Looking for an agreement? Search from over 1 million agreements now.

General Counsel Employment Agreement

This is an actual contract by Applied Extrusion Technologies.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
Exhibit 10.14


EMPLOYMENT AGREEMENT


THIS Employment Agreement (the "Agreement") is made as of the 1st day of April, 1999 by and between Applied Extrusion Technologies, Inc., a Delaware corporation (the "Employer"), and Gerald M. Haines II (the "Executive").


RECITALS


1. The Executive is currently employed by the Employer as its Vice President and General Counsel pursuant to an Employment Agreement dated as of September 19, 1998, as in effect on the date hereof (the "Prior Employment Agreement").


2. The Prior Employment Agreement provides that, on or after September 19, 2001, the Prior Employment Agreement continues in effect from year to year unless either the Executive or the Employer gives notice to the other that such continuation should not occur.


3. The Employer desires to continue to employ the Executive and to make secure for itself the experience, abilities and services of the Executive and to prevent the loss of such experience, services and abilities.


4. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein, the Executive desires to continue to be employed by the Employer and to agree with the Employer as further provided herein.


NOW THEREFORE, the parties hereto hereby agree as follows:


1. EMPLOYMENT. The Employer shall continue to employ the Executive, and the Executive shall continue to perform services for and continue in the employment of the Employer, for the period (the "Employment Period") beginning on the date hereof and ending on March 31, 2002, subject to extension as set forth herein (such date, as from time to time in effect, being referred to herein as the "Expiration Date"); PROVIDED, HOWEVER, that, unless either the Employer or the Executive shall give notice to the other (which notice may be given in the sole discretion of either party hereto) no later than 90 days prior to the then-current Expiration Date (the "Current Expiration Date") that such party does not wish to have the Employment Period extended for another year past the Current Expiration Date, then, at the close of business on such date which is 90 days prior to the Current Expiration Date, the Expiration Date shall automatically become the date which is exactly one year after the Current Expiration Date; and PROVIDED, FURTHER, that the employment of the Executive by the Employer may be terminated prior to the Expiration Date in accordance with all of the terms and conditions hereof.


2. CAPACITY. During such time as the Executive is employed by the Employer hereunder:


(a) POSITION AND DUTIES. The Executive shall serve on a full-time basis in the capacity of Vice President and General Counsel or in such other senior executive position as the Chief Executive Officer of the Employer (the "Chief Executive Officer") may designate from time to time, and shall perform such duties and responsibilities on behalf of the Employer as may be designated from time to time by the Chief Executive Officer. The Executive shall report to the Chief Executive Officer and shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with his position and experience, as may from time to time be prescribed by the Chief Executive Officer. The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such duties and responsibilities. The Executive shall devote his full time and best efforts, business judgement, skill and knowledge to the advancement of the Employer's interests and to the discharge of his duties and responsibilities hereunder. Executive shall not engage in any other business activity during the term of this Agreement, except as may be approved in advance in writing by the Chief Executive Officer.


(b) CERTAIN RESIGNATIONS. Should Executive's employment hereunder terminate for any reason, Executive agrees to resign from the board of directors of each subsidiary or affiliate of the Employer on which the Executive is then serving, immediately upon the receipt of a request for such resignation from the Chief Executive Officer.


3. COMPENSATION.


(a) SALARY. During each year of the Employment Period, the Executive shall receive an annual salary (the "Salary") of $150,000 which, from time to time, shall be subject to upward adjustment only as recommended by the Chief Executive Officer or his designee consistent with the Employer's compensation policies and guidelines.


(b) INCENTIVE BONUS. During each year of the Employment Period, the Executive shall be eligible to receive an incentive bonus based upon criteria that are defined annually by the Employer and will be targeted at 40% of Salary, with a maximum payout potential of 80% of Salary.


(c) EXPENSES. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by him on behalf of the Employer.


(d) FRINGE BENEFITS. During the Employment Period, (i) the Executive shall be entitled to participate in or receive benefits under each disability insurance, health, pension, retirement and accident plan or arrangement made generally available by the Employer to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements, and shall be entitled to four weeks of paid vacation in any fiscal year during the Employment Period , and (ii) the


-2-


Executive shall be entitled to a physical examination each calendar year by the doctor who is the Executive's primary care physician, either pursuant to the Employer's health or other plans or otherwise at the expense of the Employer.


(e) CHANGE IN CONTROL. If a "Change in Control" (as such term is defined in Exhibit A to the Employer's 1991 Stock Option Plan for Directors) shall occur, then (i) Section 1 hereof shall be amended by replacing the date "March 31, 2002" with the date which is exactly three years after the date of the Change in Control, (ii) all stock options previously granted to the Executive which, by their terms, have not yet vested, shall immediately vest and become exercisable, (iii) Section 4(d) hereof shall be amended by deleting clause 4(d)(iii), and (iv) the Executive shall be entitled to carry out his duties and responsibilities hereunder primarily from Executive's current office in Peabody, Massachusetts (or another facility serving such purpose and located within 15 miles of such current office) and will not be required to locate his primary place of business outside such area without his consent (which may be given or withheld in his sole discretion).


4. TERMINATION AND COMPENSATION THEREON.


(a) TERMINATION DATE. As used herein, the term (i) "Termination Date" shall mean the earlier of (A) the Expiration Date or (B) if the Executive's employment is terminated (1) by his death, the date of his death, or (2) for any other reason, the date on which such termination is to be effective pursuant to the notice of termination given by the party terminating the employment relationship, and (ii) "Benefits Termination Date" shall mean the later of (A) the Expiration Date or (B) the date which is exactly one year after the Termination Date. The Employment Period shall terminate on the Termination Date; PROVIDED, HOWEVER, that, unless the Executive's employment is terminated pursuant to Section 4(d) or 4(g) hereof, the Expiration Date shall not be changed to the Termination Date if the Executive's employment hereunder terminates on a date other than the Expiration Date, and, if the Executive's employment is terminated pursuant to Section 4(d) or 4(g) hereof, the Expiration Date shall automatically be changed and shall become the Termination Date.


(b) DEATH. The Executive's employment hereunder shall terminate upon his death. In such event, the Employer shall pay to the Designee or, if no such person shall have been designated, the Estate, as applicable, (i) as promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, and (ii) the Executive shall be deemed for all vesting requirements contained in any of the Employer's benefit plans, programs and offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date.


(c) INCAPACITY. If in the reasonable judgment of the Employer, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall for at least six consecutive months during the term of this Agreement have been unable to perform his duties under this Agreement on a full-time basis, the Employer may terminate the Executive's


-3-


employment hereunder by notice to the Executive. In such event, (i) the Employer shall pay the Executive as promptly as practicable after the Termination Date, an amount equal to any unpaid Salary, Bonus and benefits accrued through the Termination Date, (ii) during the period beginning on the Termination Date and ending on the Benefits Termination Date, shall extend to Executive the applicable fringe benefits referred to in Section 3(d) hereof (or the equivalent thereof in all material respects if continuation of participation in benefit plans is not able to be continued under applicable law or the terms of such benefit plans); and (iii) the Executive shall be deemed for all vesting requirements contained in any of the Employer's benefit plans, programs or offerings in which the Executive is participating on the Termination Date to have been employed by the Employer until the Expiration Date. Any dispute between the Employer and the Executive with respect to the Executive's incapacity shall be settled by reference to a competent medical authority mutually agreed to by the Employer and the Executive, whose decision shall be binding on all parties.


(d) TERMINATION BY THE EMPLOYER FOR CAUSE. The Employer may terminate the Executive's employment hereunder for Cause. For purposes of this Agreement, "Cause" shall mean (i) other than by reason of Executive's incapacity under Section 4(c) above, willful conduct by the Executive demonstrating gross misconduct and gross unfitness to serve and which has caused material harm to the business or interests of the Employer; (ii) the Executive's conviction of, or entry into a consent decree or substantially similar arrangement in connection with, a crime involving fraud, dishonesty or other conduct
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |