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EXECUTIVE EMPLOYMENT AGREEMENT

Employee Retention Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: China Water & Drinks, Inc | China Water and Drinks, Inc | Heckmann Acquisition II Corporation | Heckmann Corporation You are currently viewing:
This Employee Retention Agreement involves

China Water & Drinks, Inc | China Water and Drinks, Inc | Heckmann Acquisition II Corporation | Heckmann Corporation

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/5/2008
Industry: Misc. Financial Services     Sector: Financial

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: china water & drinks  inc , china water and drinks  inc , heckmann acquisition ii corporation , heckmann corporation
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Exhibit 10.24

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement between China Water & Drinks, Inc. (“Company”), a wholly owned subsidiary of Heckmann Corporation (“Parent”), and Xu Hong Bin (“Xu”), is made on this 30th day of October 2008 (“Agreement”). Company and Xu hereby agree to the employment of Xu by Company on the following terms and conditions:

 

1.

Commencement of Employment; Term of Agreement

 

1.1

Xu’s employment under this Agreement will commence immediately following the closing of the acquisition of China Water and Drinks, Inc., by Heckmann Corporation and its merger subsidiary Heckmann Acquisition II Corporation pursuant to Agreement and Plan of Merger and Reorganization dated May 19, 2008, and any amendments thereto (the “Merger Agreement”).

 

1.2

Xu’s employment under this Agreement shall continue until December 31, 2011 (the “Term”). The Term may be modified or extended by mutual agreement.

 

2.

Duties and Appointments

 

2.1

Xu shall serve Company as a member of the Board of Directors and as Chief Executive Officer and President. Xu’s duties shall include, but not be limited to, those typical of the chief executive officer and president of a bottled water and beverages company. Xu shall also be appointed to serve as a Class I member of the Board of Directors of Parent for the balance of 2008, and re-nominated at Parent’s 2009 annual meeting of stockholders to serve an additional three-year term.

 

3.

Salary

 

3.1

Company will pay Xu a salary in cash of $1 per year. Xu’s salary may be changed by mutual agreement at any time during the Term.

 

4.

Bonus and Stock Holdings

 

4.1

Xu is eligible for a one-time payment from the contingent payment bonus pool contemplated by clause 6.2(r) of the Merger Agreement (the “Bonus Pool”). The Bonus Pool will consist of $15 million dollars if Company’s and Parent’s pro forma consolidated net income for the fiscal year ending December 31, 2009 equals or exceeds $90 million dollars, as adjusted for stock compensation and expenses of the office of Chairman of Parent, the bonuses themselves, and certain contingent payments.

 

    

Xu will determine and recommend to Company and Parent the amount each participating company officer, including himself, will receive from the Bonus Pool. Any bonus under this clause will be paid in cash or stock, or a combination thereof in the sole discretion of Parent. Any bonus under this clause will be payable within 10 business days after the filing of Parent’s Form 10-K for the period ending December 31, 2009.

 

    

The terms and conditions of Xu’s common stock holdings in Parent delivered at the closing of the Merger Agreement are governed by the Majority Stockholder Consent Agreement dated May 19, 2008, Amendment No. 1 thereto dated September 19, 2008, Amendment No. 2 thereto dated September 29, 2008, and Amendment No. 3 thereto dated October 30, 2008, collectively hereinafter the “Xu Stockholder Consent Agreement” and incorporated here in full.


    

If the conditions for the Bonus Pool are not met through no fault or reasons caused by the actions or inactions of Xu (as determined in the sole discretion of the Company), then with approval from the Company and Parent’s Compensation Committee, and based on successfully reaching agreed quarterly performance targets established in accordance with U. S. Internal Revenue Code Section 162(m) as amended, Xu may be awarded a one-time bonus of USD $1 million in fiscal year 2010 (for services rendered in 2009 only) and when earned and payable quarterly, provided that such targets build on and derive benefit from the operating efficiencies and productivity milestones implemented in respect of the $15 million Bonus Pool. A bonus, if any, for services rendered in 2010 or 2011, will be by mutual agreement and in the sole discretion of the Company and upon approval of Parent’s Compensation Committee.

 

4.2

In order to be eligible to receive any bonus or stock deliveries under this clause 4, Xu must be actively employed by Company on the date the bonus and stock deliveries are earned, due, and payable.

 

5.

Expenses

 

5.1

Company shall reimburse Xu in respect of all reasonable business expenses necessarily incurred by Xu in the performance of his duties, provided that any expense claims are supported by relevant documentation and are made in accordance with Company’s expenses policies. For all business-related travel, Xu will be entitled to reimbursement for first class airfare and hotel of his choosing, subject to Xu exercising reasonable judgment in incurring such expenses.

 

6.

Benefits and Vacation

 

6.1

Xu shall be entitled to participate in, and receive benefits as permitted by applicable law under, any pension benefit plan, welfare benefit plan (including, without limitation, health insurance), vacation benefit plan, or other executive benefit plan made available by Company to its senior executives. Any such plan or benefit arrangement may be amended, modified, or terminated by Company from time to time with or without notice to Xu.

 

7.

Termination of Employment

 

7.1

By Xu . Xu may not terminate his employment for any reason prior to full performance and receipt and exchange of all deliveries under the Xu Stockholder Consent Agreements. At any time thereafter, the parties may terminate Xu’s employment upon mutually agreed terms and conditions.

 

    

At any time thereafter, Xu may seek to terminate his employment by choice without any “Good Reason” by giving the Company six (6) months of notice in writing.

 

    

At any time thereafter, Xu may seek to terminate his employment with “Good Reason” by giving to Company no less than sixty (60) days notice in writing, as well as thirty (30) days to cure the problem. If uncured, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent six (6) months’ salary and bonus.

 

    

“Good Reason” shall mean: (a) a material reduction in Xu’s authority, duties, and responsibilities as Chief Executive Officer and President of the Company, or (b) a material breach of this Agreement.

 

7.2

By Company . Company may not terminate Xu’s employment for any reason prior to full performance and receipt and exchange of all deliveries under the Xu Stockholder Consent Agreements. At any time thereafter, the parties may terminate Xu’s employment upon mutually agreed terms and conditions.


    

At any time thereafter, Company may seek to terminate Xu’s employment by choice without “Cause” by giving Xu not less than six (6) months notice in writing. If so, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent twelve (12) months’ salary and bonus.

 

    

At any time thereafter, Company may seek to terminate Xu’s employment with “Cause” by giving Xu no less than sixty (60) days notice in writing, as well as thirty (30) days to cure the problem. If uncured, Xu receives the amount of compensation reached by mutual agreement paid in a lump-sum, but no less than an amount equal to his most recent two (2) months’ salary. “Cause” shall be deemed to exist if Xu shall at any time: (a) commit a material breach of any provision of this Agreement, (b) be guilty of gross negligence in connection with or affecting the business or affairs of the Company, or (c) be convicted of, or plead no contest to, a felony criminal offense.

 

7.3

Death and Disability . Xu’s employment will au


 
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