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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-3
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AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 15, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26508
PURETEC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 22-3376449
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(State of Incorporation) (I.R.S. Employer Identification No.)
65 Railroad Avenue, Ridgefield, New Jersey 07657
(Address of principal executive offices and zip code)
(201) 941-6550
(Registrant's telephone number, including area code)
AMENDMENT NO. 3
TO FORM 10-K
The undersigned registrant hereby amends the following exhibits of its
Annual Report on Form 10-K for the Year Ended July 31, 1997, as set
forth in the pages attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
PURETEC CORPORATION
(Registrant)
By /s/ Thomas V. Gilboy
--------------------------
Thomas V. Gilboy
Chief Financial Officer and Vice President
Date: January 26, 1998
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Index To Exhibits
Number Exhibit
2.1 Agreement and Plan of Merger dated as of November 11, 1997 among
PureTec Corporation, Plastic Specialties & Technologies, Inc.,
Tekni-Plex, Inc. And P.T. Holding, Inc.
3.1 Certificate of Incorporation (incorporated by reference from Exhibit
3(a) of the Company's registration statement on Form S-4, file no. 33 -
82768).
3.2 By-laws (incorporated by reference from Exhibit 3(b) of the Company's
registration statement on Form S-4, file no. 33 - 82768).
3.3 Certificate of Amendment of Certificate of Incorporation dated July 26,
1995
3.4 Certificate of Amendment of Certificate of Incorporation dated May 1,
1996
4.1 Form of Indenture between Plastic Specialties and Technologies, Inc.
and First Fidelity Bank, NA Pennsylvania, as Trustee, relating to the
Senior Secured Notes of Plastic Specialties and Technologies, Inc. due
2003 (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to
Registration Statement of Plastic Specialties and Technologies, Inc. on
Form S-1 (No. 33-66338) filed November 8, 1993).
4.2 Form of Specimen Senior Secured Note (incorporated by reference from
Exhibit 4.10 of Amendment No. 2 to PST's registration statement on Form
S-1, file no. 34-11686).
4.3 Form of 13% Convertible Senior Note among PureTec Corporation and
Tekni-Plex, Inc. dated November 11, 1997.
10.1 Agreement and Plan of Merger, dated July 6, 1994 by and among PTI, the
Company, Pure Tech Newco (PTI), Inc., Pure Tech Newco (Ozite), Inc.,
and Ozite (incorporated by reference from PTI's report on Form 8-K,
filed with the Commission on July 13, 1994) and Amendments Nos. 1 to 4
thereto (incorporated by reference from Exhibit 2(a) of the Company's
registration statement on Form S-4, file no. 33 - 82768).
10.2 Form of Amended and Restated Senior Loan Agreement dated as of November
8, 1993 between PST and General Electric Capital Corporation, as agent
and lender (incorporated by reference from Exhibit 10.3 of Ozite's
Annual Report on Form 10-K for the fiscal year ended July 31, 1993).
10.3 Plastic Specialties and Technologies, Inc. and Affiliates Pension Plan,
Amended and Restated Effective as of January 1, 1985 (incorporated by
reference from Exhibit 10.18 of PST's registration statement on Form
S-1, no. 34-11686).
10.4 1995 Stock Option Plan (incorporated by reference from Exhibit 10(s) of
the Company's registration statement on Form S-4, file no. 33 - 82768).
10.5 1995 Disinterested Directors' Stock Option Plan (incorporated by
reference from Exhibit 10(u) of the Company's registration statement on
Form S-4, file no. 33 - 82768).
10.6 Asset Transfer Agreement dated September 29, 1994 by and between
Occidental Chemical Corporation, as amended October 5, 1994, October
14, 1994, May 24, 1995, and August 18, 1995 (incorporated by reference
from Exhibit 2 of the Company's current report on Form 8-K filed
September 1, 1995).
10.7 Demand Note dated May 20, 1988 between Peter R. Harvey and Plastic
Specialties and Technologies, Inc.
10.8 Lease, dated June 1989, between Richard C. Lauer and Roy I. Anderson,
as lessor, and PST, as lessee, re: 19555 East Arenth Avenue, Industry
California (incorporated by reference from Exhibit 28.1 of PST's
quarterly report on Form 10-Q for the fiscal quarter ended
October 31, 1992).
10.9 Lease, dated September 23, 1991, between E.T. Herman and Jane D. Herman
1978 Living Trust, as lessor, and the Colorite Plastics Division of
PST, as lessee, re: 909 East Glendale Avenue, Sparks, Nevada
(incorporated by reference from Exhibit 28.1 of PST's quarterly report
on Form 10-Q for the fiscal quarter ended October 31, 1992).
10.10 Lease, dated January 1, 1993, between OHR Realty Corporation, as
lessor, and PST, as lessee, re: Piscataway, New Jersey (incorporated by
reference from Exhibit 28.1 of PST's quarterly report on Form 10-Q for
the fiscal quarter ended October 1992).
10.11 Lease, dated April 24, 1972, between Pacific Western Warehouse, Inc.
and Dark Industries, Inc. (assigned by Dart Industries, Inc. to PST)
(incorporated by reference from Exhibit 10.8 to PST's registration
statement on Form S-1, file no. 33-11686).
10.12 Credit Agreement among Burlington Resins, Inc. And Texas Commerce Bank
National Association dated August 18, 1995.
10.13 Receivable Purchase Program Agreement between General Electric Capital
Corporation and Plastic Specialties and Technologies, Inc. dated
January 31, 1997 (incorporated by reference from Exhibit 10.12 to
Annual Report of PST (No. 34-11686) on Form 10-K/A for fiscal year
ended July 31, 1997).
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10.14 Senior Loan Agreement dated as of December 30, 1992 between PST, as
borrower, General Electric Capital Corporation, as agent and lender,
and certain participating lenders (the "GECC Senior Loan Agreement");
incorporated by reference from Exhibit 10.24 to Annual Report on Form
10-K of PST for the fiscal year ended July 31, 1992.
10.15 Amendment No. 2 dated July 7, 1993 to the GECC Senior Loan Agreement
(incorporated by reference from Exhibit 10.9 to Registration Statement
of PST on Form S-1 (No. 33-66338)).
10.16 Amendment No. 3 dated October 8, 1993 to the GECC Senior Loan Agreement
(incorporated by reference from Exhibit 10.10 to Amendment No. 1 to
Registration Statement of PST on Form S-1 (No. 33-66338)).
10.17 Amendment No. 4 dated January 31, 1997 to the GECC Senior Loan
Agreement (incorporated by reference from Exhibit 10.11 to Annual
Report on Form 10-K/A of PST for year ended July 31, 1997 (No. 34 -
11686)).
10.18 Employment contract dated April 23, 1996 between PureTech
International, Inc. and Thomas V. Gilboy
10.19 Summary Plan Description: Severance pay plan for domestic, salaried,
non-corporate office employees terminated as a result of restructuring.
10.20 Form of Employment Agreement between PureTec Corporation and Fred W.
Broling
10.21 Form of Stay Bonus Agreement between PureTec Corporation and under
age 40 employees
10.22 Form of Stay Bonus Agreement between PureTec Corporation and age 40
and above employees
21 List of subsidiaries
23.1 Consent of Deloitte & Touche LLP dated January 26, 1998 with respect
to Registration Statment No. 33-98266 on Form S-8 and Registration
Statement No. 33-98190 on Form S-3.
23.2 Consent of Holtz Rubenstein & Co., LLP dated January 26, 1998 with
respect to Registration Statement No. 33-98190 on Form S-3.
27 Financial Data Schedule
99 Form 8-K, dated June 30, 1997.
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Exhibit 10.20 Employment Agreement between PureTec Corporation and Fred
W. Broling
Exhibit 10.21 Stay Bonus Agreement between PureTec Corporation and under age
40 employees
Exhibit 10.22 Stay Bonus Agreement between PureTec Corporation and age 40 and
above employees
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EMPLOYMENT AGREEMENT
Employment Agreement ("Agreement") made this day of October
1997, between PureTec Corporation ("Employer") and Fred W. Broling ("Employee").
The parties agree as follows:
1. Term of Agreement. Subject to paragraph 13, the term of
this Agreement will commence on the date of the closing of the transaction
whereby Tekni- Plex, Inc. ("Tekni-Plex"), purchases the outstanding common stock
of Employer, and shall continue for two (2) years or until terminated as
provided in paragraph 5, whichever is sooner.
2. Duties of Employee. Employee shall be employed in the
position of Consultant. Employee's duties shall include such services and duties
as may be assigned from time to time by Employer.
3. Time and Efforts. Employee will be available to perform his
duties and services under this Agreement on the basis of twenty percent (20%) of
the time he devoted to his position as Chairman of the Board of Employer, but no
more than eight (8) hours per week, in the aggregate. Employee will at all times
faithfully and industriously and to the best of Employee's ability, experience
and talents perform all of the services and duties that may be required to the
satisfaction of Employer. Employer will make a reasonable attempt to schedule
such services and duties at times that are reasonably convenient to both
parties; provided however that in the event of a conflict between Employer's
business and Employees non-Employer related activities, Employer's business will
be paramount.
4. Compensation. In full payment for Employee's performance,
Employer shall pay to Employee compensation determined in accordance with this
paragraph 4. The Employee shall not be paid or accept any additional salary,
remuneration, compensation, bonus, gift or gratuity on account of Employee's
performance or services.
4.1 Salary. Employee shall receive a monthly salary in the
amount of $12,500.00 (less normal payroll deductions). Such salary will be paid
at the same intervals as Employer pays the salary of its executive level
employees.
4.2 Expenses. Employer shall, in accordance with its
established policies, reimburse Employee for all reasonable and necessary
business expenses incurred
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by Employee in the discharge of Employee's duties.
4.3 Group Insurance. Employee will receive group insurance
coverage under the terms of the then-existing Employer's policy available to
Employer's executive-level employees.
5. Termination.
5.1 This Agreement may be terminated at any time by written
notice to Employee, if Employee engages in criminal conduct, gross negligence,
wilfully violates any law, breaches this Agreement, or fails, refuses or
neglects to perform any of Employee's obligations under this Agreement.
Termination shall be effective upon the date set forth in such notice.
Notwithstanding the foregoing, except serious misconduct which justifies
immediate termination, prior to terminating Employee, Employer shall give
Employee (a) reasonable written notice setting forth the reasons for Employer's
intention to terminate this Agreement; and (b) an opportunity to cure such acts
or failure to act during the thirty-day period following the Employee's receipt
of such notice.
5.2 Upon termination for any reason:
(1) All of Employer's obligations under this Agreement cease,
except Employer shall be liable to Employee for that portion of the salary fully
earned and unpaid under paragraph 4.1 above, as of the termination date.
Employee's obligations under paragraphs 6, 7, 10 and 11 shall continue in full
force. In addition, paragraphs 15, 16, 17, 18, 19, 22, 23 and 24 shall continue
in full force and effect with regard to any dispute or Claim as defined in
paragraph 15.
(2) Employee will immediately return any and all Employer
files, records, documents, plans, drawings, specifications, equipment, pictures,
videotapes, and papers or other documents or similar items including any copies
or abstracts thereof, concerning the business or operations of Employer, its
parent or subsidiary, or any affiliated entity of any of the foregoing, whether
prepared by Employee or otherwise coming into Employee's possession or control.
(3) Employee will not solicit or assist any third party in any
arbitration, litigation, proceeding before an administrative agency, or any
other action, whether threatened or actual, against Employer, its parent, any
subsidiary,
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affiliated entity of any of the foregoing or any of their officers or
representatives, relating to anything occurring prior to the date of the
termination of Employee's employment, except as compelled by order of a court.
(4) Employee will cooperate with and assist Employer, its
parent, any subsidiary, affiliated entity of any of the foregoing or any of
their officers or representatives, its officers, directors, employees and their
agents and representatives, in the orderly transition of management and assist
and cooperate, including, but not limited to testifying or providing information
to Employer, its parent, any subsidiary, affiliated entity of any of the
foregoing or any of their officers or representatives, in the investigation,
preparation or handling of any actual or threatened court action, arbitration or
administrative proceeding involving any matter that arose during, related to or
in connection with the period of Employee's employment. Such assistance and
cooperation will be rendered at times and places convenient to the parties.
6. Inventions and Patents.
6.1 Employee shall promptly disclose and assign to Employer
all of Employee's right, title and interest in and to any and all of Employee's
ideas, inventions, discoveries or creations which are or may become legally
protectable or recognized improvements thereto, including but not limited to
designs, computer programs, algorithm, methods, manufacturing techniques,
writings, processes, formulas, illustrations, pictures and other works of
authorship, illustrations and pictures which Employee, solely or jointly, has,
or may in the future have, conceived, become acquainted with, made or reduced to
practice or developed in whole or part on Employer time or as a result of, in
relation to or in connection with Employee's employment with Employer; provided,
however, that Employee shall not assign to Employer those ideas, inventions,
discoveries or creations set forth in Exhibit A.
6.2 Employee shall execute and deliver to Employer or its
attorneys, without additional compensation, with Employer covering all actual
and reasonable costs thereof (which costs shall be approved by Employer in
writing in advance of the incurrence thereof), any and all agreements, documents
or other instruments including, but not limited to, United States and foreign
patent applications, agreements, documents or other instruments to secure
priority rights under the International Convention for the Protection of
Industrial Property, applications for securing or registering any property
rights assigned hereunder, and to do any and all lawful acts which in the
judgment of Employer or its attorneys may be necessary or desirable to secure,
maintain, enforce or protect, for the benefit of Employer, its parent or
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any subsidiary, patents or other proprietary rights in the United States and all
foreign countries or entities with respect to the property rights to be assigned
hereunder.
6.3 Employee shall disclose to Employer or its attorneys, in
writing, as promptly as practicable after Employee becomes aware of any
information concerning or relating to any and all property rights referred to in
paragraph 6 hereof.
6.4 It is understood that the election of whether or not to
file a patent application or any other document or filing whatsoever on any such
disclosure submitted by Employee to Employer, or its attorneys, pursuant to this
paragraph 6 and the manner of preparation of any and all United States or
foreign patent applications or any other document or filing whatsoever, if any,
or to proceed with any investigation or prosecution of any matter covered by
this paragraph 6, shall be wholly within the discretion of Employer. If Employee
petitions in writing to Employer for a release of any rights hereunder granted,
Employer shall promptly consider and act on such petition, but is not obligated
to release any of its rights.
6.5 Employee represents and warrants that Employee has no
continuing obligations with respect to the assignment of ideas, inventions,
discoveries or creations to any previous employer or to any other person or
entity and that Employee does not claim any interest in any previous patented or
unpatented ideas, inventions, discoveries or creations. Employee represents and
warrants that all new ideas, inventions, discoveries, and creations made or
developed by Employee for Employer shall be original by Employee and shall not
knowingly infringe upon or violate any agreement, patent, copyright, trade
secret information or other property right of any third party.
7. Trade Secrets and Confidential and Proprietary Information
of Employer. Employee understands and agrees that the trade secrets and
confidential and proprietary information of Employer are valuable to Employer
and are essential in the operations of Employer's business.
7.1 Employee has had, and will continue to have access to, or
may acquire and become acquainted with various trade secrets and confidential
and proprietary information ("proprietary information") relating to Employer's
activities, business, services, operations, guests and customers, including, but
not limited to: information about customers; customer, employee, supplier, and
distributor lists; contacts, addresses, information about employees and employee
relations; training manuals and procedures; recruitment methods and procedures;
employment contracts; employee handbooks; information about customers;
information about suppliers; activities of
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employees, officers, directors, agents and representatives; information about
Employer's owner, its affiliates; price lists; costs and expenses; documents;
budgets; proposals; financial information; inventions; patterns; processes;
formulas; computer programs; information about development, manufacturing, sales
and marketing programs and techniques; information about recruitment and
distribution techniques, specifications; and tapes and compilations of
information; and other information that is not generally known to the public.
The proprietary information is owned by Employer, its parent, any subsidiary,
affiliate or any related entity of any of the foregoing, or customers of any of
the foregoing, is used in the operation of Employer's, its parent, any
subsidiary, affiliate or any related entity of any of the foregoing, or
customer's business.
7.2 Employee shall hold in strictest confidence and shall not
(other than as specifically allowed in writing by Employer) disclose or use any
proprietary information, directly or indirectly, either during the term of
Employee's employment, or at any time thereafter, except as required by Employer
in the course of Employee's employment.
7.3 All items referred to in this paragraph 7 and similar
items relating to the business of Employer, its parent, any subsidiary or
affiliated entity of any of the foregoing or a customer, whether prepared by
Employee or otherwise, shall remain the exclusive property of Employer, its
parent, any subsidiary or affiliated entity of any of the foregoing or customer
and shall not be removed from Employer's premises or the premises of its parent,
any subsidiary or affiliated entity of any of the foregoing or customer's
without prior written consent of Employer. Employee shall not copy or reproduce
such documents or other materials for the use or benefit of any person or entity
other than Employer without Employer's prior written permission.
7.4 The remedy at law for breach of this paragraph 7 is
inadequate and Employer, in addition to any other remedy, can seek appropriate
injunctive relief from an appropriate court or arbitrator, at Employer's
election, pursuant to paragraph 16 below.
8. Compliance with Employer Policies. Employee will be subject
to and will adhere to all of Employer's policies and procedures applicable to
Employer's employees generally, including, but not limited to, all policies
relating to standards of conduct, conflicts of interest, and compliance with
Employer's rules, regulations and policies.
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9. Exclusivity of Employment. During the term of this
Agreement, Employee shall not (a) engage in any activity that is competitive
with the business of Employer; (b) attempt to influence any of Employer's
customers, potential customers, suppliers, or the employees, directors,
officers, agents or representatives of any of the foregoing, either to divert
their business, or to perform services for, any of Employer's competitors or to
become an employee, agent or representatives of any of Employer's competitors;
or (c) form, attempt to form or discuss the formation of any business
competitive with Employer, its parent, any subsidiary or affiliated entity of
any of the foregoing with any third person or entity.
10. Performance of Service for a Company Other Than Employer.
Employee will not, directly or indirectly, solicit, assist in solicitation,
provide services, or assist in the provision of services to any customer,
supplier, competitor, developer, distributor or manufacturer of Employer, its
parent, any subsidiary or any affiliated entity of any of the foregoing, during
the term of this Agreement, or for a period of 3 years thereafter.
Notwithstanding the above recital, and the three-year limitation set forth
herein, the terms of paragraph 7 related to trade secrets, confidential and
proprietary information shall continue in full force and effect forever.
11. No Solicitation of Employees. Employee will not, either
during the term of this Agreement or at any time thereafter, attempt to solicit
or influence any of Employer's employees to: (a) become employees of, or render
services to, any other employer, business, person or entity; (b) engage in any
business or commercial undertaking not sponsored by Employer, without Employer's
prior written permission; (c) leave Employer's employment; or (d) engage in any
activity contrary to or conflicting with the interests of Employer, while the
employee is employed at Employer. The remedy at law for breach of this paragraph
is inadequate and Employer, in addition to any other remedy, can seek
appropriate injunctive relief from an appropriate court or arbitrator, at its
election, pursuant to paragraph 16.
12. Ownership in Competing Business. During employment with
Employer, neither Employee, nor a member of Employee's immediate family shall
own or have a financial interest in any entity with which Employer, its parent,
any subsidiary or any affiliated entity of any of the foregoing, in any way
conducts business or competes, except with prior written authorization by the
President of Employer. In addition, neither Employee nor a member of Employee's
immediate family shall enter into any transaction with any person or entity
which Employee knows or should know is, or is closely connected with, a customer
of Employer, its parent, any subsidiary or any affiliated entity of any of the
foregoing, or significantly affected by the work or activities of Employer, its
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parent, any subsidiary or any affiliated entity of any of the foregoing, except
with prior written authorization by the President of Employer. This paragraph 12
shall not apply to the ownership of non-restricted shares constituting less than
five percent (5%) of all outstanding shares in a publicly held corporation.
Employee will promptly notify Employer, in writing, in the event Employee's
spouse, child or other immediate family member becomes employed by a vendor or
competitor of Employer.
13. Effective Date of Certain Provisions. Paragraphs 5, 6, 7,
8, 9, 10, 11, 12, 15, 16, 17, 18 and 19 shall be effective as of Employee's Hire
Date, which is October 1, 1976.
14. Relief From Duties. If for any reason, Employee is unable
to perform the essential functions of Employee's job in a manner satisfactory to
Employer due to disability or otherwise, without waiving its rights under
paragraph 5, Employer reserves the right to relieve Employee of all duties and
responsibilities without further compensation or benefits, until Employer is
assured to its satisfaction, that Employee is able to perform all essential job
functions on a full-time basis with or without reasonable accommodation. Subject
to applicable law: (a) Employer reserves the right to hire a permanent
replacement when Employee is relieved of all duties and responsibilities under
this paragraph, and (b) there is no guarantee that Employee's position will be
available when, if ever, Employee is ready to resume Employee's normal duties.
If appropriate, Employer may require Employee to be examined by a physician
chosen by Employer, at Employer's expense prior to Employee's resumption of
normal duties.
15. Dispute Resolution Procedure. If a Claim (as defined
below) arises, whether or not arising out of Employee's employment, termination
of employment, or otherwise, that the Employer may have against Employee, or
that Employee may have against the Employer or against its parent, subsidiaries,
affiliated entities of any of the foregoing, the shareholders, officers,
directors, employees, agents or any other representatives of any of the
foregoing, such Claim shall be resolved in accordance with the procedure set
forth below. A Claim must be processed in the manner set forth below, otherwise
the Claim shall be void and deemed waived even if there is a federal or state
statute of limitations which would allow more time to pursue the Claim.
15.1 Within one (1) year from the date that the aggrieved
party knew or should have known of the facts that gave rise to the Claim, the
aggrieved party must give written notice of the Claim to the other party hereto.
The parties will hold informal discussions and attempt to resolve the Claim. If
written notice of the Claim is not given within the one (1) year period, the
Claim will be deemed to be time-barred.
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15.2 If the Claim is not resolved within 30 days after the
written notice of the Claim was given pursuant to paragraph 15.1, the parties
agree to immediately participate in good faith in a mediation conducted pursuant
to the Employment Dispute Resolution Rules of the American Arbitration
Association ("AAA"). If the mediation fails to resolve the Claim, either party
may initiate arbitration by serving upon the other party written Demand for
Arbitration and by filing the Demand for Arbitration in conformance with the
rules of the AAA. The written Demand for Arbitration must be served within 45
days after the conclusion of the mediation.
15.3 The written Demand for Arbitration shall describe the
factual basis of all Claims asserted, and shall be served upon the other party
hereto by certified or registered mail, return receipt requested. If Demand for
Arbitration is not served within the applicable time period, the Claim will be
deemed to be time-barred.
15.4 Written notice or Demand for Arbitration, or both, to
Employee will be mailed to Employee's address as it appears in the Employer's
records. Written notice or Demand for Arbitration, or both, to the Employer, or
its officers, directors, employees or agents, shall be sent to Tekni-Plex, Inc.,
201 Industrial Parkway, Somerville, NJ 08876, Attention: Dr. F. Patrick Smith.
15.5 The arbitration shall be conducted in accordance with the
then-current Employment Dispute Resolution Rules of the AAA before a single
arbitrator.
(1) At least fourteen (14) days before the arbitration, the
parties must exchange lists of witnesses, including any experts, and copies of
all exhibits intended to be used at the arbitration.
(2) The arbitrator will have no authority to: (a) adopt new
Employer policies or procedures, (b) modify this Agreement or existing Employer
policies, procedures, wages or benefits, or (c) in the absence of a written
waiver pursuant to paragraph 15.11 below, hear or decide any matter that was not
processed in accordance with this Agreement. The arbitrator shall have exclusive
authority to resolve any Claim, including, but not limited to, any contention
that all or any part of this Agreement is void or voidable. The arbitrator will
have the authority to award any form of remedy or damages that would be
available in a court of law.
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(3) The parties shall each pay one-half of the fees of the
American Arbitration Association and the arbitrator. The parties will pay their
own attorneys' fees and expenses associated with the arbitration.
15.6 EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT
TRIAL. THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS ARBITRATION AS
PROVIDED IN THIS AGREEMENT. Subject to paragraph 15.9, neither party shall
initiate or prosecute any lawsuit in any way related to any Claim covered by
this Agreement. To the extent permitted by law, Employee agrees not to initiate
or prosecute against Employer any administrative action (other than an
administrative charge of discrimination) in any way related to any Claim covered
by this Agreement.
15.7 The arbitration will be conducted in private, and will
not be open to the public or the media. The testimony and other evidence
presented, and the results of the arbitration, unless otherwise agreed to in
writing by both parties, are confidential and may not be made public or reported
in any way or through any means, including, but not limited to, to any news
agency or legal publisher or service, except pursuant to a court order, provided
that Employer or Employee shall give written notice, as soon as reasonably
practicable after it becomes aware or should have become aware of any judicial
proceeding to enable the other to seek a protective order before disclosure
occurs.
15.8 The arbitrator shall render a written decision and award
(the "Award"), which shall set forth the facts and reasons that support the
Award. The Award shall be final and binding on the parties, and judgment may be
entered on the arbitrator's award in any court of competent jurisdiction.
15.9 The term "Claim" is defined to include, but is not
limited to, controversies relating to: compensation or benefits, breach of any
contract, torts, discrimination under state, federal or local law; and violation
of any federal, state, or other governmental law, statute, regulation, or
ordinance. However, this Dispute Resolution Procedure shall not apply to any
Claim: for workers' compensation or unemployment benefits. Claims by Employer
for injunctive and/or other equitable relief for any Claim including, but not
limited to, (i) unfair competition, or (ii) the use and/or unauthorized
disclosure of proprietary information, or (iii) the solicitation or influence of
Employer's employees, may at Employer's election be brought either in
arbitration or in a court. If Employer seeks injunctive relief in court, it may
then proceed with arbitration under this Agreement.
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15.10 For the purpose of this paragraph 15, the term
"Employer" is defined to include its shareholders, officers and directors, its
parent and all subsidiary and related or affiliated entities and their
shareholders, officers and directors, all benefit plans, the benefit plans'
sponsors, fiduciaries, administrators, affiliates, and all successors and
assigns of any of them.
15.11 Either party, in their sole discretion, may, in writing,
waive, in whole or in part, the other's failure to follow any time limit or
other requirement set forth in this Agreement. Any such waiver shall not be
deemed the waiver of any other time limit or requirement or any subsequent
failure to follow any time limit or other requirement.
16. Injunctive Relief. The services of Employee, as well as
the proprietary information of Employer are of a special, unique, unusual and
extraordinary nature, which gives them a peculiar value, the loss of which
cannot reasonably or adequately be compensated for in damages in an action at
law. The breach by Employee of any provision of this Agreement would cause the
Employer irreparable injury and damage, the measure of which could not be
adequately measured at law. Employer shall be entitled, as a matter of right in
addition to and without the prejudice of any other right or remedy, to
injunctive and other equitable relief in an appropriate court to prevent the
violation of any provision of this Agreement by Employee and/or to cause
Employee to comply with the respective provisions hereof, as applicable.
Employee hereby consents to the granting of such injunctive or other equitable
relief, provided notice pursuant to paragraph 18, of such action is given to
Employee. The exercise by Employer of any of its rights hereunder shall not
constitute a waiver by Employer of any other rights which it may have to damages
or otherwise.
17. Consent to Jurisdiction. All legal proceedings in
connection with this Agreement shall be undertaken before an arbitrator pursuant
to paragraph 15, except that claims for injunctive or other equitable relief, or
extraordinary writs, may, at the option of Employer, be brought in a proper
court in the State of New Jersey. Employer's election to seek such relief in
court shall not constitute a waiver of arbitration pursuant to paragraph 15, but
shall be used to preserve the status quo pending arbitration. Both parties
hereby consent to the jurisdiction of any arbitrator or court, state or federal,
in the State of New Jersey, provided notice is given, as provided in paragraph
18 below, of the commencement of such action. Any court of competent
jurisdiction may enforce the decision of the arbitrator as such decision is
determined pursuant to paragraph 15.
<PAGE>
18. Notice. Any notices to be given hereunder shall be deemed
given upon mailing thereof, if mailed by certified mail, return receipt
requested, to the following addresses (or to such other address or addresses, as
shall be specified in any notice given):
In the case of Employer:
Tekni-Plex, Inc.
201 Industrial Parkway
Somerville, NJ 08876
Attention: Dr. Patrick Smith
In the case of the Employee:
Mr. Fred W. Broling
19. Entire Agreement. This Agreement is an integrated document
which embodies the entire understanding between the parties and supersedes all
prior discussions, communications, understandings or agreements between them
relating in any way, directly or indirectly, to Employee's employment with
Employer or the matters covered by this Agreement. No party shall be bound by
any definitions, conditions, agreements, warranties, or representations other
than as expressly stated in this Agreement or as subsequently set forth in a
writing signed by the duly authorized representatives of all of the parties
hereto or the party whose rights are affected.
20. No Oral Change; Amendment. This Agreement may be amended
or modified only in writing signed by both parties. Any provision hereof may
only be waived in or by a writing signed by the party against whom enforcement
of any waiver is sought. No waiver of any provision or breach shall be deemed a
waiver of any other provision or breach of any subsequent application of any
provision or any subsequent breach.
21. Enforceability. If any term or provision of this Agreement
is held to be invalid, illegal or unenforceable, the remaining portions of this
Agreement will continue to be valid and will be performed, construed and
enforced to the fullest extent
<PAGE>
permitted by law, and the invalid, illegal or unenforceable term will be deemed
amended and limited in accordance with the intent of the parties, as determined
from the face of the Agreement, to the extent necessary to permit the maximum
enforceability and/or validation of such term or provision.
22. Governing Law. This Agreement will be governed by the laws
of the State of New Jersey applicable to employment contracts without giving
effect to any conflict of law provisions thereof.
23. Binding Effect. This Agreement shall be binding on
Employee's heirs, executors, administrators and estate. Employer may assign its
rights and obligations under this Agreement to any successor entity. Employee is
prohibited from assigning his rights, duties or obligations under this
Agreement, and any purported assignment by Employee shall be null and void.
24. Titles. The titles in this Agreement are for the
convenience of the parties and the Agreement shall be interpreted without
reference thereto.
25. Merger of Employer. If Employer shall at any time be
merged or consolidated into or with any other corporation or if substantially
all of the assets of Employer are transferred to another corporation, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the corporation resulting from such merger or consolidation or to which such
assets shall be transferred, and this provision shall apply in the event of any
subsequent merger, consolidation, or transfer.
26. Attorneys' Fees. In the event that any of the parties must
resort to legal action in order to enforce the provisions of this Agreement or
to defend such suit, the prevailing party shall be entitled to receive
reimbursement from the non-prevailing party for all reasonable attorneys' fees
and all other costs incurred in commencing or defending such suit.
27. General Release. Employee, for Employee and for Employee's
heirs, executors, administrators, successors, and assigns, does hereby fully and
forever release and discharge Tekni-Plex and Employer, and their parent and
related companies, including its affiliated and subsidiary corporations, and
their shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature,
<PAGE>
whether known or unknown, suspected or unsuspected, which Employee now owns or
holds or has at any time before this date owned or held against any of them,
including, but not limited to, any and all claims, demands, causes of action,
charges, and grievances: (1) which are alleged about, set forth in, arise out
of, or are in any way connected with any transactions, occurrences, acts or
omissions concerning any loss, damage or injury whatsoever resulting from any
act committed or omission made prior to the effective date of this Agreement;
(2) which are alleged about, set forth in, arise out of, or are in any way
connected with Employee's employment with Employer, the change in Employee's
position or status, or the termination of Employee's employment with Employer,
or (3) which are related to or concern (I) violation of local, state or federal
law, including but not limited to the federal Age Discrimination in Employment
Act and Worker Adjustment and Retraining Notification Act ("WARN"); and (ii)
wrongful termination, breach of the covenant of good faith and fair dealing,
intentional or negligent infliction of emotional distress, defamation, invasion
of privacy, breach of employment contract, fraud or negligent misrepresentation,
or any other tort cause of action. Any and all benefits and amounts paid to or
on behalf of Employee shall apply toward any obligation of Employer under WARN,
if any. Nothing contained herein shall be construed so as to apply to or in any
way limit the indemnification rights which Employee may have pursuant to Section
6.03 of the Agreement and Plan of Merger, dated November 11, 1997, among PureTec
Corporation, Plastic Specialties & Technologies, Inc., Tekni-Plex, Inc. and P.T.
Holding, Inc.
27.1 Employer has advised Employee to consult with independent
legal counsel prior to executing this Agreement
27.2 Employee has forty-five (45) days after receipt of this
Agreement within which to consider the Agreement and seven (7) days following
Employee's execution of the Agreement to revoke the Agreement. This Agreement
was received by Employee on October 27, 1997.
27.3 This Agreement is effective and enforceable on the eighth
(8th) day following the date of execution of this Agreement by Employee, if it
is also executed by Employer, and if Employee returns to Employer an executed
Certificate of Non-Revocation of Employment Agreement, in the form of Exhibit B,
no earlier than on the eighth (8th) day following the date of execution of this
Agreement.
27.4 This agreement and the benefits provided hereunder are
intended to supersede and replace any severance payment that Employee would have
<PAGE>
received, if his employment were terminated after the purchase of Employer's
shares by Tekni-Plex, under any Severance Pay Plan that may be adopted.
INTENTIONALLY LEFT BLANK
28. Employee Acknowledgment. Employee acknowledges that
Employee: (a) has carefully read this Agreement, and has voluntarily agreed to
its terms, and (b) has been given the opportunity to discuss this Agreement with
Employee's private legal counsel and has utilized that opportunity to the extent
Employee wishes to do so.
NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE
AGREEING THAT ALL DISPUTES WILL BE DECIDED BY
NEUTRAL ARBITRATION, AND YOU ARE GIVING UP YOUR
RIGHT TO A JURY TRIAL OR COURT TRIAL (SEE PARAGRAPH
15.6).
The date indicated and Employee's signature below acknowledges
Employee's review, understanding and full, knowing and voluntary acceptance of
the terms and conditions set forth in this Agreement.
DATE:__________________________
--------------------------------
Fred W. Broling
DATE:__________________________
PureTec Corporation
By:_____________________________
[NAME]
[TITLE]
<PAGE>
LIST OF ITEMS REFERRED TO IN
PARAGRAPH 6.1
NONE
EXHIBIT A
<PAGE>
CERTIFICATE OF NON-REVOCATION
OF EMPLOYMENT AGREEMENT
I hereby certify and represent that seven (7) calendar days
have passed since I signed the Employment Agreement ("Agreement") dated , 1997,
and that I have NOT exercised my right to revoke my participation in the
Agreement pursuant to the Older Workers Benefit Protection Act of 1990. I
understand that PureTec Corporation, in providing me with the benefits due to me
under the Agreement, is relying on this Certificate, and that I can no longer
revoke the Agreement.
Fred W. Broling
Dated:
IMPORTANT:
This Certificate should be signed, dated and returned no
earlier than on the eighth (8th) calendar day after the
employee sign the Agreement.
EXHIBIT B
<PAGE>
STAY BONUS AGREEMENT [under age 40]
Agreement ("Agreement") made this day of November, 1997, between
PureTec Corporation ("Employer") and ("Employee").
The parties agree as follows:
1. In view of the contemplated purchase of Employer's stock by
Tekni-Plex, Inc. ("Tekni-Plex"), and in order to provide a successful transition
of ownership and management, Employer has agreed to provide a stay bonus
(pursuant to the terms and conditions set forth herein), as an incentive to
Employee to remain in its employ.
2. Subject to the terms and conditions provided herein, the amount of
the stay bonus which Employee is eligible to receive is $ , less normal
deductions (the "Stay Bonus").
3. In order to earn and be entitled to receive the Stay Bonus, the
following conditions must be met by Employee:
a. Employee must remain in Employer's employ at least 45
days after the merger between Employer and Tekni-Plex
is effective. If Employee voluntarily resigns or is
terminated for cause during the 45 days after the
merger between Employer and Tekni-Plex is effective,
Employee will not be eligible to receive the Stay
Bonus. Employee will receive the Stay Bonus if,
during 45 days after the merger between Employer and
Tekni-Plex is effective, Employee is terminated
without cause.
b. Employee must regularly report for work and promote
the interests of Employer.
c. Employee will use Employee's full time and efforts in
the discharge of Employee's assigned services and
duties. Employee will at all times faithfully and
industriously and to the best of Employee's ability,
experience and talents perform all of the services
and duties that may be required to the satisfaction
of Employer. Such services and duties shall be
rendered at such place or places as Employer shall
require, or as the interests, needs, business and
opportunities of Employer shall require or deem
advisable.
<PAGE>
4. The Stay Bonus will be paid to Employee after 45 days following the
date that the merger between Employer and Tekni-Plex is effective.
5. Participation in this Stay Bonus Agreement will not be a cause to
disqualify an Employee from participation in any Severance Pay Plan for which
the Employee might otherwise be eligible.
6. After the 45 days following the merger between Employer and
Tekni-Plex is effective, Employee shall be employed by Employer on an at-will
basis, and may be terminated at any time, with or without cause or notice.
7. Dispute Resolution Procedure. If a Claim (as defined below) arises,
whether or not arising out of Employee's employment, termination of employment,
or otherwise, that the Employer may have against Employee, or that Employee may
have against the Employer or against its parent, subsidiaries, affiliated
entities of any of the foregoing, the shareholders, officers, directors,
employees, agents or any other representatives of any of the foregoing, such
Claim shall be resolved in accordance with the procedure set forth below. A
Claim must be processed in the manner set forth below, otherwise the Claim shall
be void and deemed waived even if there is a federal or state statute of
limitations which would allow more time to pursue the Claim.
a. Within one (1) year from the date that the aggrieved
party knew or should have known of the facts that
gave rise to the Claim, the aggrieved party must give
written notice of the Claim to the other party
hereto. The parties will hold informal discussions
and attempt to resolve the Claim. If written notice
of the Claim is not given within the one (1) year
period, the Claim will be deemed to be time- barred.
b. If the Claim is not resolved within 30 days after
written notice of the Claim was given pursuant to
paragraph 6.a., the parties agree to immediately
participate in good faith in a mediation conducted
pursuant to the Employment Dispute Resolution Rules
of the American Arbitration Association ("AAA"). If
the mediation fails to resolve the Claim, either
party may initiate arbitration by serving upon the
other party written Demand for Arbitration and by
filing the Demand for Arbitration in conformance with
the rules of the AAA. The written Demand for
Arbitration must be served within 45 days after the
conclusion of the mediation.
2
<PAGE>
c. The written Demand for Arbitration shall describe the
factual basis of all Claims asserted, and shall be
served upon the other party hereto by certified or
registered mail, return-receipt requested. If Demand
for Arbitration is not served within the applicable
time period, the Claim will be deemed to be
time-barred.
d. Written notice or Demand for Arbitration, or both, to
Employee will be mailed to Employee's address as it
appears in the Employer's records. Written notice or
Demand for Arbitration, or both, to the Employer, or
its officers, directors, employees or agents, shall
be sent to: Tekni-Plex, Inc., 201 Industrial Parkway,
Somerville, NJ 08876, Attention: Dr. F. Patrick
Smith.
e. The arbitration shall be conducted in accordance with
the then-current National Rules for the Resolution of
Employment Disputes of the AAA before a single
arbitrator.
(1) At least fourteen (14) days before the
arbitration, the parties must exchange lists of witnesses, including any
experts, and copies of all exhibits intended to be used at the arbitration.
(2) The arbitrator will have no authority to:
(a) adopt new Employer policies or procedures; (b)
modify this Agreement or existing Employer policies, procedures, wages or
benefits; or (c) in the absence of a written waiver pursuant to paragraph 6.k.,
below, hear or decide any matter that was not processed in accordance with this
Agreement. The arbitrator shall have exclusive authority to resolve any Claim,
including, but not limited to, any contention that all or any part of this
Agreement is void or voidable. The arbitrator will have the authority to award
any form of remedy or damages that would be available in a court of law.
(3) The parties shall each pay one-half of the
fees of the American Arbitration Association and the
arbitrator. The parties will pay their own attorneys' fees and expenses
associated with the arbitration.
f. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT
TRIAL. THE SOLE AND EXCLUSIVE METHOD TO RESOLVE ANY
CLAIM IS ARBITRATION AS PROVIDED IN THIS AGREEMENT.
Subject to paragraph 6.i., neither party shall
initiate or prosecute any lawsuit in any way related
to any Claim covered by this Agreement. To the extent
permitted by law, Employee agrees not to initiate or
prosecute
3
<PAGE>
against Employer any administrative action (other
than an administrative charge of discrimination) in
any way related to any Claim covered by this
Agreement.
g. The arbitration will be conducted in private, and
will not be open to the public or the media. The
testimony and other evidence presented, and the
results of the arbitration, unless otherwise agreed
to in writing by both parties, are confidential and
may not be made public or reported in any way or
through any means, including, but not limited to, any
news agency or legal publisher or service, except
pursuant to a court order, provided that Employer or
Employee shall give written notice, as soon as
reasonably practicable after it becomes aware or
should have become aware of any judicial proceeding
to enable the other to seek a protective order before
disclosure occurs.
h. The arbitrator shall render a written decision and
award (the "Award"), which shall set forth the facts
and reasons that support the Award. The Award shall
be final and binding on Employer and Employee.
i. The term "Claim" is defined to include, but is not
limited to, controversies relating to: compensation
or benefits, breach of any contract, torts,
discrimination under state, federal or local law; and
violation of any federal, state, or other
governmental law, statute, regulation, or ordinance.
However, this Dispute Resolution Procedure shall not
apply to any Claim for workers' compensation or
unemployment benefits. Claims by Employer for
injunctive and/or other equitable relief for any
Claim including, but not limited to, (i) unfair
competition, (ii) the use and/or unauthorized
disclosure of proprietary information, or (iii) the
solicitation or influence of Employer's employees,
may at Employer's election be brought either in
arbitration or in a court. If Employer seeks
injunctive relief in court, it may then proceed with
arbitration under this Agreement.
j. For the purpose of this paragraph 6, the term
"Employer" is defined to include PureTec and
Tekni-Plex, and their shareholders, officers and
directors, their parent and all subsidiary and
related or affiliated entities and their
shareholders, officers and directors, all benefit
plans, the benefit plans' sponsors, fiduciaries,
administrators, affiliates, and all successors and
assigns of any of them.
4
<PAGE>
k. Either party, in their sole discretion, may, in
writing, waive, in whole or in part, the other's
failure to follow any time limit or other requirement
set forth in this Agreement. Any such waiver shall
not be deemed the waiver of any other time limit or
requirement or any subsequent failure to follow any
time limit or other requirement.
8. Employee, for Employee and for Employee's heirs, executors,
administrators, successors, and assigns, does hereby fully and forever release
and discharge Tekni-Plex and PureTec, and their parent, affiliated and
subsidiary corporations and related entities, including its, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which Employee now
owns or holds or has at any time before this date owned or held against any of
them, including, but not limited to, any and all claims, demands, causes of
action, charges, and grievances: (1) which are alleged about, set forth in,
arise out of, or are in any way connected with any transactions, occurrences,
acts or omissions concerning any loss, damage or injury whatsoever resulting
from any act committed or omission made prior to the effective date of this
Agreement; (2) which are alleged about, set forth in, arise out of, or are in
any way connected with Employee's employment with Employer, or the termination
of Employee's employment with Employer; or (3) which are related to or concern
(i) violation of local, state or federal law, including but not limited to the
Worker Adjustment and Retraining Notification Act ("WARN"); and (ii) wrongful
termination, breach of the covenant of good faith and fair dealing, intentional
or negligent infliction of emotional distress, defamation, invasion of privacy,
breach of employment contract, fraud or negligent misrepresentation, or any
other tort cause of action. Any and all benefits and amounts paid to or on
behalf of Employee shall apply toward any obligation of Employer under WARN, if
any.
9. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extent
permitted by law, and the invalid or unenforceable term will be deemed amended
and limited in accordance with the intent of the parties, as determined from the
face of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision.
10. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and
5
<PAGE>
agreements proposed or otherwise, whether written or oral, concerning the
subject matter of this Agreement. This is an integrated document.
NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE AGREEING
THAT ALL DISPUTES WILL BE DECIDED BY NEUTRAL
ARBITRATION, AND YOU ARE GIVING UP YOUR RIGHT TO A JURY
TRIAL OR COURT TRIAL
(SEE PARAGRAPH 7.f.).
DATE:
(Employee Signatu)
DATE:
PureTec Corporation
By:
6
<PAGE>
<PAGE>
STAY BONUS AGREEMENT [age 40 and above]
--------------------
Agreement ("Agreement") made this day of November, 1997, between
PureTec Corporation ("Employer") and ("Employee").
The parties agree as follows:
1. In view of the contemplated purchase of Employer's stock by
Tekni-Plex, Inc. ("Tekni-Plex"), and in order to provide a successful transition
of ownership and management, Employer has agreed to provide a stay bonus
(pursuant to the terms and conditions set forth herein), as an incentive to
Employee to remain in its employ.
2. Subject to the terms and conditions provided herein, the amount of
the stay bonus which Employee is eligible to receive is $ , less normal
deductions (the "Stay Bonus").
3. In order to earn and be entitled to receive the Stay Bonus, the
following conditions must be met by Employee:
a. Employee must remain in Employer's employ at least 45
calendar days after the date on which the merger
between Employer and Tekni-Plex is effective (the
"Effective Date"). If Employee voluntarily resigns or
is terminated for cause (as defined below) during the
45 calendar days after the Effective Date, Employee
will not be eligible to receive the Stay Bonus.
Employee will receive the Stay Bonus if, during 45
calendar days after the Effective Date, Employee is
terminated without cause. For purposes of this
Agreement, the term "Cause" shall include, but is not
limited to:
(1) a failure of Employee to perform his or her
duties to the Company or any of its
Subsidiaries;
(2) commission of a felony; or
(3) any event of moral misconduct.
b. Employee must regularly report for work and promote
the interests of Employer.
1
<PAGE>
c. Employee will use Employee's full time and efforts in
the discharge of Employee's assigned services and
duties. Employee will at all times faithfully and
industriously and to the best of Employee's ability,
experience and talents perform all of the services
and duties that may be required to the satisfaction
of Employer. Such services and duties shall be
rendered at such place or places as Employer shall
require, or as the interests, needs, business and
opportunities of Employer shall require or deem
advisable.
4. On the next regular pay date, but no less than five (5) days
following the Non-Revocability Date of this Agreement, as provided in paragraph
10 below, the Stay Bonus will be paid to Employee by Employer in a lump sum
payment (less normal payroll deductions).
5. Participation in this Stay Bonus Agreement will not be a cause to
disqualify an Employee from participation in any Severance Pay Plan for which
the Employee might otherwise be eligible.
6. After the 45 days following the Effective Date, Employee shall be
employed by Employer on an at-will basis, and may be terminated at any time,
with or without cause or notice.
7. Dispute Resolution Procedure. If a Claim (as defined below) arises,
whether or not arising out of Employee's employment, termination of employment,
or otherwise, that the Employer may have against Employee, or that Employee may
have against the Employer or against its parent, subsidiaries, affiliated
entities of any of the foregoing, the shareholders, officers, directors,
employees, agents or any other representatives of any of the foregoing, such
Claim shall be resolved in accordance with the procedure set forth below. A
Claim must be processed in the manner set forth below, otherwise the Claim shall
be void and deemed waived even if there is a federal or state statute of
limitations which would allow more time to pursue the Claim.
a. Within one (1) year from the date that the aggrieved
party knew or should have known of the facts that
gave rise to the Claim, the aggrieved party must give
written notice of the Claim to the other party
hereto. The parties will hold informal discussions
and attempt to resolve the Claim. If written notice
of the Claim is not given within the one (1) year
period, the Claim will be deemed to be time- barred.
2
<PAGE>
b. If the Claim is not resolved within 30 days after
written notice of the Claim was given pursuant to
paragraph 6.a., the parties agree to immediately
participate in good faith in a mediation conducted
pursuant to the Employment Dispute Resolution Rules
of the American Arbitration Association ("AAA"). If
the mediation fails to resolve the Claim, either
party may initiate arbitration by serving upon the
other party written Demand for Arbitration and by
filing the Demand for Arbitration in conformance with
the rules of the AAA. The written Demand for
Arbitration must be served within 45 days after the
conclusion of the mediation.
c. The written Demand for Arbitration shall describe the
factual basis of all Claims asserted, and shall be
served upon the other party hereto by certified or
registered mail, return-receipt requested. If Demand
for Arbitration is not served within the applicable
time period, the Claim will be deemed to be
time-barred.
d. Written notice or Demand for Arbitration, or both, to
Employee will be mailed to Employee's address as it
appears in the Employer's records. Written notice or
Demand for Arbitration, or both, to the Employer, or
its officers, directors, employees or agents, shall
be sent to: Tekni-Plex, Inc., 201 Industrial Parkway,
Somerville, NJ 08876, Attention: Dr. F. Patrick
Smith.
e. The arbitration shall be conducted in accordance with
the then-current National Rules for the Resolution of
Employment Disputes of the AAA before a single
arbitrator. The mediation or arbitration, or both,
will occur in the county where employee works.
(1) At least fourteen (14) days before the
arbitration, the parties must exchange lists of witnesses, including any
experts, and copies of all exhibits intended to be used at the arbitration.
(2) The arbitrator will have no authority to:
(a) adopt new Employer policies or procedures; (b) modify this Agreement or
existing Employer policies, procedures, wages or benefits; or (c) in the absence
of a written waiver pursuant to paragraph 6.k., below, hear or decide any matter
that was not processed in accordance with this Agreement. The arbitrator shall
have exclusive authority to resolve any Claim,
3
<PAGE>
including, but not limited to, any contention that all or any part of this
Agreement is void or voidable. The arbitrator will have the authority to award
any form of remedy or damages that would be available in a court of law.
(3) The parties shall each pay one-half of the
fees of the American Arbitration Association and the arbitrator. The parties
will pay their own attorneys' fees and expenses associated with the arbitration.
f. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR
----------------------------------------------
COURT TRIAL. THE SOLE AND EXCLUSIVE METHOD
-------------------------------------------
TO RESOLVE ANY CLAIM IS ARBITRATION AS
--------------------------------------
PROVIDED IN THIS AGREEMENT.
---------------------------
Subject to paragraph 6.i.,
neither party shall initiate or prosecute any lawsuit
in any way related to any Claim covered by this
Agreement. To the extent permitted by law, Employee
agrees not to initiate or prosecute against Employer
any administrative action (other than an
administrative charge of discrimination) in any way
related to any Claim covered by this Agreement.
g. The arbitration will be conducted in private, and
will not be open to the public or the media. The
testimony and other evidence presented, and the
results of the arbitration, unless otherwise agreed
to in writing by both parties, are confidential and
may not be made public or reported in any way or
through any means, including, but not limited to, any
news agency or legal publisher or service, except
pursuant to a court order, provided that Employer or
Employee shall give written notice, as soon as
reasonably practicable after it becomes aware or
should have become aware of any judicial proceeding
to enable the other to seek a protective order before
disclosure occurs.
h. The arbitrator shall render a written decision and
award (the "Award"), which shall set forth the facts
and reasons that support the Award. The Award shall
be final and binding on Employer and Employee.
Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction.
i. The term "Claim" is defined to include, but is not
limited to, controversies relating to: compensation
or benefits, breach of any
4
<PAGE>
contract, torts, discrimination under state, federal
or local law; and violation of any federal, state, or
other governmental law, statute, regulation, or
ordinance. However, this Dispute Resolution Procedure
shall not apply to any Claim for workers'
compensation or unemployment benefits. Claims by
Employer for injunctive and/or other equitable relief
for any Claim including, but not limited to, (i)
unfair competition, (ii) the use and/or unauthorized
disclosure of proprietary information, or (iii) the
solicitation or influence of Employer's employees,
may at Employer's election be brought either in
arbitration or in a court. If Employer seeks
injunctive relief in court, it may then proceed with
arbitration under this Agreement.
j. For the purpose of this paragraph 7, the term
"Employer" is defined to include PureTec and
Tekni-Plex, and their shareholders, officers and
directors, their parent and all subsidiary and
related or affiliated entities and their
shareholders, officers and directors, all benefit
plans, the benefit plans' sponsors, fiduciaries,
administrators, affiliates, and all successors and
assigns of any of them.
k. Either party, in their sole discretion, may, in
writing, waive, in whole or in part, the other's
failure to follow any time limit or other requirement
set forth in this Agreement. Any such waiver shall
not be deemed the waiver of any other time limit or
requirement or any subsequent failure to follow any
time limit or other requirement.
8. Employee, for Employee and for Employee's heirs, executors,
administrators, successors, and assigns, does hereby fully and forever release
and discharge Tekni-Plex and PureTec, and their parent, affiliated and
subsidiary corporations and related entities, including its, and their
shareholders, employees and former employees, agents, directors, officers,
attorneys, predecessors, successors, assigns, heirs, executors, administrators,
and all other persons, firms, corporations, associations, partnerships, or
entities having any legal relationship to any of them, of and from any and all
claims, demands, causes of action, charges and grievances, of whatever kind or
nature, whether known or unknown, suspected or unsuspected, which Employee now
owns or holds or has at any time before this date owned or held against any of
them, including, but not limited to, any and all claims, demands, causes of
action, charges, and grievances: (1) which are alleged about, set forth in,
arise out of, or are in any way connected with any transactions, occurrences,
acts or omissions concerning any loss, damage or injury whatsoever resulting
from any act committed or omission made prior to the effective date
5
<PAGE>
of this Agreement; (2) which are alleged about, set forth in, arise out of, or
are in any way connected with Employee's employment with Employer, or the
termination of Employee's employment with Employer; or (3) which are related to
or concern (i) violation of local, state or federal law, including but not
limited to the federal Age Discrimination in Employment Act and Worker
Adjustment and Retraining Notification Act ("WARN"); and (ii) wrongful
termination, breach of the covenant of good faith and fair dealing, intentional
or negligent infliction of emotional distress, defamation, invasion of privacy,
breach of employment contract, fraud or negligent misrepresentation, or any
other tort cause of action. Any and all benefits and amounts paid to or on
behalf of Employee shall apply toward any obligation of Employer under WARN, if
any. Nothing contained herein shall be construed so as to apply to or in any way
limit the indemnification rights which Employee may have pursuant to Section
6.03 of the Agreement and Plan of Merger, dated November 11, 1997, among PureTec
Corporation, Plastic Specialties & Technologies, Inc., Tekni-Plex, Inc. and P.T.
Holding, Inc.
9. Employer has advised Employee to consult with independent legal
counsel prior to executing this Agreement
10. Employee has forty-five (45) days after receipt of this Agreement
within which to consider the Agreement and seven (7) days following Employee's
execution of the Agreement to revoke the Agreement. Any such revocation may be
exercised by delivering a writing to Dr. F. Patrick Smith, Chairman and Chief
Executive Officer, within the seven (7) day period. This Agreement was received
by Employee on . Attached to this Agreement as Exhibit A
is a Notice Regarding Stay Bonus Program. This Agreement will be effective on
the eighth (8th) day after an executed copy hereof has been delivered to
Employer (the "Non-Revocability Date"), and the Agreement has not been revoked
as provided herein.
11. If any term or provision of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will continue to be
valid and will be performed, construed and enforced to the fullest extent
permitted by law, and the invalid or unenforceable term will be deemed amended
and limited in accordance with the intent of the parties, as determined from the
face of the Agreement, to the extent necessary to permit the maximum
enforceability or validation of the term or provision.
INTENTIONALLY LEFT BLANK
6
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12. This Agreement constitutes and contains the entire agreement and
understanding between the parties and supersedes and replaces all prior
negotiations and agreements proposed or otherwise, whether written or oral,
concerning the subject matter of this Agreement. This is an integrated document.
NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE AGREEING
THAT ALL DISPUTES WILL BE DECIDED BY NEUTRAL
ARBITRATION, AND YOU ARE GIVING UP YOUR RIGHT TO A JURY
TRIAL OR COURT TRIAL
(SEE PARAGRAPH 7.f.).
DATE:
(Employee Signature)
DATE:
PureTec Corporation
By:
7
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NOTICE REGARDING STAY BONUS PROGRAM
Pursuant to the Older Workers Benefit Protection Act of 1990, we are
providing you with the following information regarding PureTec's Stay Bonus
Program ("Program").
1. The following class, unit or group of individuals is covered by the
Program: With certain exceptions, the following corporate employees of PureTec,
its subsidiary, affiliated and related entities:
2. Appendix A is a list reflecting the job titles and ages of all
individuals who are eligible for this Program.
3. There are no individuals in the same job classification or
organizational unit as those individuals specified in paragraph 2 above who are
not eligible for the Program.
4. The following reflects any eligibility factors for this Program:
corporate employees listed in paragraph 1 above, who meet the eligibility
requirements of the Program and are not otherwise disqualified for benefits.
5. The following reflects any time limits applicable to this Program:
Only those corporate employees who satisfy the requirements of paragraph 3 of
the Stay Bonus Agreement to which this Notice is attached are eligible to
receive a Stay Bonus. They must sign a Stay Bonus Agreement within 45 days after
it is received, and remain employed for the period of 45 days after the merger
between Employer and Tekni-Plex is effective.
EXHIBIT A
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APPENDIX A
Job Title Age
<PAGE>
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-98266 of PureTec Corporation on Form S-8 and Registration Statement No.
33-98190 on Form S-3 of our report dated November 13, 1997, appearing in this
Amendment No.3 to the Annual Report on Form 10-K of PureTec Corporation for the
year ended July 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
January 26, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PureTec Corporation on Form S-3 of our report dated September 12, 1995,
appearing in this Amendment No. 3 to the Annual Report on Form 10-K of PureTec
Corporation for the year ended July 31, 1997 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Holtz Rubenstein & Co., LLP
Melville, New York
January 26, 1998
