EMPLOYMENT AGREEMENT

 

                              EMPLOYMENT AGREEMENT
                                 by and between
                            ERGO SCIENCE CORPORATION
                                      and
                                 ROBERT POWELL

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the 1st day of March, 1996, by and between Ergo Science Corporation, a Delaware
corporation (together with its successors and assigns permitted hereunder, the
"Company"), and Robert Powell (the "Executive").

     The Board of Directors of the Company (the "Board") has determined that it
is in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive.  The Board believes
it is imperative to provide the Executive with compensation and benefits
arrangements which ensure that the compensation and benefits expectations of the
Executive will be satisfied and which are competitive with those of other
corporations.  Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 

     1.  Employment Period.  Subject to Section 4, the Company hereby agrees to
         -----------------                                                     
employ the Executive, and the Executive hereby agrees to be employed by the
Company, in accordance with the terms and provisions of this Agreement, for the
period commencing on the date of this Agreement (the "Effective Date") and
ending on the third anniversary of such date (the "Employment Period").

     2.  Terms of Employment.
         ------------------- 

         (a)  Position and Duties.
              ------------------- 

              (i) During the term of the Executive's employment, the Executive
shall serve as Vice President of Operations and, in so doing, shall report to
the Board, the Company's Chief Executive Officer or such officers of the Company
as is prescribed by resolutions of the Board or by direction of the Chief
Executive Officer. The Executive shall have supervision and control over, and
responsibility for, such management and operational functions of the Company
currently assigned to such position, and shall have such other powers and duties
(including holding officer positions with one or more subsidiaries of the
Company) as may from time to time be prescribed by the Board or the Chief
Executive Officer, so long as such powers and duties are reasonable and
customary for the Vice President of Operations of an enterprise comparable to
the Company.

              (ii) During the term of the Executive's employment, and excluding
any periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote full business time to the business and affairs of the
Company and, to the extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the term of the
Executive's employment it shall not be a violation of this Agreement for the
Executive to (A) serve on corporate, civic or charitable boards or committees,
(B) deliver lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.

     (b)  Compensation.
          ------------ 

          (i)    Base Salary.  During the term of the Executive's employment, 
                 -----------
the Executive shall receive an annual base salary ("Annual Base Salary"), which
shall be paid in accordance with the customary payroll practices of the Company,
at least equal to $140,000.  During the term of the Executive's employment, the
Annual Base Salary shall be reviewed at least annually and shall be increased at
any time and from time to time in accordance with the compensation practices and
guidelines of the Company for its executive officers.  Any increase in Annual
Base Salary shall not serve to limit or reduce any other obligation to the
Executive under this Agreement.  The term Annual Base Salary as utilized in this
Agreement shall refer to Annual Base Salary as so increased.

          (ii)   Bonus.  In addition to Annual Base Salary, the Executive shall
                 -----
be awarded during the term of the Executive's employment such bonuses (the
"Bonus"), if any, as shall be determined consistent with the practices for
executive officers of the Company.

          (iii)  Incentive, Savings and Retirement Plans.  During the term of 
                 ---------------------------------------
the Executive's employment, the Executive shall be entitled to participate in
all incentive, savings and retirement plans, practices, policies and programs
applicable generally to other executives of the Company ("Investment Plans").

          (iv)   Welfare Benefit Plans.  During the term of the Executive's 
                 ---------------------
employment, the Executive and/or the Executive's family, as the case may be, 
shall be eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs ("Welfare Plans")
provided by the Company (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to other executives of the Company.

          (v)    Expenses.  During the term of the Executive's employment, the
                 --------
Executive shall be entitled to receive prompt reimbursement for all reasonable
employment expenses incurred by the Executive in accordance with the policies,
practices and procedures of the Company.

          (vi)   Vacation and Holidays.  During the term of the Executive's 
                 ---------------------
employment, the Executive shall be entitled to paid vacation and paid holidays
in accordance with the plans, policies, programs and practices of the Company
for its executive officers.

     3.  Change in Control.  For purposes of this Agreement, a "Change in
         -----------------                                               
Control" shall have the meaning set forth in the Company's Amended and Restated
1995 Long Term Incentive Plan as of the date hereof.

     4.  Termination of Employment.
         ------------------------- 

         (a) Death or Disability.  The Executive's employment shall terminate
             -------------------                                             
automatically upon the Executive's death during the Employment Period.  If the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below), the Company may give to the
Executive written notice in accordance with Section 13(b) of its intention to
terminate the Executive's employment.  In such event, the Executive's employment
with the Company shall terminate effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), provided that, within
the 30 days after such receipt, the Executive shall not have returned to full-
time performance of the Executive's duties. For purposes of this Agreement,
"Disability" shall mean the Executive's incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).

         (b) Cause.  The Company may terminate the Executive's employment during
             -----
the Employment Period for Cause or without Cause. For purposes of this
Agreement, "Cause" shall mean (i) a breach by the Executive of the Executive's
obligations under Section 2(a) (other than as a result of incapacity due to
physical or mental illness) which constitutes a continued failure by the
Executive to substantially perform his obligations and duties thereunder, as
determined by the Board, and which is not remedied in a reasonable period of
time after receipt of written notice from the Company specifying such breach,
(ii) commission by the Executive of an act of fraud upon, or willful misconduct
toward, the Company, as reasonably determined by the Board (other than the
Executive and members of his family) after a hearing by the Board following ten
days' notice to the Executive of such hearing, (iii) a breach by the Executive
of Section 8 or Section 11, (iv) the conviction of the Executive of any felony
(or a plea of nolo contendere thereto) or (v) the Executive's addiction to
              ---- ----------                                             
alcohol, drugs or any other controlled substance.

         (c) Good Reason.  The Executive's employment may be terminated during
             -----------
the Employment Period by the Executive for Good Reason or without Good Reason.
For purposes of this Agreement, "Good Reason" shall mean:

             (i)   the assignment to the Executive of any duties inconsistent in
any respect with the Executive's position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities as contemplated
by Section 2(a) or any other action by the Company which results in a diminution
in such position, authority, duties or responsibilities, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company promptly after receipt of notice thereof
given by the Executive;

             (ii)  any termination or reduction of a material benefit under any
Investment Plan or Welfare Plan in which the Executive participates unless (i)
there is substituted a comparable benefit that is economically substantially
equivalent to the terminated or reduced benefit prior to such termination or
reduction or (ii) benefits under such Investment Plan or Welfare Plan are
terminated or reduced with respect to all employee's previously granted benefits
thereunder;

             (iii) any failure by the Company to comply with any of the 
provisions of Section 2(b), other than an isolated, insubstantial and
inadvertent failure not occurring in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

             (iv)  any failure by the Company to comply with and satisfy Section
10(c), provided that such successor has received at least ten days prior written
notice from the Company or the Executive of the requirements of Section 10(c);
or

             (v)   without limiting the generality of the foregoing, any
material breach of this Agreement by the Company or any successor thereto.

     (d) Notice of Termination.  Any termination by the Company for Cause or
         ---------------------                                              
without Cause, or by the Executive for Good Reason or without Good Reason, shall
be communicated by Notice of Termination to the other party hereto given in
accordance with Section 13(b). For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated and (iii) if the Date of Termination (as defined below) is other than
the date of receipt of such notice, specifies the termination date (which date
shall not be more than 15 days after the giving of such notice). The failure by
the Executive or the Company to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstances in enforcing
the Executive's or the Company's rights hereunder.

     (e) Date of Termination.  "Date of Termination" means (i) if the
         -------------------                                         
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason or without Good Reason, the date of receipt of the
Notice of Termination or any later date specified therein, as the case may be,
(ii) if the Executive's employment is terminated by the Company other than for
Cause, the date on which the Company notifies the Executive of such termination
and (iii) if the Executive's employment is terminated by reason of death or
Disability, the date of death of the Executive or the Disability Effective Date,
as the case may be.

     5.  Obligations of the Company upon Termination.
         ------------------------------------------- 

         (a) Good Reason; Other Than for Cause, Death or Disability.  If, 
             ------------------------------------------------------
during the Employment Period, the Company shall terminate the Executive's 
employment other than for 

either Cause or Disability or the Executive shall terminate his employment for
Good Reason, and the termination of the Executive's employment in any case is
not due to his death:

             (i)    the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:

                 A.  the sum of the Executive's Annual Base Salary through the
Date of Termination to the extent not theretofore paid and any compensation
previously deferred by the Executive (together with any accrued interest or
earnings thereon) and any accrued vacation pay ("Accrued Obligations"); and

                 B.  an amount (the "Severance Amount") equal to whichever of
the following is applicable: If such termination is prior to a Change in
Control, an amount equal to the Executive's Annual Base Salary; or if such
termination is following a Change in Control, an amount equal to two times the
sum of (x) the Executive's Annual Base Salary plus (y) the Executive's budgeted
Bonus for the year in which the termination occurs; and

                 C.  any amount arising from Executive's participation in, or
benefits under, any Investment Plans ("Accrued Investments"), which amounts
shall be payable in accordance with the terms and conditions of such Investment
Plans.

             (ii)   for the remainder of the Employment Period, or such longer
period as any plan, program, practice or policy may provide, the Company shall
continue benefits provided under Welfare Plans to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them if the Executive's employment had not been terminated; provided, however,
that if the Executive becomes reemployed with another employer and is eligible
to receive similar benefits under another employer provided plan, such benefits
described herein shall be secondary and not duplicate to those provided under
such other plan during such applicable period of eligibility (such continuation
of such benefits for the applicable period herein set forth shall be hereinafter
referred to as "Welfare Benefit Continuation"). For purposes of determining
eligibility of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have
remained employed until the end of the Employment Period and to have retired on
the last day of such period; and

             (iii)  to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive and/or the Executive's family any
other amounts or benefits required to be paid or provided or which the Executive
and/or the Executive's family is eligible to receive pursuant to this Agreement
and under any plan, program, policy or practice or contract or agreement of the
Company ("Other Benefits").

         (b) Death or Disability.  If the Executive's employment is terminated
             -------------------
by reason of the Executive's death or Disability during the Employment Period,
the Company shall have no further payment obligations to the Executive or his
legal representatives under this Agreement, other than for (i) payment of
Accrued Obligations, Accrued Investments and Other Benefits and (ii) the timely
provision of the Welfare Benefit Continuation; provided, however, that if the
Executive is covered by a Company-provided group disability insurance policy at
the date the

Executive's employment is terminated by reason of the Executive's Disability and
benefits under such policy are not then payable to the Executive pursuant to the
terms of such policy, then the Company shall continue to pay the Executive his
Annual Base Salary in effect at the date of such termination (in accordance with
the customary payroll practices of the Company) until the first to occur of six
months after such termination date or benefits becoming payable to the Executive
under such policy.

         (c) Cause; Other than for Good Reason.  If the Executive's employment
             ---------------------------------
shall be terminated by the Company for Cause or by the Executive without Good 
Reason during the Employment Period, the Company shall have no further payment
obligations to the Executive other than for payment of Accrued Obligations,
Accrued Investments and Other Benefits.

         (d) Reduction to Avoid Excess Parachute Payment.  Notwithstanding the
             -------------------------------------------
other provisions of this Section 5, if any portion of the payments otherwise to
be made to the Executive pursuant to the provisions of this Section 5 would be
considered an "excess parachute payment" under the terms of Section 280G of the
Internal Revenue Code of 1986, as amended (the Code), the amount of cash
otherwise payable to the Executive pursuant to this Section 5 shall be reduced
to the extent (but only to the extent) necessary to cause no portion of the
payments made to the Executive pursuant to this Section 5 to be considered an
"excess parachute payment" under the terms of Section 280G of the Code.

     6.  Full Settlement.  The Company's obligation to make the payments
         ---------------                                                
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, except as
provided in Section 5(a)(ii), such amounts shall not be reduced whether or not
the Executive obtains other employment.  Neither the Executive nor the Company
shall be liable to the other party for any damages in addition to the amounts
payable under Section 5 hereof arising out of the termination of the Executive's
employment prior to the end of the Employment Period; provided, however, that
the Company shall be entitled to seek damages for any breach of Sections 7, 8 or
11.

     7.  Rights to Work Product.
         ---------------------- 

         (a) Work Product.  The Executive and the Company each acknowledge that
             ------------                                                       
during the term of the employment of the Executive by the Company or its
affiliates, whether  prior to the date hereof or during the Employment Period,
the Executive may have discovered, created or developed improvements,
inventions, formulae, ideas, processes, techniques, know-how, methods, cures,
software designs, computer programs, computer models, data and original works of
authorship including, without limitation, inventions, processes, methods and
cures that relate to or arise from the scientific research in which the Company
and its affiliates were, are now, or may hereinafter become engaged, including
but not limited to research relating to circadian rhythms and temporal
neuroendocrine organization (collectively, the "Work Product").  The Executive
agrees that he will promptly and fully disclose to the Company any and all Work
Product generated, conceived, reduced to practice, or learned by the Executive,
either solely or 

jointly with others, that is developed prior to the termination of the
Executive's employment by the Company.

         (b) Rights of Company to Intellectual Property.  The Executive agrees
             ------------------------------------------
that whether or not the services performed by the Executive for the Company or
its affiliates are considered works made for hire or an employment to invent,
all Work Product discovered, created or developed by the Executive, either
solely or jointly with others, during the Executive's employment with the
Company or its affiliates, whether prior to the date hereof or during the
Employment Period, shall be and remain the sole property of the Company and its
assigns. Except as specifically set forth in writing and signed by both the
Company and the Executive, the Executive agrees that the Company shall have all
copyright and patent rights with respect to any Work Product discovered,
created, developed or reduced to practice by the Executive, either solely or
jointly with others, during the Executive's employment with the Company or its
affiliates prior to the date hereof or during the Employment Period.

         (c) Transfer of Rights.  If and to the extent that the Executive may,
             ------------------
under applicable law, be entitled to claim any ownership interest in any Work 
Product that is developed by the Executive, either solely or jointly with
others, during the Executive's employment with the Company or its affiliates,
whether prior to the date hereof or during the Employment Period, the Executive
hereby transfers, grants, conveys, assigns and relinquishes exclusively to the
Company any and all right, title and interest he now owns or may hereafter
acquire in and to such Work Product under patent, copyright, trade secret,
trademark and other law in perpetuity or for the longest period otherwise
permitted by law. The Executive further agrees as to such Work Product to assist
the Company in every reasonable way to obtain and, from time to time, enforce
patents, copyrights, trade secrets and other rights and protection relating to
said Work Product, and to that end, the Executive will execute all documents for
use in applying for and obtaining such patents, copyrights, trade secrets and
other rights and protection with respect to such Work Product as the Company may
desire, together with any assignments thereof to the Company or persons
designated by it. The Executive's obligations to assist the Company in obtaining
and enforcing patents, copyrights, trade secrets and other rights and protection
relating to such Work Product shall continue beyond the termination of the term
of the Executive's employment.

     8.  Confidential Information.
         ------------------------ 

         (a) The Executive acknowledges that the Company and its affiliates have
trade, business and financial secrets and other confidential and proprietary
information (collectively, the "Confidential Information") that includes but is
not limited to (i) the inventions, discoveries, methods, cures, and patent
applications owned by or licensed to the Company or its affiliates, (ii) the
materials and information related to the research, clinical studies, products,
services, contracts, customers, commercialization strategies, development plans
and other financial and business affairs of the Company and its affiliates, and
(iii) any and all Work Product which has or will come into the Executive's
possession or knowledge, disclosure of which to, or use by, third parties would
be damaging to the Company.  As defined herein, Confidential Information shall
not include (i) information that is generally known to other persons or entities
who can obtain economic value from its disclosure or use and (ii) information
required to be disclosed by the Executive pursuant to a subpoena or court order,
or pursuant to a requirement of a 

governmental agency or law of the United States of America or a state thereof or
any governmental or political subdivision thereof; provided, however, that the
                                                   -----------------
Executive shall take all reasonable steps to prohibit disclosure pursuant to
subsection (ii) above.

         (b) The Executive agrees (i) to hold such Confidential Information in
strictest confidence and (ii) not to release such information to any person
(other than Company employees and other persons to whom the Company has
authorized the Executive to disclose such information and then only to the
extent that such Company employees and other persons authorized by the Company
have a need for such knowledge).

         (c) The Executive further agrees not to use any Confidential
Information for the benefit of any person or entity other than the Company.

     9.  Surrender of Materials Upon Termination.  Upon any termination of the
         ---------------------------------------                              
Executive's employment, the Executive shall immediately return to the Company
all copies, in whatever form, of any and all Confidential Information and other
properties of the Company and its affiliates which are in the Executive's
possession, custody or control.

     10. Successors.
         ---------- 

         (a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution.  This Agreement
shall inure to the benefit of and be enforceable by the Executive's legal
representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

         (c) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, "Company" shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.

     11.  Non-Competition.
          --------------- 

          (a) The term of Non-Competition (herein so called) shall be for a term
beginning on the date hereof and continuing until the end of the 36-month period
following the later of (i) termination of the Executive's employment with the
Company, (ii) the date on which the Executive resumes compliance with the terms
of this Section 11 if at any time during the term of Non-Competition he has
failed to comply with this Section 11 and the Company has demanded that he so
comply, or (iii) the date of entry by a court of competent jurisdiction of a
final judgment enforcing the non-competition covenant against the Executive if
the Executive has failed to comply with this Section 11 (as reformed by the
court, if reformed).

          (b) During the term of Non-Competition, the Executive will not (other
than for the benefit of the Company pursuant to this Agreement) directly or
indirectly, individually or as an officer, director, employee, shareholder,
consultant, contractor, partner, joint venturer, agent, equity owner or in any
capacity whatsoever, (i) engage in or promote the research, development,
testing, study or commercialization of methods of treating human and animal
diseases principally based on (A) the science of applying neurotransmitter
modulating drugs on a timed basis to correct abnormalities in the body's
neuroendocrine system or principally based on (B) any other specific research or
science undertaken by or licensed to the Company during the term of the
Executive's employment, for the benefit of the Executive or any other person or
entity located within the Geographic Area which herein shall mean the United
States, Canada, Europe or Israel, or within any other foreign geographic areas
in which the Company or its affiliates, or their partners, licensees, agents,
distributors or contractors, shall be actively marketing or distributing, or
shall be planning to market or distribute, directly or indirectly, any product
or services sold by the Company (a "Competing Business"), (ii) otherwise engage
in or promote any business within the Geographic Area that is principally
engaged in the research or treatment of type II diabetes, obesity, breast cancer
or any other indication with respect to which the Company conducted Phase I, II
or III human clinical trials during the term of the Executive's employment with
the Company (also a "Competing Business"), (iii) hire, attempt to hire, or
contact or solicit with respect to hiring any employee of the Company, or (iv)
call upon, solicit, divert or take away any customers or suppliers of the
Company. Notwithstanding the foregoing, the Company agrees that (A) the
Executive may own less than five percent of the outstanding voting securities of
any publicly traded company that is a Competing Business so long as the
Executive does not otherwise participate in such Competing Business in any way
prohibited by the preceding clause and (B) if the Executive's employment is
terminated by the Company without Cause or by the Executive for Good Reason,
then, after the first anniversary of such termination, nothing contained in this
Section 11(b) shall prevent the Executive from engaging in or promoting the
research, development, testing, study or commercialization of methods of
treating those human and animal diseases with respect to which the Company had
not discovered, created, developed or acquired research or clinical data prior
to such termination. As used in this Section 11(b), "Company" shall include the
Company and any of its affiliates.

          (c) In consideration of this non-competition covenant, the Company
shall pay to the Executive, within ten days after the Date of Termination, an
amount equal to 50% of the Annual Base Salary, and on each of the first and
second anniversaries of the Date of Termination, an amount equal to the Annual
Base Salary. The Company may elect not to make any such payment, in which case
the term of Non-Competition shall lapse.

          (d) The Executive acknowledges that the geographic boundaries, scope 
of prohibited activities, and time duration of the preceding paragraphs are
reasonable in nature and are no broader than are necessary to maintain the
confidentiality and the goodwill of the Company's proprietary technology, plans
and services and to protect the other legitimate business interests of the
Company.

     12.  Effect of Agreement on Other Benefits.  The existence of this
          -------------------------------------                        
Agreement shall not prohibit or restrict the Executive's entitlement to full
participation in the executive compensation, employee benefit and other plans or
programs in which executives of the Company are eligible to participate.

     13.  Miscellaneous.
          ------------- 

          (a) This Agreement shall be governed by and construed in accordance
with the laws of the State of Massachusetts, without reference to principles of
conflict of laws. The captions of this Agreement are not part of the provisions
hereof and shall have no force or effect. This Agreement may not be amended or
modified otherwise than by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

          (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

     If to the Executive:           Robert Powell
     -------------------            59 Rocky Brook Road            
                                    North Andover, MA 01845 
                                    
     If to the Company:             Ergo Science Corporation
     -----------------              Charlestown Navy Yard                      
                                    100 First Avenue          
                                    Charlestown, MA 02129-2051 
                                    
                                    Attention: Chief Executive Officer

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          (c) If any provision of this Agreement is held to be illegal, invalid
or unenforceable under present or future laws effective during the term of this
Agreement, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.

          (d) The Company agrees to attempt to obtain and maintain a director's
and officer's liability insurance policy during the term of the Executive's
employment covering the Executive on commercially reasonable terms, and the
amount of coverage shall be reasonable in relation to the Executive's position
and responsibilities hereunder; provided, however, that such coverage may be
reduced or eliminated to the extent that the Company reduces or eliminates
coverage for its directors and executives generally.

          (e) The Company may withhold from any amounts payable under this
Agreement such Federal, state or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

          (f) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason,
shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.

          (g) The Executive acknowledges that money damages would be both
incalculable and an insufficient remedy for a breach of Section 7, 8 or 11 by
the Executive and that any such breach would cause the Company irreparable harm.
Accordingly, the Company, in addition to any other remedies at law or in equity
it may have, shall be entitled, without the requirement of posting of bond or
other security, to equitable relief, including injunctive relief and specific
performance, in connection with a breach of Section 7, 8 or 11 by the Executive.

          (h) The provisions of this Agreement constitute the complete
understanding and agreement among the parties with respect to the subject matter
hereof.

          (i) This Agreement may be executed in two or more counterparts.

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.

                                       EXECUTIVE

                                            /s/ ROBERT POWELL
                                       ----------------------------------
                                            Robert Powell

                                       ERGO SCIENCE CORPORATION

                                            /s/ J. WARREN HUFF
                                       ----------------------------------   
                                       By:  J. Warren Huff
                                            President

 

Basic Info:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: July 18, 1996
Company: ERGO SCIENCE CORP
State: Delaware

Other info:

Date:

  • 1st day of March , 1996

Organization:

  • Savings and Retirement Plans
  • Welfare Benefit Plans
  • vi Vacation and Holidays
  • Disability of the Executive
  • Employment Period for Cause
  • Notice of Termination
  • e Date of Termination
  • Company for Cause
  • Disability Effective Date
  • Executive 's Annual Base Salary
  • Executive 's Disability
  • b Rights of Company to Intellectual Property
  • c Transfer of Rights
  • Materials Upon Termination
  • Rocky Brook Road North Andover
  • Ergo Science Corporation
  • Board of Directors

Location:

  • Delaware
  • United States of America
  • Canada
  • Europe
  • Israel
  • State of Massachusetts
  • Charlestown

Money:

  • $ 140,000

Person:

  • Robert Powell
  • J. Warren Huff

Percent:

  • five percent
  • 50 %