Exhibit 10.8
EMPLOYMENT
AGREEMENT
THIS AGREEMENT is made effective as
of the 4 th day of October 2005, by and among
Compression Polymers Holding Corporation, a Delaware Corporation (
“CPH” ), and its wholly owned
subsidiaries, Compression Polymers Corp., a Delaware corporation (
“CPC” ), and Vycom Corp., a Delaware
corporation ( “Vycom” ) (CPC and Vycom,
collectively, the “Employers” and
individually an “Employer” ), and Scott
Harrison ( “Executive” ).
RECITALS
WHEREAS, Executive desires to be
employed by the Employers; and
WHEREAS, Employers desire to employ
the Executive and to utilize his management services as indicated
herein, and Executive has agreed to provide such management
services to Employers; and
WHEREAS, as a condition precedent
and a material inducement for Employers to employ and pay
Executive, Executive has agreed to execute this Agreement and be
bound by the provisions herein; and
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the parties hereto agree as
follows:
PROVISIONS
1.
Term and
Duties . Employers hereby agree to
employ Executive as the Vice President - Finance commencing on
November 1, 2005 (the “ Start Date ”
) and continuing
for a period of three (3) years (the “Initial Term”
) or until
terminated in accordance with this Section 1 or
Section 5. Unless terminated by written notice delivered at
least thirty (30) days prior to the expiration of the Initial Term,
Executive’s employment shall continue for successive one
(1) year terms (each one (1) year term hereinafter
referred to as a “Subsequent Term”
and together with
the Initial Term, the “Term” ) until terminated by written
notice delivered at least thirty (30) days prior to the expiration
of the Subsequent Term. Subject to the provisions of this
Agreement, during the Term, Executive shall devote his best efforts
and abilities to the performance of Executive’s duties on
behalf of Employers, including treasury, accounting, audit,
investor relations, human resources and information technology
functions, and to the promotion of their interests consistent with
and subject to the direction and control of the Board of Directors
of each Employer (the “Board” ). Executive shall devote
substantially all of his business time, energies, attention and
abilities to the operation of the business of Employers
and
shall not be actively
involved in any other trade or business or as an employee of any
other trade or business.
2.
Compensation
During Term.
(a)
Base
Compensation . In consideration of the
services to be rendered by Executive during the Term, Employers
shall pay to Executive, in the aggregate, an annual base salary of
$125,000 ( “Base
Compensation” ), payable bi-weekly and
prorated for any partial employment period.
(b)
Bonus . Subject only to the
limitations set forth in this Agreement, commencing with the fiscal
year beginning January 1, 2006, Executive shall be entitled to
receive an annual incentive bonus (the “Incentive Bonus”
)
based upon the
achievement of certain personal and Employer performance goals as
the Compensation Committee of the Board (the “Compensation Committee”
) shall
determine. For each such fiscal year, the maximum Incentive Bonus
shall be 20% of Executive’s then-current Base Compensation.
Each Incentive Bonus shall be paid no later than 60 days following
the end of the fiscal year to which it relates.
(c)
Promotion
.
At such time as
the Executive may become the Employers’ Chief Financial
Officer, the Base Compensation shall be $160,000 and the maximum
Incentive Bonus shall be 30% of Base Compensation and the Executive
shall be entitled to purchase an additional 200 class B units
of limited partnership interests of Compression Polymers Holding I
LP ( “CPH
I” ) for an aggregate purchase
price of $2,000 and otherwise on the same terms and conditions as
set forth in the subscription agreement referred to in
Section 4 hereof (including the rights of optional redemption
and the reference dates therefor set forth in Section 3 of
such subscription agreement).
3.
Benefits
.
(a)
Executive shall
be eligible to participate in such benefit programs offered by each
Employer (other than bonus plans), such as health, dental, life
insurance, vision, vacations and 401(k), as are offered to
similarly-situated employees (except in the case of equity-based
incentive plans where awards are subject to the approval of the
Board or a committee thereof) and in each case no more favorable
than the terms of benefits generally available to the employees of
Employers (based on seniority and salary level), subject in each
case to the generally applicable terms and conditions of the plan,
benefit or program in question.
(b)
On or before the
Start Date, the Employers shall pay to the Executive a lump-sum
amount of $15,000 to cover expenses incurred in connection with
relocating his residence. In addition, during the first year of the
Term, Executive shall be reimbursed for 90 days’ temporary
living expenses and the cost of moving his household
goods.
2
4.
Equity
Participation .
On the date
hereof Executive is purchasing class B units of limited
partnership interests of CPH I pursuant to and in accordance with
the terms of the subscription agreement between Executive and CPH I
entered into on the date hereof.
5.
Termination
.
Executive’s employment shall terminate upon the first to
occur of the following (each, a “Termination Date”
)
:
(a)
The expiration of
the Term;
(b)
Executive’s
death or disability (mentally, physically or emotionally), so that
Executive cannot substantially perform his duties hereunder
for a period of ninety (90) consecutive days or for one hundred
eighty (180) days during any 365 day period during the
Term;
(c)
Executive’s
voluntary termination of his employment for any reason, upon not
less than 10 business days’ written notice to Employers;
provided, however, that any termination by Executive pursuant to
Section 5(f) shall not be treated as a voluntary
termination under this Section 5(c);
(d)
Employers’
termination of Executive’s employment for Cause (as
hereinafter defined);
(e)
Employers’
termination of Executive’s employment without Cause (as
hereinafter defined);
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