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Exhibit 10.34
AGREEMENT
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THIS AGREEMENT (the "Agreement") is made and entered into as of this
20th day of January, 2000, by and between Waterlink, Inc., a Delaware
corporation (the "Company"), and Michael J. Vantusko ("Vantusko") and is
effective as of February 1, 2000 (the "Effective Date").
W I T N E S S E T H :
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WHEREAS, Vantusko is employed by the Company as Chief Financial Officer
pursuant to that certain Employment Agreement (the "Employment Agreement") dated
May 23, 1997 by and between Vantusko and the Company;
WHEREAS, the parties desire to terminate the Employment Agreement
effective on the Effective Date; and
WHEREAS, the Company desires to retain Vantusko's services as a
consultant through May 31, 2000.
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:
1. TERMINATION OF EMPLOYMENT. The Company and Vantusko hereby agree that
effective on the Effective Date, (i) Vantusko's employment with the Company and
all subsidiaries of the Company will, without further action on the part of
either party hereto, terminate, his position as Chief Financial Officer of the
Company will terminate as of the date hereof and (ii) the Employment Agreement
will be terminated and as of and subsequent to such date will be of no further
force or effect. As of the Effective Date and through May 31, 2000, Vantusko
shall provide consulting services to the Company, at mutually agreeable times,
respecting operations and financial matters; provided that the provision of such
services will not interfere with Vantusko's pursuit or performance of other
consulting or employment services. Both parties agree that effective on and as
of the date hereof, all actions relating to the hiring by the Company of a new
Chief Financial Officer as of the date hereof shall not change any rights or
obligations of the parties hereto to each other.
2. COMPENSATION.
2.1 TERMINATION PAYMENT. The Company shall pay to Vantusko in
semi-monthly installments commencing February 1, 2000 and through May
31, 2000 (the "Consulting Period") compensation at the annual rate
equal to Vantusko's current base compensation. The payments described
in this Section 2.1 are collectively referred to as the "Consulting
Payments." In the event of Vantusko's death prior to his receipt of the
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Consulting Payments, the Company shall continue paying the Consulting
Payments to Vantusko's heirs or estate in the installments referred to
in this Section.
2.2 BENEFITS. The Company agrees to maintain in full force and
effect, for the continued benefit of Vantusko (and, in the event of his
death, of his surviving spouse), until the earlier to occur of (i) the
end of the Consulting Period and (ii) the date upon which Vantusko
commences full-time employment (the earlier of such periods being
referred to herein as the "Benefits Period"), all benefits and
perquisites provided to him prior to the Effective Date (other than
disability benefits, which shall not be provided), including all
medical, dental, hospitalization, health and accident insurance
benefits, plans or programs in which Vantusko (or, in the case of his
death, his surviving spouse) was entitled to participate immediately
prior to the Effective Date (collectively, the "Medical Programs");
provided, however, that if, upon Vantusko's commencement of full-time
employment during the Consulting Period, he shall not be eligible to
immediately participate in such new employer's medical, dental,
hospitalization, health and accident insurance benefits or if such
programs shall exclude, or limit benefits with respect to pre-existing
conditions, then Vantusko shall continue to be covered by the Medical
Programs until the earlier of (i) the conclusion of the Consulting
Period and (ii) the date upon which Vantusko may participate in such
new employer's programs without any such limitations or restrictions..
Neither the Consulting Period nor the Benefits Period extends any
"COBRA" coverage period. In the event that Vantusko's participation in
any of the Company's benefits, plans or programs is barred, the Company
shall arrange to provide Vantusko with benefits substantially similar
to those which Vantusko would otherwise have been entitled to receive
under such plans and programs. The Company shall also maintain for
Vantusko, for a period of five (5) years after the Effective Date, a
directors' and officers' liability insurance policy not less favorable
than any policy that the Company maintains for its directors and
executive officers in general.
2.3 STOCK OPTIONS. In connection with his employment with the
Company, Vantusko has been granted stock options to purchase 270,000
shares (the "Option Shares") of the common stock of the Company (the
"Stock Options") under the Company's 1995 Stock Option Plan and the
Company's 1997 Omnibus Incentive Plan (collectively, the "Plans"),
pursuant to Stock Option Agreements between Vantusko and the Company
(the "Stock Option Agreements"). Vantusko shall be entitled to exercise
those Stock Options that are so specified on Exhibit A attached hereto
until the close of business on September 30, 2002 (the "Exercise
Period") without regard to the vesting criteria or other terms
otherwise contained therein or in the Plans. The Company agrees that at
all times during the Exercise Period, the acquisition by Vantusko of
the Option Shares specified on Exhibit A shall be registered under a
registration statement on Form S-8 or other appropriate form (a
"Registration Statement") filed with and declared effective by the
Securities and Exchange Commission (the "SEC") and the Company shall
take all action that may be necessary to (i) cause the Registration
Statement to remain effective and to otherwise comply with all
applicable laws and regulations and (ii) permit the sale by Vantusko,
without any limitation as to volume (other than as may be applicable to
"affiliates" pursuant to Rule 144
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promulgated under the Securities Act of 1933), of the Option Shares so
specified on Exhibit A. To the extent that a Registration Statement is
not effective or does not contain all information required to be
disclosed therein at any time during the Exercise Period, the Exercise
Period shall be extended by the number of days during such period that
such Registration Statement was not effective or did not contain all
information required to be disclosed therein. The other Stock Options
granted to Vantusko which are not specified on the attached Exhibit A
shall terminate and be of no further force and effect as of the close
of business on the Effective Date.
3. CONFIDENTIAL INFORMATION.
3.1 Vantusko hereby acknowledges that, in the course of his
employment by the Company, he has had access to secret and confidential
information which relates to or affects all aspects of the business and
affairs of the Company, its subsidiaries, affiliates or divisions, and
which are not available to the general public ("Confidential
Information"). Without limiting the generality of the foregoing,
Confidential Information shall include information relating to
inventions developments, specifications, technical and engineering
data, information concerning the filing or pendency of patent
applications, business ideas, trade secrets, products under
development, production methods and processes, sources of supply,
marketing plans, and the names of any customers or prospective
customers or of any persons who have or shall have traded or dealt with
the Company. Accordingly, Vantusko agrees that he will not disclose or
furnish any Confidential Information to any person, firm, corporation
or other entity without the express prior written consent of the
Company. Notwithstanding the foregoing, the term Confidential
Information shall not include information or data which (i) is now or
hereafter in the public domain, other than as a result of the breach of
this Section 3 by Vantusko, (ii) prior to the date of commencement of
Vantusko's employment by the Company was known to Vantusko, (iii) is,
after the Effective date, lawfully acquired by Vantusko from a third
party who, to Vantusko's knowledge, is not prohibited from disclosing
such data or information to Vantusko or (iv) is required to be
disclosed by court order or other legal process. In the event that
Vantusko receives a request or demand to disclose all or any part of
the Confidential Information under the terms of a subpoena or order
issued by a court of competent jurisdiction or otherwise, Vantusko
agrees to (x) promptly notify the Company of the existence, terms and
circumstances surrounding such a request so that the Company may seek a
protective order or other appropriate relief or remedy and (y) if
disclosure of such information is required, disclose such information
and, subject to reimbursement by the Company of Vantusko's expenses,
cooperate with the Company in its efforts to obtain an order or other
reliable assurance that confidential treatment will be accorded to such
portion of the disclosed information which the Company so designates.
3.2 Vantusko hereby acknowledges and agrees that any and all
models, prototypes, notes, memoranda, notebooks, drawings, records,
plans, documents or other material in physical form which contain or
embody Confidential Information, whether
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created or prepared by Vantusko or by others ("Confidential
Materials"), which are in Vantusko's possession or under his control,
are the sole property of the Company. Accordingly, Vantusko hereby
represents that Vantusko has returned to the Company all Confidential
Materials and all copies thereof in his possession or under his control
and has not retained any copies of Confidential Materials.
4. NON-COMPETITION.
4.1 Vantusko agrees that for a period commencing on the date
hereof and concluding upon the earlier to occur of (a) September 30,
2000 and (b) the date subsequent the Effective Date upon which the
Company is in material breach of any material provision of this
Agreement (provided that Vantusko notifies the Company in writing of
such breach and the Company does not cure such breach within ten (10)
days of the receipt of such notice from Vantusko), Vantusko shall not
own, manage, operate, control or participate in the ownership,
management, operation or control or be employed by or connected in any
manner with, any business, firm or corporation which is or may be in
competition with the business of the Company, its subsidiaries,
affiliates or divisions as such business is constituted on the
Effective Date.
4.2 Anything to the contrary herein notwithstanding, the
provisions of this Section 4 shall not be deemed violated by the
purchase and/or ownership by Vantusko of shares of any class of equity
securities (or options, warrants or rights to acquire such securities,
or any securities convertible into or exchangeable or exercisable for
such securities) (x) of the Company (or any successor thereto) or, (y)
representing (together with any securities which would be acquired upon
the exercise of any such options, warrants or rights or upon the
conversion of any other security convertible into or exchangeable or
exercisable for such securities) three percent (3%) or less of the
outstanding shares of any such class of equity securities of any issuer
whose securities are traded on a national securities exchange or listed
by NASDAQ, the National Quotation Bureau Incorporated or any similar
organization; provided, however, that Vantusko shall not be otherwise
connected with or active in the business of the issuers described in
this Section 4.2
5. REMEDY FOR BREACH. Vantusko hereby acknowledges that in the event of any
breach or threatened breach by him of any of the provisions of Sections 3 or 4
of this Agreement, the Company would have no adequate remedy at law and could
suffer substantial and irreparable damage. Accordingly, Vantusko hereby agrees
that, in such event, the Company shall be entitled, and notwithstanding any
election by the Company to claim damages, to obtain a temporary and/or permanent
injunction to restrain any such breach or threatened breach or to obtain
specific performance of any such provisions, all without prejudice to any and
all other remedies which the Company may have at law or in equity.
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6. REPRESENTATIONS AND WARRANTIES.
6.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby represents and warrants that:
(a) It has the full power and authority to consummate
all transactions required of it by this Agreement. It has duly
authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement and
this Agreement, when duly authorized, executed and delivered
by Vantusko will constitute a legal, valid and binding
obligation, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws now or hereafter in
effect relating to creditors' rights generally and by
equitable principles of general application (regardless of
whether considered in a proceeding in equity or at law) and
the discretion of the court before which any such proceeding
may be brought;
(b) Neither the execution and delivery of this
Agreement, the consummation of the transactions required of it
herein, nor the fulfillment of, or compliance with, the terms
and conditions of this Agreement will conflict with, or result
in, a breach of any of the terms, conditions or provisions of
its charter or by-laws or any material agreement or instrument
to which it is now a party or by which it is bound or
constitute a material default or result in an acceleration
under any of the foregoing, or result in the violation of any
law, rule, regulation, order, judgment or decree to which it
or its property is subject;
(c) There is no litigation pending or, to its
knowledge, threatened, which if determined adversely to it,
would adversely affect the execution, delivery or
enforceability of this Agreement, or its ability to perform
its obligations in accordance with the terms hereof, or which
would have a material adverse effect on its financial
condition; and
(d) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by it of, or compliance by
it with, this Agreement.
6.2 REPRESENTATIONS AND WARRANTIES OF Vantusko. Vantusko
hereby represents and warrants that:
(a) He has the full power and authority to consummate
all transactions required of him by this Agreement. He has
duly authorized the execution, delivery and performance of
this Agreement, has duly executed and delivered this Agreement
and this Agreement, when duly authorized, executed and
delivered by the Company will constitute a legal, valid and
binding obligation, enforceable against him in
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accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws now or
hereafter in effect relating to creditors' rights generally
and by equitable principles of general application (regardless
of whether considered in a proceeding in equity or at law) and
the discretion of the court before which any such proceeding
may be brought;
(b) Neither the execution and delivery of this
Agreement, the consummation of the transactions required of
him herein, nor the fulfillment of, or compliance with, the
terms and conditions of this Agreement will conflict with, or
result in, a breach of any of the terms, conditions or
provisions of any material agreement or instrument to which he
is now a party or by which he is bound or constitute a
material default or result in an acceleration under any of the
foregoing, or result in the violation of any law, rule,
regulation, order, judgment or decree to which he or his
property is subject;
(c) There is no litigation pending or, to his
knowledge, threatened, which if determined adversely to him,
would adversely affect the execution, delivery or
enforceability of this Agreement, or its ability to perform
his obligations in accordance with the terms hereof, or which
would have a material adverse effect on his financial
condition; and
(d) No consent, approval, authorization or order of
any court or governmental agency or body is required for the
execution, delivery and performance by him of, or compliance
by him with, this Agreement.
7. RELEASE.
7.1 Vantusko, for himself and his heirs, personal
representatives and members of his immediate family, voluntarily
releases and forever discharges the Company, its affiliates, and its
and their respective officers, directors, employees, agents, advisors,
stockholders, successors and assigns, both individually and in their
official capacities with the Company and/or its affiliates, of and from
any and all actions or causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, covenants, claims, charges,
complaints, contracts, agreements, trespasses, damages, judgments,
commissions, executions, demands and promises whatsoever, in law or
equity, which Vantusko, his heirs, executors, administrators,
successors and assigns may now have or hereafter can, shall or may have
for, upon, or by reason of any and all matters arising out of his
relationship with the Company and/or its affiliates, and including, but
not limited to, any claims regarding any alleged violation of Title VII
of the Civil Rights Act of 1964, the Employee Retirement Income
Security Act of 1974, the Age Discrimination in Employment Act of 1967
as amended, 42 U.S.C. Section 1981, Ohio Revised Code Section
4112.02(A) and (N), the Vocational Rehabilitation Act, the Equal Pay
Act of 1963, the National Labor Relations Act and any other alleged
violation of any local, state or federal statutory or common law,
regulation or
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ordinance, and/or public policy, contract or tort law, having any
bearing whatsoever on his relationship with the Company and/or its
affiliates, including, without limitation, the terms and conditions
and/or cessation of his employment or the termination of the Employment
Agreement; provided however, that notwithstanding the foregoing
provisions of this release, this release shall not apply to and
Vantusko reserves the following (i) any rights, claims and causes of
action he may have arising out of or resulting from the non-performance
or breach of the terms and conditions of this Agreement and (ii) any
right, claims and causes of action that Vantusko may acquire solely as
a stockholder or option holder of the Company and only with respect to
matters arising after the Effective Date; provided, however, that
Vantusko may only join in, but may not initiate, any stockholder class
action or stockholder derivative lawsuit against, or in the name of, as
the case may be, the Company. This release is for any relief, no matter
how denominated, including but not limited to wages, back pay, front
pay, compensatory damages or punitive damages. Vantusko understands,
acknowledges and agrees that by signing this Agreement, he is waiving
the right to recover in any proceeding he may bring before the U.S.
Equal Employment Opportunity Commission or in any proceeding brought by
the U.S. Equal Employment Opportunity Commission on his behalf.
Vantusko further agrees that he will not file or permit to be filed on
his behalf any such claim.
7.2 The Company voluntarily releases and forever discharges
Vantusko of and from any and all actions or causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills,
covenants, claims, charges, complaints, contracts, agreements,
trespasses, damages, judgments, commissions, executions, demands and
promises whatsoever, in law or equity, which the Company may now have
or hereafter can, shall or may have for, upon, or by reason of any and
all matters arising out of Vantusko's relationship with the Company
and/or its affiliates, and including as an officer, director, employee
and stockholder of the Company and/or its affiliates, and including,
but not limited to, all claims for officer loans and advances made to
Vantusko; provided, however, that notwithstanding the foregoing
provisions of this release, the Company hereby reserves any rights,
claims and courses of action it may have arising out of or resulting
from breach of the terms and conditions of this Agreement. The Company
further agrees to defend, indemnify and hold Vantusko absolutely
harmless from any and all claims asserted in the future by any person
arising out of, or in any way connected to, Vantusko's employment
relationship with the Company, excluding claims by Vantusko or the
Company against the other with respect to this Agreement or the
Employment Agreement.
8. RIGHT TO CONSIDER AND REVOKE.
8.1 The Company agrees that Vantusko may consider whether to
agree to the terms and conditions contained herein for a period of
twenty-one (21) days after the date the Company executes this
Agreement. Accordingly, Vantusko may execute and return a countersigned
copy of this Agreement to the Company on or prior to February 11, 2000
to acknowledge his understanding of and agreement with the foregoing.
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8.2 This Agreement will become effective, enforceable and
irrevocable seven (7) days after the date on which Vantusko executes
it. During the seven-day period ending on such Date, Vantusko may
revoke his agreement to accept the terms hereof by so indicating in
writing to the Company hereunder, whereupon this Agreement will
terminate and be of no force and effect.
9. NON-DISCLOSURE OF AGREEMENT. Vantusko and the Company mutually agree not to
disclose, either directly or indirectly, any information whatsoever regarding
the existence or substance of this Agreement to any person or organization,
except as may be required by the securities laws or other relevant law. The
provisions of this Section 9 specifically exclude members of Vantusko's
immediate family, his and the Company's respective legal counsel and accountants
(each of which will be advised of the confidential nature, and the prohibition
on the disclosure of, terms and provisions of this Agreement) and include, but
are not limited to, members of the media, members of the financial community,
present and former employees (excluding current executive officers and directors
of the Company), customers and suppliers of, and lenders to, the Company, its
affiliates and other members of the public.
10. NON-DISPARAGEMENT. Vantusko and the Company mutually agree not to make any
statements, in writing or otherwise, that may disparage the reputation or
character of the other party hereto (and, with respect to the Company and its
affiliates, its and their respective officers, directors, employees and agents),
at any time from and after the date hereof for any reason whatsoever, except in
connection with any litigation or administrative proceedings by or between
Vantusko and the Company. Vantusko and the Company each acknowledge that, to the
date hereof, he or it, as appropriate, has not made disparaging remarks
regarding the other.
11. KNOWLEDGE AND CONSENT OF PARTIES. The parties hereto mutually warrant and
represent that they have read and understand this Agreement and that this
Agreement is executed voluntarily and without duress or undue influence on the
part of or on behalf of either party hereto. The parties hereby acknowledge that
they have been represented in negotiations and for the preparation of this
Agreement by counsel of their own choice; that they have read this Agreement;
and that they are fully aware of the contents of this Agreement and of the legal
effect of each and every provision hereof. It is acknowledged and agreed by each
of the parties to this Agreement that each of the parties has participated in
the drafting of this Agreement and that any claimed ambiguity should not be
construed for or against any such party on account of such drafting.
12. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered personally or sent by
registered or certified mail (return receipt requested), postage prepaid, or by
telecopy (immediately followed by telephone confirmation of delivery of such
telecopy with the intended recipient of such notice and by notice in writing
sent promptly by registered or certified mail as provided above) to the parties
to this Agreement at the following addresses or at such other address for a
party as shall be specified by like notice:
To the Company: Waterlink, Inc.
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4100 Holiday Street, N.W.
Canton, OH 44718-2532
Telephone: (330) 649-4000
Telecopy: (330) 649-4008
Attention: President
With copies to: Ira Kaplan, Esq.
Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP America Building
200 Public Square
Cleveland, OH 44114-2378
Telephone: (216) 363-4500
Telecopy: (216) 363-4588
To Vantusko: Michael J. Vantusko
8594 Somerset Drive
Broadview Heights, OH 44147
Telephone: (440) 582-3916
Telecopy: (440) 582-3932
With a copy to: Scott Zimmerman, Esq.
Shereff, Friedman, Hoffman & Goodman LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 891-9379
Telecopy: (212) 891-9598
All such notices and communications shall be deemed to have been
received on the date of personal delivery, on the date that the telecopy is
confirmed as having been received or on the third business day after the mailing
thereof, as the case may be.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties hereto with respect to the matters contemplated herein and supersedes
all prior agreements or understandings among the parties related to such
matters. Vantusko and the Company mutually agree to deliver all such other
documents and to do and perform all such other acts as may be reasonably be
required from time to time in connection with this Agreement.
14. BINDING EFFECT; THIRD PARTY BENEFICIARIES. Except as otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns and upon Vantusko. "Successors and
Assigns" shall mean, in the case of the Company, any successor pursuant to a
merger, consolidation, or sale, or other transfer of all or substantially all of
the assets of the Company. The Company shall require any successor (whether
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direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Vantusko, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement. As used in this
Agreement, "Company" shall mean Waterlink, Inc. and any successor to its
business and/or assets.
15. NO ASSIGNMENT. This Agreement may not be assigned by Vantusko, but may be
assigned by the Company to any affiliate thereof and to any successor to its
business or the purchaser of all or substantially all of its assets.
16. AMENDMENT OR MODIFICATION; WAIVER. This Agreement may be amended,
superseded, canceled, renewed or extended, and the terms hereof may be waived,
only by a written instrument signed by all parties hereto. Except as otherwise
specifically provided in this Agreement, no waiver by either party hereto of any
breach by the other party hereto of any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of a similar or
dissimilar provision or condition at the same or at any prior or subsequent
time.
17. ADMISSION; EVIDENCE. The execution of this Agreement shall not be deemed an
admission of any wrongdoing, liability or unlawful conduct on the part of
Vantusko and/or the Company, its affiliates, divisions, officers, employees,
agents, successors or assigns. Neither this Agreement nor any portion hereof
shall be admissible evidence in any proceeding whatsoever involving any party
other than Vantusko, the Company or their representatives or successors hereto.
18. FEES AND EXPENSES. The Company will reimburse Vantusko for the reasonable
attorney's fees incurred by him in connection with the negotiation and
preparation of this Agreement. If either party institutes any action or
proceedings to enforce any rights the party has under this Agreement, or for
damages by reason of any alleged breach of any provision of this Agreement, or
for a declaration of each party's rights or obligations hereunder or to set
aside any provision hereof, or for any other arbitral or judicial remedy, each
party shall be responsible for its own costs and expenses incurred thereby,
including but not limited to, attorneys' fees and disbursements.
19. GOVERNING LAW; ARBITRATION. The validity, interpretation, construction,
performance and enforcement of this Agreement shall be governed by the internal
laws of the State of Ohio, without regard to its conflicts of law rules. Any
controversy or claim arising out of or relating to this Agreement, shall be
settled by arbitration in accordance with the rules of the American Arbitration
Association, and judgment upon such award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. The arbitration shall be held
in Cleveland, Ohio or such other place as may be agreed upon at the time by the
parties to the arbitration.
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20. TITLES. Titles to the Sections and subsections in this Agreement are
intended solely for convenience and no provision of this Agreement is to be
construed by reference to the title of any Section.
21. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
which together shall constitute one agreement. It shall not be necessary for
each party to sign each counterpart so long as each party has signed at least
one counterpart.
22. SEVERABILITY. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms and provisions of
this Agreement in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
WATERLINK, INC.
By: /s/ T. Scott King
-----------------------------
Name: T. Scott King
Title: President
/s/ Michael J. Vantusko
-----------------------------
Michael J. Vantusko
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EXHIBIT A
1. 75,000 shares, granted January 2, 1997
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