Exhibit 10(s)
EMPLOYMENT
AGREEMENT
Clean Diesel Technologies, Inc.
– Michael L. Asmussen
AGREEMENT made as of the date set forth below by
and between Michael L. Asmussen, 1731 Centennial Drive, Canton,
MI 48187 (“Executive”) 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 Executive 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 the date of September 3, 2008, or as reasonably soon
thereafter as may be agreed by Executive’s designated
supervisor below (the “Commencement Date”), and shall
continue thereafter until terminated by either party as provided
below, provided that the Commencement Date shall not be any date
earlier than the Executive’s first day of full time
employment.
2. Scope of Work; Title: On
the Commencement Date, Executive shall be Vice President –
Sales Americas of the Company. In such employment,
Executive shall on a full-time basis direct all of
Executive’s efforts toward the performance of such duties as
shall be assigned to Executive by the Executive Vice President
American Operations who shall be Executive’s designated
supervisor. “Full time” shall mean no other
outside business activities without the company’s prior
consent. Executive will be proposed for election as Vice
President Sales at the Board of Directors meeting next following
the Commencement Date or sooner by written action of the directors
at their convenience. Executive's place of employment shall be the
Company's corporate headquarters, and, pending relocation, the
Executive shall maintain a home office and visit the corporate
headquarters whenever required.
3. Compensation; Benefits
: (a) Salary. The Company agrees to cause
Executive to be paid for Executive’s services hereunder at
the initial rate of Two Hundred Ten Thousand Dollars (
$210,000) per year. Executive 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.
(b) Options. When employed,
Executive from time to time shall be entitled to participate in
stock option Awards under the Company’s 1994 Incentive Plan
in the discretion of the Board of Directors. The Company
will arrange for you to receive a stock option award to purchase
Ten Thousand (10,000) shares of the Company's common stock, $0.01
par value, at an exercise price which shall be the fair market
value of the stock on the Award Date, as determined pursuant to the
terms of the Plan. The option Award Date shall be the Commencement
Date. Such option shall have a term of ten (10) years and shall
vest in increments of one-third (1/3) of the options on the first
anniversary of the Commencement Date, and the second and third
one-third (1/3) option portions on the second and third
anniversaries of the Award Date. Such option 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. In the event of a “Change in
Control”, as defined in and in accordance with
Company’s 1994 Incentive Plan, any and all eligible Option
rights shall become fully vested and immediately
exercisable.
(c) Bonus . Executive shall be eligible
for a variable compensation performance bonus
program. The bonus shall have an initial targeted payout
of up to 50% of salary, with a portion of this amount, or Twenty
Thousand Two Hundred Dollars ($20,200) guaranteed in the first
year. After the first year of employment, Executive will
be eligible to participate in such performance bonus/variable
compensation programs of Company in the discretion of the
Directors.
(d) Benefits . Executive shall
participate also in such other benefit programs as the Company may
customarily extend to its Employees as a class. This
Agreement may not be construed to prevent the Company from
rescinding any benefit programs for Executive so long as such
rescission applies to Employees as a class.
4. Expenses : Executive shall
be reimbursed by the Company in accordance with Company policies
for all ordinary and necessary out-of-pocket expenses incurred by
Executive in performing Executive’s services
hereunder. Such expenses shall be reported from
time-to-time by Executive 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 time terminate this Agreement for Just
Cause. “Just Cause” shall mean, as
determined by the Board of Directors in its sole discretion,
conviction of Executive under, or a plea of guilty by the Executive
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 Executive’s performance of
Executive’s duties.
(b) Disability . The Company
may terminate this Agreement at any time upon the physical
disability of Executive, if the Directors in their sole discretion
shall determine that, as a result of physical disability Executive
has for a period of six months been substantially absent from
Executive’s customary place of work and unable to perform
Executive’s customary duties.
(c) At Will . Either of
Executive or Company may terminate this Agreement at any time on
two (2) month’s written notice one to the
other. Where Company shall terminate this Agreement for
other than just cause or physical disability after six (6) months
of employment, the Company shall continue the Executive’s
Basic Salary and Benefits (in the amount and form then enjoyed by
the Executive) but offset by any income from personal services
earned by the Executive from sources other than the Company for a
period which ends on the earlier of eight (8) months after
termination or until the Executive accepts other substantially
comparable employment. If this employment is terminated
by the Employee, he will, at any time, give two (2) months advance
notice and shall not be entitled to any further compensation after
such notice period. Termination at will under this sub-section (c)
shall also include constructive discharge within one year following
a change in control of the Company. “Constructive
discharge” means that the responsibilities of the Employee
have been materially diminished at the time of change in control.
“Change in control” has the same meaning as set out in
the Company’s 1994 Incentive Plan.
6. Discoveries and Inventions
: All patentable and unpatentable inventions,
discoveries and ideas which are made or conceived or reduced to
practice by Executive during the term of Executive’s
employment, and which are based upon or arise out of
Executive’s services hereunder (“Developments”)
are or shall become the Company’s
property. Executive agrees to disclose promptly to the
Company each such Development and, upon the Company’s request
and at its expense, Executive will assist the Company, or its
designee, in making application for Letters Patent, Trade or
Service Marks or Copyrights in any country in the
world. Executive further agrees, at no expense to
Executive, 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
