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Exhibit 10.26
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement between Heckmann Corporation
("Company"), and Donald G. Ezzell ("Executive") is made effective
on this 15 th day
of November 2008 ("Agreement"). Company and Executive hereby agree
to the employment of Executive by Company on the following terms
and conditions:
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1.
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Commencement and Term of
Agreement
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Executive’s employment under this Agreement
will commence on November 15, 2008, and continue unless
earlier terminated pursuant to the provisions of this Agreement.
The term of the Agreement shall be extended daily so that the
remainder of the term is one (1) year (the "Term"). The Term
may be modified or extended by mutual agreement.
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2.
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Positions and
Appointments
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Executive shall serve as Vice President, General
Counsel, and Secretary of the Company and its subsidiaries.
Executive’s duties shall include, but not be limited to,
those typical of the chief legal officer and corporate secretary of
a New York Stock Exchange listed company, and such other duties as
may be required by the Company from time to time consistent
therewith, or where not, by agreement between the parties hereto.
Executive shall perform his duties during reasonable business hours
from the Company’s offices in Palm Desert, California, or
with the Company’s consent, from his home office. Executive
may be required to travel occasionally and/or for extended,
reasonable periods of time for business purposes, including to any
other office maintained by the Company.
Company will pay Executive a base salary in cash
of $175,000 per annum from which tax and other withholdings will be
deducted, paid in equal bi-monthly installments. Executive’s
base salary may be changed by mutual agreement at any time during
the Term.
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4.
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Bonus and Equity Incentive
Holdings
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4.1
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Executive shall receive a guaranteed
bonus equal to 30% of base salary, payable by Company on an annual
basis, from which tax and other withholdings will be
deducted.
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4.2
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Executive shall also receive a
discretionary bonus equal to 30% of base salary, payable by Company
on an annual basis, from which tax and other withholdings will be
deducted. This separate discretionary bonus shall be based on
Executive’s individual contribution and the performance
metrics determined and recommended by the Chief Executive Officer
and approved by the Compensation Committee of the Board of
Directors of the Company.
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4.3
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Executive shall receive a grant of
125,000 restricted shares of Company stock, of which two-thirds
shall vest on the first business day following the Company’s
2009 annual meeting of stockholders, and the remaining one-third
shall vest on April 15, 2010. Issuance of the restricted
shares is subject to obtaining stockholder approval of such grant
as required by the rules of the New York Stock Exchange. The
Company’s restricted stock plan shall be approved at the
Company’s 2009 Annual Meeting of Stockholders.
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4.4
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Executive shall be eligible to
receive an executive level grant of stock options pursuant to the
terms and
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1
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conditions of the Company’s
2009 Equity Incentive Plan. The Company’s 2009 Equity
Incentive Plan shall be approved at the Company’s 2009 Annual
Meeting of Stockholders.
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Company shall reimburse Executive in respect of
all reasonable travelling, accommodation, marketing, entertainment,
and other similar out-of-pocket business expenses necessarily
incurred by Executive in the performance of his duties, provided
that any expense reimbursement claims are supported by relevant
documentation and are made in accordance with Company’s
expenses policies. For all business-related travel, Executive will
be entitled to reimbursement pursuant to the Company’s travel
policies.
Executive 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 including 15
paid vacation days per annum, 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
Executive.
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7.
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Termination of
Employment
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Executive may seek to terminate his employment by
choice without any "Good Reason" by giving the Company one
(1) month of notice in writing. If so, he receives only the
base salary, pro rata bonus, and pro rata lapse of all restrictions
on stock and vesting of equity grants applicable through his final
day of service.
Executive may seek to terminate his employment with "Good
Reason" by giving to Company thirty (30) days notice in
writing, and Company shall have thirty (30) days after said
notice to cure the problem. If uncured, Executive 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’ base salary, bonus, and pro rata
vested stock. Executive shall also remain covered by the
Company’s health benefits plan for twelve
(12) months.
"Good Reason" shall mean: (a) a material change in
Executive’s authority, duties, and executive responsibilities
with the Company, or (b) a material change in
Executive’s authority, duties, and executive responsibilities
combined with a "Change of Control" (as defined below), or
(c) a change in direct reporting to anyone other than the
Chief Executive Officer, or (d) a material breach of this
Agreement.
Company may seek to terminate Executive’s
employment by choice without "Cause" by giving Executive not less
than thirty (30) days notice in writing. If so, Executive
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, bonus, and the lapse
of all restrictions on stock and full vesting of all equity grants.
Executive shall also remain covered by the Company’s health
benefits plan for twelve (12) months.
Company may seek to terminate Executive’s employment with
"Cause" by giving Executive no less than thirty (30) days
notice in wr
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