Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 26 131K
2: EX-99.1 Agree & Plan of Merge 37 145K
11: EX-99.10 News Release 2± 9K
3: EX-99.2 Agree & Allen & Co. 5 22K
4: EX-99.3 Agree Paul Gould 5 23K
5: EX-99.4 Agree Andrew Dwyer 6 23K
6: EX-99.5 Employment Agreement 4 17K
7: EX-99.6 Press Release 2± 9K
8: EX-99.7 Letter to Stockholders 1 7K
9: EX-99.8 Opinion of Allen & Co. 4 15K
10: EX-99.9 Opinion of Gilford SEC. 3 14K
Exhibit 5
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT is entered into as of March 17, 1995 between
Resource Recycling Technologies, Inc., a Delaware corporation (the "Employer"),
and Lawrence J. Schorr, a resident of the State of New York (the "Employee").
1. On the terms and conditions hereinafter set forth, Employer employs
Employee and Employee accepts such employment.
2. The term of this Agreement shall be for a period of two (2) years
beginning at the Effective Time as such term is defined in the Agreement and
Plan of Merger dated March 17, 1995 (the "Merger Agreement") among Waste
Management, Inc., WMI Acqusition Sub, Inc., and Employer ("Initial Period of
Employment") and shall continue on an at-will basis thereafter (collectively the
"Term of Employment"), subject to the provisions of Paragraph 6. If the Merger
Agreement is terminated for any reason, this Agreement shall not become
effective and shall be deemed to be null and void. Upon the effectiveness of
this Agreement at the Effective Time, the Employment Agreement dated as of
October 3, 1988, as amended by amendment No. 1 thereto dated as of May 6, 1991,
between the Employer (formerly known as Resource Recovery Technologies, Inc.)
and the Employee shall be terminated.
3. The general scope of Employee's employment shall be to serve in a
management capacity for Employer and to perform such other duties in accordance
therewith as Employer may request.
4. During the Term of Employment, Employee shall devote his full time and
use his best efforts to advance the business and welfare of Employer, its
subsidiaries and affiliates, and to discharge any other management duties
assigned to him hereafter. He shall not intentionally take any action against
the best interests of Employer or of any subsidiary or affiliate of Employer.
He shall perform faithfully and competently such management duties as may be
assigned to him hereunder.
5. Employer agrees to pay or cause to be paid to Employee for his services
hereunder during the Term of Employment a salary at the rate of two hundred
eighty thousand dollars ($280,000) per year (the "Base Salary") so long as
Employee continues in the employment of Employer hereunder, payable in
installments at least as frequently as monthly and subject to the usual payroll
deductions. Employee shall be entitled to the same employee benefits as other
similarly situated management employees of Waste Management, Inc. and its
subsidiaries in the Philadelphia metropolitan area, except that Employee shall
be entitled to the grant of options to purchase common stock of WMX
Technologies, Inc. with a value equal, for the 1995 and 1996 calendar years
(prorated for 1995), to 100 percent of the Base Salary, in accordance with the
option program in which employees of Waste Management, Inc. participate.
6. (a) During the Initial Period of Employment, this Agreement may be
terminated by Employer only as follows:
(1) Upon the death of Employee;
(2) If Employee for any reason becomes unable to carry out all or
substantially all of his duties and remains so incapacitated for
a period of six months or more; or
(3) For cause, upon (a) (i) any fraud or felonious conduct by the
Employee, or (ii) embezzlement or misappropriation of funds or
property of the Employer by the Employee, in the case of each of
(a)(i) and (ii), upon written notice to the Employee specifying
the cause for termination; or (b) (i) any material breach of this
Agreement by the Employee, (ii) gross negligence by the Employee,
or (iii) the Employee's material failure to discharge the duties
required hereunder or consistent refusal to perform, or willful
misconduct in the performance of his duties and obligations, in
the case of each of (b)(i), (ii), and (iii), after written notice
to the Employee specifying the cause for termination and the
passage of not less than thirty (30) days after such notice,
during which time the Employee shall have the right to respond to
the Employer's notice and cure the breach or other event giving
rise to the termination.
(b) After the Initial Period of Employment, this Agreement may be
terminated by either party with or without cause upon 90 days notice.
7. Employer may not relocate the Employee to a geographic location other
than Binghamton (Vestal), New York during the Term of Employment without the
Employee's prior written consent unless any such relocation has a legitimate
business purpose and Employer pays in the first instance or reimburses Employee
for all of Employee's reasonable relocation expenses.
8. Employer may direct that Employee's duties hereunder be performed for
and the compensation of Employee hereunder be paid by, and Employer may assign
this Agreement in its entirety to, one or more of Employer's subsidiaries or
affiliates. If Employer is consolidated with or merged into, or if all or a
part of its assets are transferred to, another corporation carrying on all or a
substantial part of the business of Employer, this Agreement may be assigned to
such successor. Neither the Guarantee of this Agreement provided by Waste
Management, Inc., nor the provisions of Paragraph 7 of this Agreement
prohibiting the relocation of the Employee, shall be modified or affected by any
such assignment.
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9. Employee acknowledges that his promised services hereunder are of
special, unique, unusual and extraordinary character which gives them peculiar
value, the loss of which cannot adequately be compensated in damages in an
action at law, and Employee further acknowledges that in his employment
hereunder he will be making use of, acquiring and adding to confidential
information of special and unique value relating to such matters as lists of
customers of Employer, its subsidiaries and affiliates and costs of providing
the offered services. In addition to and not in limitation of any other
restrictive covenants which may be binding upon Employee, Employee agrees that
he will not (except for the benefit of or with the written consent of Employer,
its successors or assigns):
(a) During or after the Term of Employment, disclose any of said
information to any person, firm or corporation for any purpose whatsoever,
unless disclosure is required by law; or
(b) During the Term of Employment, or within two years thereafter in any
geographical area in which duties have at any time been assigned to him
hereunder during the Term of Employment, engage (as an individual or as a
stockholder, trustee, partner, financier, agent, employee or representative
of any person, firm, corporation or association), or have any interest,
direct or indirect, in any business in competition with the business of
Employer; provided that this paragraph shall not prevent the Employee from
acquiring and holding shares of stock of WMX Technologies, Inc. and not to
exceed two percent (2%) of the outstanding shares of stock of any other
corporation which engages in such a competitive business if such shares are
available to the general public on a national securities exchange.
10. In the event of a breach of any covenant contained in Paragraph 9 of
this Agreement, Employer shall be entitled to an injunction restraining such
breach in addition to any other remedies provided by law or equity.
11. Employee agrees that:
(a) He will assign to Employer any improvements, inventions or discoveries
conceived or reduced to practice by him during the Term of Employment and
related to the business of Employer or any of its subsidiaries or
affiliates;
(b) He will execute all papers and perform all acts which Employer deems
necessary or advisable for the preparation, prosecution, issuance,
procurement or maintenance of patent applications and patents of the United
States or foreign countries for said improvements, inventions or
discoveries;
(c) He will execute any and all papers and documents which shall be
required or necessary to vest title in Employer to said improvements,
inventions, discoveries, patent applications and patents; and
3
(d) All models, drawings, memoranda and other materials or records made or
used by Employee in connection with his duties shall be the property of
Employer and shall be left with Employer at the termination of the Term of
Employment.
12. The provisions of paragraphs 9, 10 and 11 hereof shall survive the
termination of this Agreement.
13. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity
and enforceability of the other provisions hereof. If any provision of this
Agreement is unenforceable for any reason whatsoever, such provision shall be
appropriately limited and given effect to the extent that it may be enforceable.
RESOURCE RECYCLING
TECHNOLOGIES, INC.
EMPLOYEE
By: /s/ Andrew T. Dwyer
________________________________
[Name] Andrew T. Dwyer
__________________________
/s/ Lawrence J.Schorr Chairman
________________________________
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Dates Referenced Herein and Documents Incorporated by Reference
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