8. Tax Planning. The Company shall provide for Cederna's
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benefit annual tax and financial planning assistance, at the Company's sole
expense.
9. Vacation. Cederna shall be entitled to three weeks of
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vacation in each calendar year, prorated to reflect the actual number of days
in such year that Cederna is employed hereunder. The Company shall not make any
cash payment to Cederna in lieu of vacation days not taken by him.
10. Relocation.
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(a) Until Cederna has established a permanent residence
for himself and his spouse near Pittsburgh, which is expected to occur in the
summer of 1999, the Company shall pay, or reimburse Cederna for, his reasonable
living expenses in or near Pittsburgh.
(b) The Company shall pay, or reimburse Cederna for, the
cost of transferring the personal property and household goods of Cederna and
his spouse from Panama City, Florida, to their new residence near Pittsburgh.
This will include the cost of insurance, packing, unpacking, temporary storage
and shipping.
(c) The Company shall pay or reimburse Cederna and his
spouse for a reasonable number of trips from Panama City, Florida
and return for the purpose of searching for a permanent residence near
Pittsburgh.
(d) The Company shall pay or reimburse Cederna for real
estate brokers' commissions and closing costs (such as title search, escrow
fees, tax stamps, recording fees, and lenders' "points") incurred by Cederna in
connection with the purchase or rental, and related financing, of a permanent
residence for him and his spouse near Pittsburgh and the sale of his existing
residence in Panama City, Florida.
(e) Cederna and his spouse shall use their best efforts to
sell their present residence in Panama City, Florida as soon as possible. If
such a sale does not take place by July 1, 1999, the Company shall either (1)
purchase such residence from Cederna and his spouse for a purchase price,
payable in cash at the closing, equal to the fair market value of such
residence determined as set forth below, or (ii) reimburse Cederna for the
after-tax cost to Cederna and his spouse, determined as set forth below, of
owning such residence from July 1, 1999 until it is sold. The Company shall be
entitled to choose at any time between alternatives (1) and (ii). The fair
market value of such residence shall be determined by a professional appraiser
active in the Panama City area and mutually satisfactory to Cederna and the
Company or, if Cederna and the Company do not agree on such an appraiser, then
by three professional appraisers active in the Panama City area, one of which
shall be selected by Cederna, one by the Company, and the third by the other
two appraisers. The after-tax cost to Cederna and his spouse of owning such
residence shall include mortgage payments (both principal and interest), real
estate taxes, and utilities and maintenance appropriate for an unoccupied
residence.
This Exhibit A is merely a summary of general terms. The
actual terms and conditions of the stock, stock options, retirement benefits
and other matters covered by existing plans of the Company shall be governed by
such Plans and the documents to be issued to Cederna thereunder.
EXHIBIT A-1
Assumptions:
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Retire at age 55
Credit for all years of service at all previous
employers (33 years at age 55)
Final average compensation=$750,000, inflated at 5% for
7 years=$1,055,000
Calculation:
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1.05% x 33 x$1,055,000 = $365,555
0.50% x 33 x $ 955,000/1/ = 157,575
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523,133
Reduction factor = 21% .79
$413,275
Reduce Calgon Carbon pension obligation by amounts paid by other former
employers of Cederna (Dow Chemical pension is $43,200 per year)
Net Calgon Carbon pension obligation = $370,075
/1/ Estimated Social Security reduction.