Exhibit 10.4
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Agreement
of Amendment is entered into as of the 25 th day of February 2009 by and between Alexander G.
Fassbender (the “Executive”) and
ThermoEnergy Corporation, a Delaware corporation (the
“Company”).
Whereas, the
Executive and the Company are parties to an Employment Agreement
dated as of November 18, 1999 (the “Original
Agreement”); and
Whereas, the
Executive and the Company desire to amend the Original Agreement as
hereinafter set forth;
Now, therefore,
for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Executive and the Company hereby
agree as follows:
1. Article
V of the Original Agreement is hereby deleted in its entirety and
the following new Article V is hereby substituted
therefore:
“ARTICLE V
Property Rights and
Obligations of Executive
Section 5.01 Trade Secrets .
For purposes of this Agreement, “trade
secrets” shall include, without limitation, any and all
financial, cost and pricing information and any and all information
contained in any drawing, designs, plan, proposals, customer lists,
records of any kind, data, formulas, specifications, concepts or
ideas, where such information is reasonably related to the business
of the Companies and has not previously been publicly released by
duly authorized representatives of the Companies or otherwise
lawfully entered the public domain.
Section 5.02 Preservation of Trade Secrets
. Executive will preserve as confidential all trade
secrets pertaining to the Companies’ business that have been
or may be obtained or learned by him by reason of his employment or
otherwise. Executive will not, without the written
consent of the Company, either use for his own benefit or purposes
or disclose or permit disclosure to any third parties, either
during the term of his employment hereunder or thereafter (except
as required in fulfilling the duties of his employment), any trade
secret connected with the business of the Companies.
Section 5.03 Trade Secrets of Others
. Executive agrees that he will not disclose to the
Companies or induce the Companies to use any trade secret belonging
to any third party except pursuant to valid licenses or similar
rights.
Section 5.04 Property of the Companies
. Executive agrees that no documents, reports,
files, analyses, drawings, designs, tools, equipment, plans
(including, without limitation, marketing and sales plans),
proposals, customer lists, computer software or hardware, patents,
license agreements, and similar materials that are made by him or
that come into his possession by reason of his employment with the
Companies shall be used by him in any way adverse to the
Companies’ interests. Executive will not allow any
such documents or things, or any copies, reproductions or summaries
thereof, to by delivered to or used by any third party without the
specific consent of the Company. Executive agrees to
deliver to the Board of Directors of the Company or its designee,
upon demand, and in any event upon the termination of
Executive’s employment, all of such documents and things
which are in Executive’s possession or under his
control.
Section 5.05 Non-competition by
Executive . During the t
