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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: NUCO2 INC | ERIC M. WECHSLER You are currently viewing:
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NUCO2 INC | ERIC M. WECHSLER

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Title: EMPLOYMENT AGREEMENT
Governing Law: Florida     Date: 9/13/2007

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Exhibit 10.25


                              EMPLOYMENT AGREEMENT

            AGREEMENT dated September 13, 2007, by and between
NUCO2 INC., a
Florida corporation having its principal executive office at 2800
SE Market
Place, Stuart, Florida 34997 (hereinafter referred to as the
"Corporation"), and
ERIC M. WECHSLER, residing at 9550 S. Ocean Drive, Jensen Beach, FL
34957
(hereinafter referred to as the "Executive").

                              W I T N E S S E T H:

            WHEREAS, the Corporation desires to employ the
Executive and the
Executive desires to be employed by the Corporation upon the terms
and subject
to the conditions hereinafter set forth,

            NOW, THEREFORE, in consideration of the mutual
covenants herein
contained and for other good and valuable consideration, it is
agreed as
follows:

                     ARTICLE 1 - EMPLOYMENT TERMS AND DUTIES


            1.1 The Corporation hereby agrees to employ the
Executive and the
Executive agrees to work for the Corporation as its General Counsel
and
Secretary. The Executive shall serve as and perform the duties of
General
Counsel and Secretary of the Corporation during the Term (defined
hereinafter)
of this Agreement.

            1.2 The Executive agrees to devote his full business
time during
regular business hours to working for the Corporation and
performing such duties
as shall from time to time be assigned to him by the Board of
Directors of the
Corporation or the Chief Executive Officer of the Corporation
consistent with
his position as General Counsel and Secretary. During the Term of
his employment
hereunder, the Executive shall have no interest in, or perform any
services
during regular business hours for any other company, whether or not
such company
is competitive with the Corporation, except that this prohibition
shall not be
deemed to apply to passive investments in businesses not
competitive with the
business of the Corporation or to investments of 5% or less of the
outstanding
stock of public companies whose stock is traded on a national
securities
exchange or in the over-the-counter market. For purposes of this
Paragraph l.2,
a "passive investment" shall be deemed to mean investment in a
business which
does not require or result in the participation of the Executive in
the
management or operations of such business except during times other
than regular
business hours and which does not interfere with his duties and
responsibilities
to the Corporation. Nothing contained herein shall limit the right
of the




Executive to make speeches, write articles or participate in public
debate and
discussions in and by means of any medium of communication or serve
as a
director or trustee of any non-competing corporation or
organization, provided
that such activities are not inconsistent with the Executive's
obligations
hereunder.

            1.3 Consistent with the Executive's aforesaid duties
the Executive
shall, at all times during the Term hereof, be subject to the
supervision and
direction of the Board of Directors of the Corporation and the
Chief Executive
Officer with respect to his duties, responsibilities and the
exercise of his
powers.

            1.4 The services of the Executive hereunder shall be
rendered
primarily at the Corporation's principal executive office currently
in Stuart,
Florida; provided, however, that the Executive shall make such
trips outside of
Stuart, Florida as shall be reasonably necessary in connection with
the
Executive's duties hereunder.

            1.5 The term of the Executive's employment hereunder
shall commence
upon the date of this Agreement and such employment shall continue,
except as
otherwise provided herein, through July 30, 2009 (the "Term").

                            ARTICLE 2 - COMPENSATION

            2.1 The Corporation shall pay to the Executive during
the Term of
his employment by the Corporation and the Executive shall accept as
his entire
compensation for his services hereunder:

      (a) A base salary ("Base Salary") at the rate of $258,000 per
annum,
payable in accordance with the Corporation's regular payment
schedule for its
employees. The Base Salary will be reviewed annually and may be
increased from
time to time by the Board of Directors or Chief Executive Officer
of the
Corporation.

      (b) During the Term of this Agreement and subject to the
provisions
hereof, the Executive shall be entitled, commencing with respect to
fiscal year
ending June 30, 2008 (and on each June 30 thereafter during the
Term of this
Agreement), to an annual bonus based upon the relative performance
of the
Corporation and the Executive for the applicable fiscal year. The
bonus may be
comprised of options to purchase shares of the Corporation's common
stock, $.001
par value per share ("Common Stock") granted in accordance with the
provisions
of the Corporation's 2005 Executive Management Stock Option Plan,
and cash
payments, the relative amounts of which will be determined in good
faith by the
Chief Executive Officer, in his sole discretion, and approved by
the


                                       2



Corporation's Board of Directors. The Corporation achieving its
projected EBITDA
and other operating and financial criteria as projected in the
Corporation's
business plan established by its Board of Directors for the
applicable fiscal
year shall be the major considerations in determining the amount of
the annual
bonus. The annual cash bonus will have a target of thirty-five
percent (35%) of
Base Salary ("the "Target Cash Bonus") based on the full
achievement of its
projected EBITDA and other operating and financial criteria as
projected in the
Corporation's business plan approved by the Board of Directors and
the Executive
meeting individual achievement goals recommended by the Executive
and approved
by the Chief Executive Officer. Any Target Cash Bonus earned shall
be paid no
later than August 31st following the end of the applicable fiscal
year.

      (c) The Corporation will reimburse the Executive for his
necessary and
reasonable out-of-pocket expenses incurred in the course of his
employment and
in connection with his duties hereunder.

      (d) The Corporation will provide the Executive with medical
insurance
coverage under the Corporation's group medical insurance policy and
the
Executive shall be entitled to participate in all other health,
welfare,
retirement, disability, and other benefit plans, if any, available
to employees
and senior executives of the Corporation (collectively, the
"Benefit Plans").

      (e) The Executive shall be entitled to paid vacation and/or
sick days
during each twelve (12) month period during the Term of this
Agreement of the
same duration as provided to other executive officers of the
Corporation, but in
no event shall he receive less than four (4) weeks paid vacation
per year.

                             ARTICLE 3 - TERMINATION

            3.1 Except as otherwise provided herein, the Term of
the employment
of the Executive shall terminate:

                (a) automatically upon the death of the Executive
or voluntary
termination of employment by the Executive other than for Good
Reason (as such
term is defined in Paragraph 5.3 below);

                (b) at the option of the Corporation, upon written
notice
thereof to the Executive, in the event that the Executive shall
become
permanently incapacitated (as hereinafter defined);

                (c) at the option of the Corporation, upon thirty
(30) days'
prior written notice thereof to the Executive specifying the basis
thereof, in
the event that the Executive (i) engages in any criminal conduct
constituting a
felony and criminal charges are brought against the Executive by a
governmental


                                       3



authority, (ii) knowingly and willfully fails or refuses to perform
his duties
and responsibilities in a manner consistent with his position and
other officers
of similar position in the Corporation to the reasonable
satisfaction of the
Board of Directors of the Corporation, or (iii) knowingly and
willfully engages
in activities which would constitute a material breach of any term
of this
Agreement, or any applicable policies, rules or regulations of the
Corporation
or results in a material injury to the business condition,
financial or
otherwise, results of operation or prospects of the Corporation, as
determined
in good faith by the Board of Directors of the Corporation
("Cause"), and such
activity is not cured by the Executive within the thirty (30) day
notice period
provided to the Executive. For purposes of this Agreement,
termination pursuant
to this Paragraph 3.1(c) shall be deemed a termination "for cause".

                For purposes of this Agreement, the Executive shall
be deemed
permanently incapacitated in the event that the Executive shall, by
reason of
his physical or mental disability, fail to substantially perform
his usual and
regular duties for the Corporation for a consecutive period of four
(4) months
or for six (6) months in the aggregate in any eighteen (18) month
period;
provided, however, that the Executive shall not be deemed
permanently
incapacitated unless and until a physician, duly licensed to
practice medicine
and reasonably acceptable to the Corporation and the Executive,
shall certify in
writing to the Corporation that the nature of the Executive's
disability is such
that it will continue as a substantial impediment to the
Executive's ability to
substantially perform his duties hereunder.

                (d) At the option of the Corporation within its
sole and
complete discretion upon thirty (30) days' prior written notice.

            3.2  Notwithstanding anything to the contrary contained
herein:

                (a) In the event that the Executive shall die
during the Term of
this Agreement, the Corporation shall, in lieu of any other
compensation payable
hereunder, pay to the beneficiaries theretofore designated in
writing by the
Executive (or to the Executive's estate if no such beneficiaries
shall have been
designated), a sum equal to one hundred percent (100%) of the
compensation
payable to the Executive during the twelve (12) month period
immediately
preceding the Executive's death, payable in twelve (12) equal
monthly


                                       4



installments, without interest, commencing one month following such
death. The
Executive's estate shall retain all stock options vested prior to
his death, if
any. To the extent that the Corporation receives the proceeds on
any life
insurance on the life of the Executive (as provided in Paragraph
3.2(d)) such
proceeds shall be paid, promptly after receipt (but no later than
thirty (30)
days after the Corporation has received such proceeds), to the
beneficiaries
theretofore designated in writing by the Executive (or the
Executive's estate if
no such beneficiaries shall have been designated) to fund the
obligations under
this Paragraph 3.2(a) and shall reduce such obligations on a dollar
for dollar
basis. The balance, if any, due the Executive under this Paragraph
3.2(a) shall
thereafter be paid in twelve (12) equal monthly installments,
without interest,
commencing one month following the Executive's death.

                (b) In the event that the employment of the
Executive shall be
terminated by reason of the Executive becoming permanently
incapacitated, then,
as additional consideration for his past services to the
Corporation, he shall
receive one hundred percent (100%) of his then current annual Base
Salary, in
equal monthly installments, without interest, for a period of
twelve (12) months
from the date of such termination. Such payments shall be in
addition to all
income disability benefits, if any, which the Executive may receive
from
policies provided by or through the Corporation, including
state-required short
term disability. The Executive or, if applicable, his estate shall
retain all
stock options vested prior to his disability, if any.

                (c) In the event of a termination of the
Executive's employment
"for cause" as defined in Paragraph 3.1(c) above or voluntarily by
the Executive
other than for Good Reason, the Executive shall not be entitled to
(i) any
payments other than such compensation as shall have been earned by
him prior to
the date of such termination and not paid as of the date of such
termination, or
(ii) any bonus pursuant to Paragraph 2.1(b). The Executive shall
retain all
stock options vested prior to the termination of his employment.

                (d) In the event that the Corporation shall desire
to fund the
death benefits payable under Paragraph 3.2(a) above with a policy
or policies of
insurance on the life of the Executive or the disability benefits
payable under
Paragraph 3.2(b) above with a disability policy, the Executive
shall cooperate
with the Corporation in obtaining such insurance policy(ies) and
shall submit to
such medical examinations and execute such documents as may be
required in
connection with the obtaining of such insurance.

                (e) In the event the Executive's employment is
terminated at the
discretion of the Corporation pursuant to Paragraph 3.1(d), he will
be paid one
(1) year's current Base Salary in equal quarterly installments
during the one
(1) year following the termination of employment and shall retain
all stock
options which vested prior to the termination of his employment.


                                       5



                (f) In the event of any termination of the
Executive's
employment pursuant to this Article 3 other than "for cause" as
defined in
Paragraph 3.1(c), the Executive and/or his dependents and
beneficiaries shall
continue to participate during the applicable period of salary
continuation in
all medical insurance and related benefits provided by the
Corporation on the
same basis as prior to the date of his termination.

                        ARTICLE 4 - RESTRICTIVE COVENANTS

            4.1 CONFIDENTIAL INFORMATION.

                The Executive acknowledges that, because of his
duties and his
position of trust under this Agreement, he will become familiar
with trade
secrets and other confidential information (including, but not
limited to,
operating methods and procedures, secret lists of actual and
potential sources
of supply, customers and employees, costs, profits, markets, sales
and plans for
future developments) which are valuable assets and pr

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