Exhibit 10(z)
EMPLOYMENT AGREEMENT
CLEAN DIESEL TECHNOLOGIES, INC. - ANN B. RUPLE
AGREEMENT made as of the date set forth below by and between Ann B. Ruple
of 15 Algonquin Road, Fairfield, CT 06825 ("Employee") and Clean Diesel
Technologies, Inc., a Delaware corporation (the "Company"), having a place of
business at Suite 702, 300 Atlantic Street, Stamford, CT 06901.
WHEREAS, the Company desires certain services for itself and Employee
desires to contract with the Company to perform such services;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
recited, the sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Term: This Agreement shall commence on December 13, 2006, and shall
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continue thereafter until terminated by either party as provided below.
2. Scope of Work: Title: On the Commencement Date, Employee shall be
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the Chief Financial Officer and Vice President Administration of the Company.
In such employment, Employee shall on a full-time basis direct all of Employee's
efforts toward the performance of such duties as shall be assigned to Employee
by the President and Chief Executive Officer. "Full time" shall mean no other
substantial outside business activities.
3. Salary: (a) Benefits. The Company agrees to cause Employee to be
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paid for Employee's services hereunder at the rate of One Hundred Fifty Five
Thousand Dollars (US $155,000) per year. Employee shall be paid such amounts by
the Company according to its 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 as a class. Employee shall be entitled to
three weeks vacation during the first year of employment and four weeks per year
thereafter. This Agreement may not be construed to prevent the Company from
rescinding any benefit programs for Employee so long as such rescission applies
to officers as a class. After one year of employment the salary will be
increased by 10 per cent to One Hundred Seventy Thousand Five Hundred Dollars
(US $170,500). Also at that time the Company shall include the Employee in such
incentive or bonus plan as shall be offered generally to the officers of the
Company. The terms of the incentive or bonus will be discussed and agreed upon
at the appropriate time.
(b) Stock. Subject to the approval of the Board of Directors of the
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Company, the Company will arrange for the Executive to receive a stock option
award under its 1994 Incentive Plan (the "Plan") to purchase Fifty Thousand
(50,000) shares of the Company's common stock, $.05 par value, at an exercise
price which shall be the fair market value of the stock on the Award Date, as
determined pursuant to
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the terms of the Plan. The Award Date shall be the earlier of the next regularly
scheduled meeting of the Board of Directors or such date promptly after the
commencement of the Executive's employment as the Board shall act. Such option
shall have a term of ten (10) years and shall vest in increments of 10,000
shares on the first through the fourth anniversaries of the Commencement Date.
Such option, which shall otherwise include substantially the same terms and
conditions as options awarded to other U.S. based officers of the Company shall,
nevertheless, lapse and be forfeited in its entirety, if the Executive shall not
be employed by the Company on the first anniversary of the Commencement Date.
4. Expenses: Employee shall be reimbursed by the Company for all
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ordinary and necessary out-of-pocket expenses incurred by Employee in performing
Employee's services hereunder. Such expenses to be reported from time-to-time
by Employee on the Company's customary forms of expense report and submitted for
approval to the Company pursuant to its policies from time to time in effect.
5. Termination of Employment: (a) Just Cause. The Company may at any
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time terminate this Agreement for Just Cause. "Just Cause" shall mean, as
determined by the Board of Directors in its sole discretion, conviction of
Employee under, or a plea of guilty by the Employee to, any charge which would
constitute a felony under the laws of Connecticut, regardless of jurisdiction;
any instance of fraud, embezzlement, self-dealing, insider trading or similar
malfeasance with respect to the Company regardless of the amount involved; any
instance of material disloyalty, insubordination, or disparagement of the
Company to an outside party; or any instance of substance abuse of a controlled
substance or, otherwise, a pattern of substance abuse which limits Employee's
performance of Employee's duties.
(b) Disability. The Company may terminate this Agreement at any time
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upon the physical disability of Employee, if the Directors in their sole
discretion shall determine that, as a result of physical disability Employee has
for a period of six months been substantially absent from Employee's customary
place of work and unable to perform Employee's customary duties.
(c) At Will. Either of Employee or Company may terminate this
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Agreement at any time on written notice one to the other. Where Employee shall
terminate this Agreement by resigning employment, Employee shall provide three
(3) month's written notice thereof to Company. Where Company shall terminate
this Agreement, Company shall provide salary and benefit continuation (in the
amount and of the nature then enjoyed by Employee) to the Employee
month-to-month for a period of six months, or until Employee shall earlier find
other substantially comparable employment, under which circumstances the salary
would be continued but CDT would be entitled to a dollar for dollar reduction
compared to the salary of the new employment. Termination at will under this
sub-section (c) shall also include constructive discharge. "Constructive
Discharge" means that the responsibilities of Employee have been materially
diminished or Employee's position is to be relocated more than sixty miles from
the Employee's residence at the time of Change in Control. "Change in
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Control" has the meaning for such phrase as is set out in the Company's 1994
Incentive Plan.
6. 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 Employee's employment, 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 its expense, Employee will
assist the Company, or its designee, in making application for Letters Patent in
any country in the world. Employee further agrees, at no expense to Employee,
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 its designee, Employee's
transferable rights, whether they be exclusive or non-exclusive, 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 assigned by an
authorized official of the Company by which it specifically states it intends to
be bound in such respect.
7. Proprietary Information: Employee will not at any time, either
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during 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 or any of its subsidiaries or affiliates (collectively, "Proprietary
Information"), which, by way of illustration, but not limitation, includes
devices, structures, machines, data, know-how, business opportunities, marketing
plans, forecasts, unpublished financial statements, budgets, licenses and
information concerning prices, costs, employees, customers and suppliers.
Employee's undertakings and obligations under this Paragraph 7 will not apply to
any Proprietary Information which: (a) is or becomes generally known to the
public through no action on the part of the Employee or (b) is generally
disclosed to third parties by the Company or any of its subsidiaries or
affiliates 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 keys, notes, memoranda, notebooks, computers, computer disks,
drawings, designs, three dimensional figures, photographs, layouts, diagrams,
records, reports, files and other documents (and all copies or reproductions of
such materials) in Employee's possession or under Employee's control, whether
prepared by him or others, which contain Proprietary Information. Employee
acknowledges that this material is the sole property of the Company or a
subsidiary or an affiliate of the Company.
8. Non-Competition: Following the termination of Employment for any
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reason, Employee agrees that Employee will not recruit, entice, induce or
encourage any of the Company's other employees or consultants
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to engage in any activity which, were it done by Employee, would violate any
provision of Employee's Agreement. For a two-year period after termination of
employment 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, its subsidiaries or affiliates, 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 the covenants in Sections 6, 7 and 8 of this Agreement. Employee admits that
breach of Employee's covenants hereunder regarding the Company's Proprietary
information is likely to cause serious economic injury to the Company.
9. Assignment: This Agreement may not be assigned by either party
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without the prior written consent of the other party; provided, however, that
the acquisition by any person of all or substantially all of the assets or
capital stock of the Company shall not be considered an assignment of this
Agreement by the Company.
10. Continuing Obligations: The Employee's covenants set forth in
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Sections 6, 7, and 8 above shall continue according to their terms following the
termination of this Agreement.
11. Governing Law; Waiver of Trial by Jury; Equitable Remedies. This
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Agreement, the interpretation hereof and the resolution of any and all disputes
between the Company and Employee shall be governed by and interpreted under the
internal substantive and procedural laws of the State of Connecticut without any
reference to conflicts of laws rules. In the resolution of any disputes the
parties agree to submit to the exclusive jurisdiction of the Superior Court of
Connecticut, Stamford/Norwalk District and waive any claims of forum non
conveniens with respect to that jurisdiction and also waive any claim to trial
by jury in any proceeding. The parties further agree that any violations of
Employee's covenants set forth in Sections 6, 7 and 8 above may cause
irreparable harm to the Company which harm is not capable of accurate
determination and for which the remedy of damages may be insufficient.
Accordingly, in any proceeding to enforce the Company's rights under such
Sections 6,7 and 8, the Company may seek, in addition to damages, equitable
remedies such as injunctions, temporary injunctions and restraining orders and
the parties hereby waive any requirement of bond in any such proceeding or in
any appeal therefrom.
12. Legal Advice; Rescission. Employee agrees that this Agreement
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involves Employee's waiver of certain legal rights. Employee may, if Employee so
chooses, consult with an attorney about the terms of this Agreement before
signing it. Employee further acknowledges that (a) the Company has given
Employee a twenty-one (21) day period in which to consider the terms and binding
effect of this Agreement, which twenty one (21) day period Employee way waive,
and (b) that, if Employee does sign this Agreement, Employee shall have seven
(7) days thereafter to change Employee's mind and revoke it. Employee agrees
that if Employee decides to revoke this Agreement, Employee will inform the
Company within that seven (7) day period and obtain a written
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acknowledgment of the revocation which the Company agrees to provide. Employee
understands that revocation of this Agreement will affect Employee's employment
status. Employee states that Employee has carefully read this Agreement; that
Employee understands its final and binding effect and agrees to be bound by its
terms; and that Employee has signed this Agreement voluntarily.
13. Notices. All notices hereunder shall be in writing and shall be
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deemed effective upon receipt, if hand delivered, or if sent by facsimile and
acknowledged electronically, or by courier and receipted on delivery. Notices
by mail shall be deemed received on receipt, if sent first class or priority
mail postage prepaid return receipt requested and the sender shall have the
signed receipt. Otherwise notices shall be deemed effective five (5) days after
transmission. In each case notices shall be transmitted to the address first
given above or such other address as may be given by notice as provided herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
EMPLOYEE CLEAN DIESEL TECHNOLOGIES, INC.
/s/ Ann B. Ruple /s/ B. Steiner
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Name: Name:
(Vice) President
Date: 11/29/06 Date: 11/29/06
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