Exhibit 10.29
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive
Employment Agreement between Heckmann Corporation
(“Company”) and J. John Cheng (“Executive”)
is made effective on this 12 th day of January 2009
(“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 January 12, 2009, 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 President
of Heckmann Corporation, China Division. Executive’s duties
shall include, but not be limited to, those typical of the
president of an operating division as well as other duties as may
be required by the Company from time to time consistent therewith,
or where not, by agreement between the parties hereto, and he shall
devote substantially all his business time to the position.
Executive shall perform his duties during reasonable business hours
from the Company’s offices in Hong Kong, or the
Company’s offices in the People’s Republic of 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 US$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 one-third shall vest on the first business day following the
Company’s 2009 annual meeting of stockholders, one-third
shall vest on April 15, 2010, and one-third shall vest on
April 15, 2011. 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 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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1
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. Separate from reimbursed business
travel by Executive in the performance of his duties, each year the
Company shall reimburse Executive for three (3) round-trip
coach class air fare tickets between the United States and China.
Company shall reimburse Executive the sum of USD$4,000 per month
during any Term of this Agreement, it being understood and agreed
that the stipend shall not exceed USD$48,000 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 three (3) months 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 reduction or addition in
Executive’s authority, duties, and executive responsibilities
with the Company, or (b) a material reduction or addition 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.