Exhibit 10.8
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of January 17 , 1995, between CALGON
CARBON CORPORATION (the "Company"), a Delaware corporation, and GAIL A. GERONO
("Employee"), of 3080 Swallowhill Circle, Pittsburgh, Pennsylvania 15220,
WITNESSETH:
WHEREAS, Employee is and has been Director of Investor
Relations of the Company, in which capacity her services have contributed
materially to the successful operation of the Company's business, the increase
in the number of its customers and the development and maintenance of the good
will of such customers.
WHEREAS, the Company wishes to assure itself of the continued
availability of Employee's services and of reasonable protection against
Employee's competing against the Company, and Employee 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 Employee, and Employee hereby agrees to be
employed by the Company, upon the following terms and conditions:
1. Duties and Responsibilities. Employee shall use her best
energies and abilities in, and shall devote all her time during business hours
to, the rendering of such services and the performance of such duties as may be
assigned to her from time to time by the Company, all as directed by and to the
satisfaction of the President and the Board of Directors of the Company.
Employee's assignment and primary responsibility shall be Director of Investor
Relations of the Company. Notwithstanding the foregoing without Employee's
consent, she shall not be required to render services or perform duties
hereunder which are not reasonably consistent with and customary for her
position as Director of Investor Relations of the Company, or which would
require her to move her personal residence from Allegheny County, Pennsylvania.
2. Initial and renewal terms; death or disability.
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(a) Employment hereunder shall commence as of January 17,
1995. Except as otherwise provided in paragraph 2(b), such
employment shall continue for an initial period until December 31, 1995 and
unless terminated as provided in paragraph 2 (c) or article 4, shall continue
thereafter for successive renewal periods o f one year each after December 31,
1995.
(b) If a Change of Control occurs at a.time when Employee is
employed hereunder, such employment shall continue until the last day of the
second full calendar year after such Change of Control and unless terminated as
provided in paragraph 2 (c) or article 4 , shall continue thereafter for
successive renewal periods of one year each. The term "Change of Control" is
defined in paragraph 2 (d).
(c) The Company or Employee may terminate Employee's
employment hereunder as of the end of the initial period referred to in
paragraph 2 (a), or as of the end of the second full calendar year after a
Change of Control pursuant to paragraph 2(b), or as of the end of any applicable
renewal period referred to in paragraphs 2 (a) or 2 (b), by giving written
notice to the other that such employment will terminate and of the date of such
termination. Any such notice, to be effective, must be given not less than six
months before the date when such employment is to terminate other termination
rights are provided in article 4.
(d) For all purposes of this 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 other than the Voting Trust,
or a group of persons acting in concert and not including the Voting Trust,
obtains the power to cause the nominees or such person or group to be elected as
a majority of the directors of the Company. For all purposes of this Agreement,
the term "Voting Trust" shall mean ( i ) the Voting Trust dated as of March 1,
1985, as amended and as it may be amended, of which Thomas A. McConomy is
presently the Voting Trustee (the "Existing Voting Trust"), (ii) the Trustee of
the Existing Voting Trust acting as such, (iii) any Successor Voting Trust and
(iv) the voting trustee or trustees of any Successor Voting Trust. For all
purposes of this Agreement, the term "Successor Voting Trust" shall mean any
voting trust into which persons who are now beneficial owners of shares in the
Existing Voting Trust deposit shares of the Company's capital stock having
voting power sufficient to cause the nominees of such persons to be elected as a
majority of the directors of the Company.
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(e) If Employee dies during her employment hereunder, payment
of compensation shall thereupon be discontinued. If for any reason Employee is
physically or mentally disabled so as to be unable to perform all her duties
hereunder and the employment of employee is not terminated pursuant to paragraph
4, then payment of compensation hereunder (other than severance pay, if any,
pursuant to paragraph 5(b) shall be discontinued during the period beginning
twelve months after such disability begins and ending on the date when Employee
is able to resume full-time employment hereunder, provided that the proceeds of
any disability insurance maintained by the Company and payable to Employee
during the period of her disability shall be credited against the Company's
obligation to pay compensation to Employee under this paragraph 2(e).
3. Compensation. Subject to paragraph 2, the Company shall pay
Employee a salary at the rate of at least $5,205 per month until the termination
of Employee'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
Employee of her duties hereunder, the results of the operations of the Company's
business or other factors. Employee shall be entitled to receive bonuses and
other incentive compensation, stock options, stock appreciation rights, other
forms of compensation and other employee benefits on no less favorable a basis
than the basis applicable to other employees of the Company having similar rank
and status, except for benefits not legally available to Employee because of her
status, compensation or similar factors. Employee shall also be reimbursed by
the Company for reasonable out-of-pocket expenses incurred by her in performing
her duties hereunder.
4. Termination.
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(a) The employment of Employee hereunder may be terminated by
the Company at any time, without notice, for Employee's dishonesty, disloyalty
or refusal to perform her duties hereunder in good faith and to the best of her
ability or for Employee's resignation at a time or in a manner not permitted by
this Agreement or for any other material breach of this Agreement by Employee (a
"Termination for Cause").
(b) At any time prior to the date, if ever, when a Change of
Control occurs, the employment of Employee hereunder may also be terminated by
the Company, on not less than 60 days' notice to Employee, for Employee's
failure or inability to perform such duties in a manner reasonably satisfactory
to the President of the Company in the President's judgment rendered in good
faith (a "Performance-Based Termination"). After a Change of Control, no
termination by the Company of Employee's employment hereunder shall be deemed a
Performance-Based Termination.
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(c) If a Change of Control occurs, Employee may terminate
employment hereunder as of any date which is within the period beginning on the
first anniversary, of such Change of Control and ending on the second such
anniversary, on not less than 30 days' notice to the Company. Any such
termination by Employee may be for any reason which is sufficient to Employee,
in Employee's sole discretion.
5. Severance pay.
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(a) If the employment of Employee hereunder is terminated by
the Company in a Termination for Cause or a Performance-based Termination, no
severance pay shall be paid to Employee by reason of such termination.
(b) If the employment of Employee hereunder is terminated by
the Company in any manner other than a Termination for Cause or a
Performance-Based Termination (except a termination pursuant to paragraph 2(c)),
or is terminated by Employee pursuant to paragraph 4 (c) after a Change of
Control, then during the Severance Period the Company shall pay to Employee as
severance pay each month an amount equal to one-twelfth of Severance
Compensation. "Severance Compensation, " for purposes of this Agreement, shall
mean the amount of salary (but not bonus or other incentive compensation)
received by Employee from the Company for the calendar year immediately prior to
the year of termination. "Severance Period," for purposes of this Agreement,
shall mean the period of 12 months after the date of such termination, but in
any event the Severance Period shall end on the date, if ever, when Employee is
employed by another employer for total cash compensation equal to at least 90%
of Severance Compensation. In addition, in the event of any such termination the
Company shall provide for Employee during the Severance Period the same or
equivalent medical, dental, vision, disability and insurance benefits as were
provided for Employee at the time of such termination.
(c) Upon any termination of the employment of Employee
hereunder, inc1uding but not limited to a Termination for Cause or an
Employment-Based Termination, Employee shall be entitled to receive all vested
benefits under all incentive compensation and other employee benefit programs
applicable to Employee, and shall be entitled to exercise all, stock options and
stock appreciation rights previously granted to Employee by the Company
regardless of any deferred vesting or deferred exercise provisions of such stock
options or stock appreciation rights.
6. Confidential information, etc.
(a) Employee recognizes and acknowledges that: (i) in the
course of Employee's employment by the Company it will be necessary for Employee
to acquire information which could include, in whole or in part, information.
concerning the Company's sales,
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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 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 Employee not disclose the Confidential Information to others or
use the Confidential Information to Employee's own advantage or the advantage of
others.
(b) Employee further recognizes and acknowledges that it is
essential for the proper protection of the business of the Company that Employee
be restrained (i) from soliciting or inducing any employee of the Company or of
any subsidiary of the Company (collectively, 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) Employee agrees to hold and safeguard the Confidential
information in trust for the Company, its successors and assigns and agrees that
she 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
her, employment by the Company or subsequent to the termination of her
employment by the Company for any reason, including without limitation
termination by the Company in a Termination for Cause or otherwise, any of the
Confidential Information, whether or not developed by Employee, except as
required in the performance of Employee's duties to the Company.
(b) Upon the termination of Employee's employment by the
Company or by Employee for any reason, including without limitation termination
by the Company in a Termination for Cause or otherwise, Employee shall promptly
deliver to the Company all originals and copies of correspondence, drawings,
blueprints, financial and business records, marketing and publicity materials,
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manuals, letters, notes, notebooks, reports, flow-charts, drawings, programs,
proposals and any documents 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) Employee agrees that during her employment by the Company
she 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. Employee further agrees that
during the Severance Period or for a period of two years after termination of
employment hereunder, whichever is longer, Employee shall not, directly or
indirectly, solicit the trade of, or trade with, any customers or suppliers, or
prospective customers or suppliers, of the Company, 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) Employee covenants and agrees that during the period of
Employee's employment hereunder and during the Severance Period or for a period
of two years after termination of employment hereunder, whichever is longer,
Employee 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 Employee'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 Employee, the
Company has made or considered making such sales, either itself or through a
subsidiary, affiliate or joint venture partner, during the last two years prior
to the termination of Employee's employment hereunder.
8. Injunctive and other relief.
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(a) Employee represents that her experience and capabilities
are such that the provisions of paragraphs 6 and 7 will not prevent her from
earning her, livelihood, and acknowledges that it would cause the Company
serious and irreparable injury and cost if Employee were to use her ability and
knowledge in competition with the Company or to otherwise breach the obligations
contained in said paragraphs.
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(b) In the event of a breach by Employee 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 Employee and to enjoin Employee 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. Employee acknowledges, however, that the remedies at law for any breach by
her of the provisions of this Agreement may be inadequate and that the Company
shall be entitled to injunctive relief against her 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 1aw) or 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.
9. Arbitration. Any dispute arising out of or relating 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. ss.ss.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 waves any damages in excess of compensatory damages.
10. Governing law. This Agreement shall be governed by 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 provision of
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this Agreement, and no postponement or waiver of any such provision or of any
default, misrepresentation, or breach of
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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 Employee. 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 Employee in exercising 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 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 Employee 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 Employee have
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 Employee and no
presumption or burden of proof shall arise favoring or disfavoring the Company
or Employee 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 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
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