[LOGO OF IONPURE]
Ionpure Technologies Corporation
10 Technology Drive
Lowell, Massachusetts 01851
508 934 9349
508 441 6025 Fax
July 2, 1992
Mr. Thierry Reyners
Dr. Fleming, 44
This letter is intended to address the terms and conditions of your employment
by Ionpure Technologies. It becomes effective immediately upon execution
of the agreement to sell your option to purchase the business of Ionpure
Technologies, S.A. (Spain) with subsequent exclusive distribution rights
to Ionpure products, to IP Holding Company. It is understood that contracts
will be enacted in both Spain and France and signed by me in my capacity
as a director of these entities subsequent to the date of this agreement,
but before December 31, 1992, that will specify these terms and conditions
according to Spanish and French employment laws.
In the meantime, and to provide the basis for the local employment contacts,
your terms and conditions of employment shall be as follows:
The term of your employment with Ionpure Technologies shall become effective
immediately upon the sale of your option to IP Holding Company. At that
time, you will become an employee at will, subject to Spanish and French
employment laws, but with the date of your original employment back dated
to January 6, 1981, the date of your original employment by Millipore
2. Employment Responsibilities and Duties
Your title will continue to be Vice President of Ionpure Technologies and
General Manager, Europe. In addition, you will have the formal titles,
responsibilities and authority of Gerant, Ionpure Technologies S.A.R.L.
(France) and Administrador Unico, Ionpure Technologies S.A. (Spain).
Your primary responsibilities will be sales, marketing and general management
throughout Ionpure's European business, and such responsibilities and duties
as Ionpure's Board of Directors may from time to time determine, consistent
with your position.
During the term of your employment by Ionpure, you shall devote full time
and best efforts to the performance of your responsibilities and duties
for Ionpure, and shall not engage, directly or indirectly as an employee,
partner, officer, director, representative, consultant, agent of otherwise
of any corporation, partnership, proprietorship or other form of business
entity, in any business, except with express prior consent of the Board
of Directors of Ionpure.
3. Base Salary
You will be paid a base salary equal to 14,247,014 Spanish Pesetas for your
services as an employee during 1992, payable in equal monthly installments.
This salary will be reviewed on February 1 each year of your employment
and may be increased at the discretion of the Ionpure Board of Directors.
You may elect for any twelve month period commencing on February 1 of each
year, during the employment term to be paid by two different European
affiliates of Ionpure and to receive compensation partly in the currency
of one country and partly in the currency of another country, provided that
there is no additional cost to Ionpure Technologies. Such election shall
be made in writing to the President of Ionpure Technologies prior to December
31 of the year proceeding the year in which such election is to apply. Your
salary for the subsequent twelve month period, commencing with the following
February 1, shall then be translated into the currencies of those countries
at the actual exchange rates in effect on February 1 of that year.
It has been your election for 1992 to receive your annual base compensation
split as follows: French Francs (569,616); Spanish Pesetas (3,704,241).
4. Incentive Bonus Plan
You will be granted the right to participate in the 1992 Eastern Executive
Incentive Compensation Plan simultaneous with the execution of this document.
The signed Incentive Plan documents should be signed by you and returned
to me for signature and for filing with Eastern. One copy will be returned
to you for your records.
Ionpure anticipates that you will be given the opportunity to participate
in future executive compensation plans as may be in place from time to time
during the term of your employment with Ionpure.
5. Certain Benefits
In addition to the base salary, you will be entitled to company paid benefits,
in the form of tuition payments for your children and a retirement program.
The aggregate cost of such benefits shall not exceed your base salary, then
in effect, multiplied by 0.0775194. This amount is equal to 1,104,420 Spanish
Pesetas for the year ending January 31, 1993.
At such time as the tuition payments for your children shall cease, the
cost of the retirement program shall continue to be borne by Ionpure, up
to a maximum of 280,000 Spanish Pesetas plus annual adjustments for inflation
commencing February 1993.
6. Medical and Insurance Benefits
Ionpure will provide you with life insurance and medical insurance benefits
during the employment term, consistent with the types and amounts of benefits
in effect on January 1, 1992.
Ionpure will provide you with an automobile for business and personal use
coverage with your position as senior executive, during the term of your
The company will pay for vehicle maintenance, insurance and related costs.
8. Termination of 1990 Employment Agreement
By acceptance of the aforementioned terms and conditions of employment, you
hereby agree to the simultaneous termination of your 1990 Employment Contract.
9. Termination of This Agreement
In the event of Ionpure Technologies terminating your employment, other than
for cause, you will be entitled to severance compensation equal to and limited
to twelve months of base salary compensation payable in equal monthly
installments. This severance agreement is intended to supersede any and all
alternate compensation for termination provided for under Spanish or French
10. Non-Disclosure and Non-Competition
The Spanish and French employment contracts, when enacted later this year,
shall contain non-disclosure and non-competition conditions as stated in your
1990 Employment Agreement.
Thierry, please review this letter carefully. Provided you agree with the terms
as outlined, please sign where indicated and return one original document for
I look forward to you continuing to be a key contributor to the future of
Ionpure, the leader to our European organization, and a valued colleague.
Ionpure Technologies Corporation
/s/ Christopher J. Simmons
Christopher J. Simmons
Thierry Reyners: /s/ Thierry Reyners Date: 7/2/92
The following provisions were added to the agreement by an amendment dated
December 30, 1992:
In 1993, Ionpure will contribute 2% of your French Franc denominated base
salary to the optional portions (IRRAPRI & AXIVA) of the French subsidiary
pension plan. If you wish, you may contribute additional funds from your base
salary to the same plan, subject to any legal or tax limitations.
In 1994, Ionpure will increase its contribution to 4% of your French Franc
denominated base salary; in 1995, the Ionpure contribution wi11 be increased to
6%; and in 1996, it will be increased to 8% of your French Franc denominated
base salary. You may elect to add your own contribution to the company's
contribution in any year, subject to legal or tax limitations.
If, in any year, the above-stated Ionpure contribution exceeds the amount
calculated using the then-existing formula in general use for all French
subsidiary employees (i.e. the tranche A, B, C method outlined by J. McAdam),
the lesser amount will be contributed by the company to the pension plan.
In 1995 and subsequent years, Ionpure will contribute that percentage of your
French Franc denominated base salary to the pension plan, that is equal to the
amount calculated using the then-existing formula in general use for all French