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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Ionics, Inc.

Date:

2004

Size:

Preview shows 5KB of 39KB total

Price:

$41

ID:

#1139763

 

 


► Technology ► Scientific & Technical Instruments

 

 

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                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT made as of February 13, 2004 (the
"Agreement") by and between Ionics, Incorporated, a Massachusetts corporation
with principal offices at 65 Grove Street, Watertown, MA 02472 (the
"Corporation"), and Lyman B. Dickerson, an individual residing at 280
Leucadendra Drive, Coral Gables, Florida 33156 (the "Employee").

WITNESSETH

WHEREAS, the Corporation desires that the Employee be employed as its
Vice President, Water Systems Division (consisting of the operations described
below) on the terms and conditions set forth in this Agreement; and

WHEREAS, the Employee desires to be employed by the Corporation in such
capacity, on the terms and conditions set forth in this Agreement; and

WHEREAS, the Employee has represented and warranted to the Corporation
that he has no commitment, obligation or contract of any kind that is
inconsistent with his being employed by the Corporation on the terms contained
herein; and

WHEREAS, this Agreement is being entered into in connection with, and
its execution and delivery is a condition to the closing of, the sale to the
Corporation of all of the outstanding capital stock, equity and membership
interests of Ecolochem, Inc., Ecolochem S.A.R.L., Moson Holdings, LLC and
Ecolochem International, Inc. (each, an "Ecolochem Entity" and collectively, the
"Ecolochem Entities") by the holders thereof, including the Employee (the
"Acquisition");

NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements contained in this Agreement, the parties hereby agree as follows:

<PAGE>

1. Duties. The Corporation hereby hires and agrees to employ the Employee, and
the Employee agrees to be employed by the Corporation, in an executive capacity
for the Term (as defined in Section 3(a) below) and on the terms and conditions
set forth in this Agreement. During the Employment Term (as defined in Section
3(a) below), the Corporation shall employ the Employee as its Vice President,
Water Systems Division (which includes, among other operations, the Ecolochem
Entities, their respective subsidiaries and the Corporation's Ultrapure Water
and Industrial Water operations), and as such, the Employee shall be the senior
executive officer with responsibility for such Division and shall be responsible
for managing the integration of the Ecolochem Entities with the Corporation's
existing Ultrapure Water operations. During the Employment Term, the Employee
shall report directly to, and shall be subject to the direction and control of,
the Corporation's Chief Executive Officer, and the Employee shall be primarily
based at Miami, Florida, except for reasonably required travel on the
Corporation's business. During the Employment Term, the Employee shall devote
substantially all of his business time, best efforts, and business judgment,
skill, ability, knowledge, and energies to the advancement of the Corporation's
best interests in the discharge of his responsibilities hereunder, which shall
be the responsibilities commensurate with an executive position in a corporation
with securities publicly traded in the United States.

2. Compensation.

(a) Base Salary. During the Employment Term, as compensation for the
Employee's services hereunder, the Corporation shall pay to the Employee a base
salary of $20,833.33 per month (for an annual rate of $250,000), subject to such
salary increases as may be granted by the Corporation's Board of Directors (the
"Board"). The base salary shall be payable in installments in accordance with
the Corporation's regular practices, as such practices may be modified from time
to time, but in no event less often than monthly. All payments shall be subject
to all applicable federal, state and/or local payroll and withholding taxes.

(b) Bonus. In addition to his base salary, during the Employment Term,
the Employee will be eligible to participate in any bonus program to be
established by the





2
<PAGE>

Corporation for its senior executive personnel, based upon criteria determined
solely by the Board. In order to be eligible to receive any bonus, the Employee
must be employed on the date upon which the bonus payment is made.

(c) Stock Options. Employee shall be eligible to participate in any
stock option plans that may be provided by the Corporation to its key employees
from time to time, as determined by the Compensation Committee of the Board of
Directors.

(d) Benefits. During the Employment Term, the Employee shall be
eligible to participate in all benefit plans of the Corporation, including,
without limitation, the Ionics, Incorporated Section 401(k) plan, and group

 

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