Exhibit 10(x)
Please reply to: UK Office
Tel: +44 1208 851213
Fax: +44 1208 851015
Tim Rogers Esq.
98 Sutherland Avenue
Biggin Hill
Kent
TN16 3HH 23 September 2003
Dear Mr. Rogers:
I write to offer you the appointment of Vice-President, International in this
company. You will be based in the United Kingdom and may be required to travel
extensively. Initially you would be based from your home. Your task in the
initial phase is to review the Company's products and technologies, and develop
a business plan for international operations in Europe and Asia. Once this plan
is approved by the Board, you would be appointed as Managing Director of the
subsidiary created to carry it out additionally to being Vice
President-International.
You will report directly to the Chief Executive Officer.
Your salary will be $225,000 payable in dollars monthly or converted at the
current exchange rate. Additionally, the Company will pay private health
insurance (BUPA, PPP or equivalent). No car allowance is paid. No company
pension scheme is currently in place. Holiday are four weeks annually.
Your employment will be initially on the basis of three months notice either
way.
You will be granted employee stock options on 100,000 shares on the day of your
starting with the Company. These options will be issued in accordance with the
option scheme rules which allow that the options vest one third immediately, one
third on the first anniversary, and one third on the second anniversary. From
the grant date, the options have a life of ten years. The exercise price is the
average middle market quoted on the issue date [being] your date of commencing
employment.
Office expenses including telephone and travel expenses are, of course, payable
by the Company. Expenses should be submitted to the CFO and will be approved by
the CFO and CEO.
Your employment is subject to your agreement to the Company's confidentiality
and intellectual property rules which are attached at Appendix A.
I believe this letter covers the main items that need to be agreed at this
stage. By the nature of the task in hand, many other details will need to be
resolved as we progress.
May I say how much we look forward to your joining Clean Diesel Technologies. I
look forward to working with you.
Yours sincerely,
/s/ Jeremy Peter-Hoblyn
Jeremy Peter-Hoblyn
Chief Executive Officer
Accepted: /s/ Tim Rogers
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Tim Rogers
Appendix A
Clean Diesel Technologies, Inc.
Terms and Conditions of Employment
1. Definitions: In this Appendix the following terms shall have the
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following meanings:
(a) "Agreement" means the Agreement of September 23, 2003 between Company
and Employee of which this Appendix is a part.
(b) "Company" shall bean Clean Diesel Technologies, Inc. or any of its
subsidiaries or affiliates.
(c) "Employee" shall mean Tim Rogers.
2. Salary and Benefit Matters: Employment shall be paid a base salary
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according to Company's normal and customary procedures from time to time in
effect but not less often than monthly. Employee shall be entitled to
participate from time to time in such benefit programs as the Company may
customarily extend to its officers and employees as a class in the jurisdiction
where Employee is based. This agreement may not be construed to prevent the
Company from rescinding any such benefit for Employee so long as such rescission
applies to officers and employees as a class.
3. Nature of Employment: Subject to any required period of notice or salary
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in lieu thereof as provided in this Agreement, the Employee's employment with
the Company shall be at will. Employee's rights to notice or severance shall be
limited to that provided in this Agreement.
4. Discoveries and Inventions: (a) All patentable and unpatentable
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inventions, discoveries and ideas which are made or conceived by Employee during
the term of this Agreement, and which are based upon or arise out of Employee's
services hereunder ("Developments") are or shall become the Company's property.
Employee agrees to disclose promptly to the Company each such Development and,
upon the Company's request and at the Company's expense, Employee, whether or
not still employed by the Company or during the term of this agreement or not,
will assist the Company, or its designee, in making application for Letters
Patent in any country in the world. Employee further agrees to execute all
papers and do all things which may be necessary or advisable to prosecute such
applications, and to transfer to and vest in the Company, or its designee, all
the right, title and interest in and to such Developments, and all applications
for patents and Letters Patent issued thereon. If for any reason, Employee is
unable to effectuate a full assignment of any such Development, Employee agrees
to transfer to the Company, or it designee, Employee's transferable rights,
whether they be exclusive or nonexclusive, or as a joint inventor or partial
owner of the Development. No action or inaction by the Company shall in any
event be construed as a waiver or abandonment of its rights to any such
Development
except an instrument in writing signed by an authorized official of the Company
by which it specifically states it intends to be bound in such respect.
5. Proprietary Information: Employee will not at any time, either during
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the term of this Agreement or thereafter, disclose to others, or use for
Employee's own benefit or the benefit of others, any of the Developments or any
confidential, proprietary or secret information owned, possessed or used by the
Company (collectively, "Proprietary Information"), which, by way of
illustration, but not limitation, includes devices, structures, machines,
processes, trade secrets, disclosures, data, know-how, business opportunities,
marketing plans, forecasts, unpublished financial statements, budgets, and
information concerning prices, costs, employees, customers and suppliers.
Employee's undertakings and obligations under this Paragraph 5 will not apply to
any Proprietary Information which: (a) is or becomes generally known to the
public through no action on the part of Employee or (b) is generally disclosed
to third parties by the Company without restriction on such third parties. Upon
termination of this Agreement or at any other time upon request, Employee will
promptly deliver to the Company all notes, memoranda, notebooks, drawings,
designs, three dimensional figures, photographs, layouts, diagrams, records,
reports, files and other documents (and all copies or reproductions of such
materials) in his possession or under his control, whether prepared by him or
others, which contain Proprietary Information. Employee acknowledges that
Proprietary Information is the sole property of the Company.
6. Non-Competition: Following the termination of Employment for any reason,
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Employee agrees that Employee will not recruit, entice, induce or encourage any
of the Company's other employees or consultants to engage in any activity which,
were it done by Employee, would violate any provision of this Agreement.
Employee shall not during the one year period following Employee's termination
of employment with the Company undertake employment with a competitor of the
Company with responsibilities in a line of business substantially similar to
that in which Employee would make use of the Company's Proprietary Information.
For such one year period and before performing any services for others, as
employee or consultant or otherwise, in the actual lines of business in which
Employee has performed services for the Company, Employee will notify the
Company of the general nature of the services to be performed and the party for
whom they will be performed and Employee will, also, prior to undertaking such
service or employment inform the other party of the existence of this covenant
in this Agreement. Employee admits that breach of his covenants hereunder
regarding the Company's Proprietary Information is likely to cause serious
economic injury to the Company.
7. Assignment: This Agreement may not be assigned by either party without
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the prior written consent of the other party; provided, however, that the
Company may assign this agreement to Clean Diesel Europe, a Guernsey
Partnership, an affiliate of the Company, so long as a term of such assignment
is that the Company
shall guarantee the performance and payment of the Company's obligations
hereunder by Clean Diesel Europe.
8. Continuing Obligations: The Employee's covenants set forth in Paragraphs
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4, 5 and 6 above shall continue according to their terms following the
termination of this Agreement.
9. Governing Law; Waiver of Trial by Jury; Damages: This agreement, the
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interpretation hereof and any and all disputes between the Company sand the
Employee shall be governed by and interpreted under the laws of the State of
Delaware, U.S.A., applicable to contracts to be performed entirely within that
state and without regard to any conflicts of laws rules. The parties waive
trial by jury in any dispute between them. Damages being agreed to be probably
insufficient to protect the Company's interests and not capable of precise
estimation, the Company may, in any jurisdiction, seek a restraining order
and/or injunctive relief, and related damages, in the enforcement of its rights
under Sections 4, 5 and 6 above, without bond, including in any appeal
therefrom.