THIS AGREEMENT is made effective as of the 31st day of January, 2007, by and among CPG International I Inc., a Delaware corporation (CPG International), Pro-Cell, LLC, an Alabama limited liability company (Pro-Cell, and together with CPG International, Employer), CPG International Holdings LP, a Delaware limited partnership (CPG International Holdings), and Kevin Sloan (Executive).
WHEREAS, CPG International will purchase membership interests (the Units) in Pro-Cell pursuant to the Unit Purchase Agreement, dated as of December 13, 2006, between CPG International, Christopher Bardasian, Kevin Sloan, and Larry Sloan (the Unit Purchase Agreement);
WHEREAS, Employer desires to continue to employ Executive and to utilize his management services as indicated herein, and Executive has agreed to provide such management services to Employer;
WHEREAS, as a condition precedent and a material inducement for Employer to purchase the Units and to continue to employ and pay Executive, Executive has agreed to execute this Agreement and be bound by the provisions herein;
WHEREAS, as a condition precedent and a material inducement for Employer to enter into the Unit Purchase Agreement and this Agreement, Executive has agreed to execute the Noncompetition Agreement among Employer, Executive and the other parties thereto, dated as of the date hereof (the Noncompetition Agreement), and be bound by the provisions therein; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:
Term and Duties. Employer hereby agrees to employ Executive as the Senior Vice President Pro-Cell General Manager commencing on the date of the Closing (as defined in the Unit Purchase Agreement) and continuing for a period of three (3) years (the Initial Term) or until terminated in accordance with this Section 1 or Section 5. Unless terminated by written notice delivered at least thirty (30) days prior to the expiration of the Initial Term, Executives employment shall continue for successive one (1) year terms (each one (1) year term hereinafter referred to as a Subsequent Term and together with the Initial Term, the Term) until terminated by written notice delivered at least thirty (30) days prior to the
expiration of the Subsequent Term. Subject to the provisions of this Agreement, during the Term, Executive shall devote his best efforts and abilities to the performance of Executives duties on behalf of Employer and to the promotion of its interests consistent with and subject to the direction of John Loyack, the President of CPG International, or his successor during the first eighteen (18)
months of the Initial Term, and thereafter, of John Loyack or his successor or Ralph Bruno or any other Business Unit President or their successors. Executive shall devote substantially all of his business time, energies, attention and abilities to the operation of the business of Employer and shall not be actively involved in any other trade or business or as an employee of any other trade or business. Nothing contained herein shall be deemed to prevent or limit Executives rights to (i) engage in religious, charitable or other non-profit activities, and (ii) make any other passive investments which do not otherwise interfere, in any material respect, with Executives duties hereunder or violate the terms of Executives Noncompetition Agreement.