EMPLOYMENT AGREEMENT

(1) Employment. Magla hereby employs Employee and Employee hereby accepts such employment upon the terms and conditions of this agreement.

(2) Term. The employment of Employee by Magla shall be for a period of five (5) years commencing on July 1, 2009, and ending on June 30, 2014, or sooner on termination of Employee’s employment pursuant to this agreement.

(4) Working Facilities. Magla shall furnish Employee with such equipment and supplies as are appropriate for the performance of her duties (such as a computer, printer and cell phone) as may be mutually agreed upon between the parties.

 

(a) Salary. During the term of this agreement, Magla shall pay to Employee an annual salary of One Hundred Fifty Thousand ($150,000.00) Dollars, payable in accordance with Magla’s payroll practices in effect from time to time. In its sole discretion, Magla may, from time to time during the term of this agreement, increase Employee’s salary based upon Employee’s performance, the financial condition of Magla and other factors and circumstances deemed pertinent by Magla.

(b) Bonus. In addition to the compensation paid to Employee pursuant to paragraph (5)(a), Magla, shall pay an annual bonus to Employee in the amount of Eleven Thousand ($11,000.00) Dollars in December of each year of the term of this agreement.

 

(c) Tax Withholding. Magla shall withhold from any amounts payable as compensation, all federal, state, municipal, or other taxes as are required by any law, regulation or ruling. Notwithstanding the foregoing, Employee shall be liable for the payment of any federal, state or local taxes incurred by her as a result of Magla’s provision of benefits hereunder.

(6) Reimbursement for Expenses. Employee shall be entitled to reimbursement for reasonable expenses incurred by her in connection with the performance of her duties hereunder (including, without limitation, those incurred in connection with business related travel or entertainment) in accordance with the reimbursement policies established by Magla, from time to time.

(7) Fringe Benefits. Employee shall be entitled to participate in any and all employee benefit plans of any kind or nature made available now or in the future by Magla (including, by way of example, health care coverage, retirement, 401 (k) plan, life insurance, vacation or disability) in which other employees of Magla similarly situated are entitled to participate including the Nonqualified Deferred Compensation Plan between Magla and Employee dated December 21,2007 (“Nonqualified Defined Compensation Plan”) and Employee shall be entitled to receive all emoluments or benefits as may be provided for thereunder, in addition to all of the rights and benefits provided for herein. Magla shall also provide Employee with an automobile and Magla shall pay all expenses (including gasoline, repairs and insurance) in connection therewith.

(8) Termination for Cause by Magla.

(a) Magla shall have the right to terminate Employee’s employment and this agreement, effective immediately for “Cause” which shall be limited to:

(i) Employee’s fraud, embezzlement, misappropriation, dishonesty, wilful misconduct, gross negligence, or serious misconduct which reflects unfavorably upon Magla; or

(b) Upon termination of Employee’s employment with Cause by Magla pursuant to paragraph (8)(a), Magla shall pay Employee her salary pursuant to paragraph (5)(a) and continuation of participation in all benefit programs through the effective date of such termination and Employee shall be entitled to no other compensation or benefits, except as may be provided by law.

(c) Upon termination of Employee’s employment pursuant to this paragraph (8), Employee’s obligation under paragraphs (11), (12), (13) and (14) shall continue pursuant to the terms and conditions of this agreement.

 

 

(a) Termination Without Cause. Magla shall have the right to terminate Employee’s employment and this agreement, effective immediately, without cause and for any or no reason at any time during the term of this agreement.

(b) Payment. In the event that Magla terminates Employee’s employment without cause pursuant to paragraph (9)(a), this agreement shall immediately terminate and Magla shall pay to Employee the salary, bonus, Nonqualified Deferred Compensation Plan contribution pursuant to paragraphs (5)(a), (5)(b) and (7) and continuation of participation in Magla’s health care coverage program for the first twelve (12) months after termination of Employee’s employment. Notwithstanding the foregoing, if Employee has not obtained other employment at the end of the twelve (12) month period, Magla shall continue Employee’s sal ary, bonus, Nonqualified Deferred Compensation Plan contribution and participation in Magla’s health care coverage program, as set forth above, on a monthly basis up to a maximum of twelve (12) months, subject to the provisions of paragraph (9)(c). The parties agree that the foregoing payments and continuation of health care coverage is a fair settlement of a termination of this agreement by Magla due to the difficulty in determining the exact damages sustained by Employee and reducing same to a mathematical certainty. Payment of the amounts set forth in this paragraph (9)(b)shall be in full satisfaction of any obligation of Magla and the rights of Employee under this Agreement.

(c) Best Efforts, Magla’s obligations under the second sentence of paragraph (9)(b) are subject to Employee utilizing her best efforts to promptly obtain other employment in a position comparable to that which she held with Magla. Employee agrees to keep Magla or its members advised in writing every sixty (60) days as to her progress in obtaining other employment. Any compensation (including the value of any fringe benefit s) received by Employee pursuant to any other such employment obtained after the first twelve (12) months after termination of her employment by Magla shall reduce any compensation payable by Magla to Empl oyee after the first twelve (12) months after termination on a dollar-for-dollar basis. Further, Magla’s obligation to continue health care coverage shall cease when Employee is eligible to participate in a comparable health insurance plan. All obligations of Magla under paragraph (9) to continue to pay compensation or other benefits to Employee shall end upon Employee’s death.

(d) Execution of Release, Magla’s obligations under paragraph 9(b) are expressly conditioned upon Employee’s execution and delivery to Magla of a release and agreement, as drafted at the time of Employee’s termination of employment, in form satisfactory to counsel for Magla.

(e) Employment by Glatt Family. Notwithstanding anything contained in this agreement to the contrary, if as a result of a Change in Control of Magla, Employee is employed by Herbert Glatt and/or Jordan Glatt and/or entities controlled by either or both of them, upon such terms as are similar to the terms contained herein, this agreement shall terminate and be of no further force or effect whatever, except that Employee shall be entitled to receive the payments and benefits provided for herein up to the date of termination, and thereafter, each party shall have no liability or responsibility to the other and shall be released from the terms hereof, except for any breach of this agreement prior to the date of termination for which the breaching party shall continue to be liable and responsible. For purposes of this paragraph (9)(e), a “Change in Control of Magla” means a merger, consolidation or transfer of membership rights, or other transaction, whether or not Magla is the surviving or successor entity, as the case may be, if after the merger, consolidation or membership rights transfer, or other transaction, a majority of the membership rights in Magla, or if Magla is not the surviving entity, a majority of the equity interests of the surviving entity or its parent, are no longer owned by one or more of Herbert Glatt and/or Jordan Glatt and/or entities controlled by either or both of them (“Affiliates”), or a sale of all or substantially all of the assets of Magla to an entity other than a majority of the capital stock or other equity interests of which are owned by one or more of Herbert Glatt and/or Jordan Glatt and/or their Affiliates.

(a) Employee shall have the right to terminate her employment under this agreement without cause (whether due to retirement or otherwise) upon ninety (90) days’ prior written notice to Magla; provided, however, that Magla shall have the option of agreeing to pay Employee the amounts due Employee under paragraphs (5),(6) and (7) during the ninety (90) day period and terminating Employee’s employment upon receipt of notice from Employee terminating her employment.

(b) Upon termination of Employee’s employment by Employee as provided in paragraph (10)(a), Magla shall pay Employee her salary and bonus, if applicable, pursuant to paragraphs (5)(a) and (b) and continuation of participation in all benefit programs through the effective date of such termination and Employee shall be entitled to no other compensation or benefits, except as provided by law.

(c) Upon termination of Employee’s employment pursuant to this paragraph (10), Employee’s obligations under paragraphs (11), (12), (13) and (14) shall continue pursuant to the terms and conditions of this agreement.

(11) Magla Material Loaned to Employee. Magla may from time to time loan to Employee certain price lists, documents, samples, customer lists, technical specifications, sales materials and other materials relating to the business of Magla. At all times the aforesaid materials shall be and remain the property of Magla. Upon termination of this agreement, Employee shall return to Magla all such materials and shall not retain any copies and shall also return the computer provided to Employee.

(12) Covenant Regarding Inventions and Copyrights. Employee shall disclose promptly to Magla any and all inventions, discoveries, improvements and patentable or copyrightable works initiated, conceived or made by her, either alone or in conjunction with others, during the term of this agreement and related to the business or activities of Magla and she assigns all of her interest therein to Magla or its nominee. Whenever requested to do so by Magla, Employee shall execute any and all applications, assignments or other instruments which Magla shall deem necessary to apply for and obtain letters patent or copyrights of the United States or any foreign country, or otherwise protect Magla’s interest therein. These obligations shall continue beyond the conclusion of the term of this agreement with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by Employee during the term of this agreement and shall be binding upon Employee’s assigns, executors, administrators and legal and personal representatives.

(b) she will not make use of any of such confidential matters for her own purposes or the benefit of anyone other than Magla; and

(c) she will deliver promptly to Magla on termination of this agreement, or at any time Magla may so request, all confidential memoranda, notes, records, reports and other confidential documents (and all copies thereof) relating to the business of Magla, which she may then possess or have under her control.

(d) the terms of this agreement are CONFIDENTIAL. Employee agrees not to tell anyone about this agreement and not to disclose any information contained in this agreement to anyone, other than her lawyer, financial advisor or immediate family members. If Employee does tell her lawyer, financial advisor or immediate family members about this agreement or its contents, Employee shall immediately tell them that they must keep it confidential as well. Magla agrees that it will keep the terms of this agreement confidential, except as is necessary to administer this agreement and as required by law.

 

(e) For purposes of this agreement, confidential information shall not include information which is generally available to the public through no fault of Employee (other than as a result of a violation of Magla’s rights herein) or is rightfully obtained from a third party who has the right without obligation of nondisclosure to disclose such information, so long as such information is not obtained, developed or disclosed in violation of Magla’s rights.

(a) In recognition of the considerations described in paragraph (13) hereof, Employee covenants and agrees that during the term of this agreement and for a period of two (2) years after the termination of this agreement, for any or no reason, she will not (i) engage in nor carry on, nor own, manage, operate, join, be employed by, control, or participate in, render services for, or be connected with, directly, or indirectly, with or without compensation, any other business the same as, or similar to, or in competition with, the business conducted by Magla on the date of termination (generally speaking, the business of manufacturing, distributing and selling household consumer and other products which Magla is currently selling or may sell in the future during the term of this agreement or such products which Employee became aware of during her employment by Magla, including reusable and disposable gloves, work gloves and wipes) either for herself, or as a member of a partnership, limited partnership, joint venture, limited liability company, or any other entity, or as a shareholder, member, investor, officer or director or employee of a corporation or other entity, or as an agent, associate, consultant or advisor of any person, partnership, corporation, limited liability company or any other entity or in any other relationship or capacity, for any person or entity located in the Territory; (ii) contact or solicit, or attempt to contact or solicit, any person or entity which was a customer or supplier of Magla or Employee or Magla actively marketed or solicited for the purpose of becoming a customer or supplier of Magla, or interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Magla and any of its customers, suppliers, employees, or others, or with whom Employee had any dealings, during the two (2) year period immediately prior to the termination of Employee’s employment hereunder; or (iii) contact or solicit, or attempt to contact or solicit, or communicate with for the purpose of hiring, subcontracting, employing, engaging or diverting or taking away (with the intent, purpose or effect of inducing or encouraging him/her/it to leave his/her employment or its relationship with Magla; or to breach his/her/its employment agreement with or other obligations to Magla), any person or entity who was an employee, vendor or subcontractor of Magla or any other relationship with Magla at the time of the tennination of Employee’s employment hereunder or during the two (2) year period immediately prior to the termination of Employee’s employment hereunder. The restrictions set forth in this paragraph are intended only to apply to products or goods similar to and/or competing with those manufactured, sold or distributed by Magla.

(a) Notices. Any notices, requests, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be sent by hand delivery, overnight courier, facsimile transmission or by registered or certified mail, return receipt requested, postage prepaid, and shall be deemed given on the third (3Id) business day after being mailed by certified or registered mail or upon receipt if by hand delivery, overnight courier or facsimile transmission and addressed to the respective party at the address set forth in this agreement and to such party’s attorney or such other party or address as may be expressly designated by any party by notice given in accordance with the foregoing provisions.

(h) Survival. Except as otherwise provided in this agreement, the terms and conditions of paragraphs (11), (12), (13) and (14) and the right to receive monies owed but unpaid under this agreement shall survive the termination of this agreement for any reason.