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Exhibit 10.28
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement between China Water and
Drinks, Inc. ("Company"), a wholly-owned subsidiary of Heckmann
Corporation ("Parent") , and Jack Guo ("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, Finance
and Chief Financial Officer of Company. Executive’s duties
shall include, but not be limited to, those typical of the chief
financial officer of a significant operating subsidiary, 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
Kowloon, China, 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 $150,000 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 35% 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 25% 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 Company’s President
and approved by the Compensation Committee of the Board of
Directors of Parent.
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4.3
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Executive shall receive a grant of
125,000 restricted shares of Parent company stock, of which
two-thirds shall vest on the first business day following the
Parent’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 Parent’s restricted stock plan shall be
approved at the Parent’s 2009 Annual Meeting of
Stockholders.
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4.4
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Executive shall be eligible to
receive two (2) additional grants of Parent company restricted
shares, as follows: (a) a grant of 125,000 restricted shares
if Parent common stock trades at or above US$12 per share for
twenty (20) trading days during any thirty
(30) consecutive calendar day period, and (b) a grant of
125,000 restricted shares if Parent common stock trades at or above
US$18 per share for twenty (20) trading days during
any
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1
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thirty (30) consecutive
calendar day period. 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 Parent’s restricted
stock plan shall be approved at the Parent’s 2009 Annual
Meeting of Stockholders, or subsequent stockholder meetings as
applicable.
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5.
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Expenses; Housing
Stipend
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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
expense policies. For all business-related travel, Executive will
be entitled to reimbursement pursuant to the Company’s travel
policies. As a housing stipend, Company shall reimburse Executive
the sum of USD$5,000 per month during any Term of this Agreement,
it being understood and agreed that the stipend shall not exceed
USD$60,000 per annum.
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 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
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