ex10-1.htm


    
      EXHIBIT
10.1

       

      EMPLOYMENT
AGREEMENT

       

      Amended and Restated as of
March 26, 2009



    THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as
of March 26, 2009 (the “Effective Date”) by
and between K-TRON INTERNATIONAL, INC., a New Jersey corporation (“K-Tron”), and ROBERT
E. WISNIEWSKI (the “Employee”).

     

    K-Tron
and the Employee are parties to an Amended and Restated Employment Agreement
dated as of November 11, 2008 (the “Existing Agreement”),
which provides for the Employee’s employment by K-Tron or another member of the
K-Tron Group (K-Tron and its subsidiaries as they may exist from time to time
are collectively referred to herein as the “K-Tron Group” and
each is sometimes individually referred to herein as a “member” of the K-Tron
Group), upon the terms and conditions therein set forth.

    


    K-Tron
and the Employee desire to amend the Existing Agreement in various
respects.

    


    NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree that
the Existing Agreement is amended and restated as follows:

    


    1. Employment.  K-Tron
agrees that either K-Tron or another member of the K-Tron Group will employ the
Employee, and the Employee hereby accepts such employment and agrees to perform
his duties and responsibilities hereunder, in accordance with the terms,
conditions and other provisions hereinafter set forth.

    


    1.1 Employment
Term.  The employment term under the Existing Agreement, which
amended an Employment Agreement dated February 22, 2008, commenced on February
23, 2008.  The “Employment Term”
under this Agreement commences on the Effective Date and shall continue until
terminated in accordance with Section 8 hereof.

    


    1.2 Duties and
Responsibilities.  During the Employment Term, the Employee
shall be employed by K-Tron or another member of the K-Tron Group, as determined
by K-Tron, and he shall perform all duties and accept all responsibilities
incidental to any position in which he shall be so employed or as may be
assigned to him by the Board of Directors of K-Tron (the “K-Tron Board”) or its
chief executive officer and shall cooperate fully with the K-Tron Board and
K-Tron’s chief executive officer.  If the Employee is employed by
another member of the K-Tron Group, the foregoing reference to the K-Tron Board
and to K-Tron’s chief executive officer shall also be deemed to include the
board of directors and chief executive officer of such other
member.

    


    1.3 Extent of
Service.  During the Employment Term, the Employee shall use
his reasonable best efforts in the business of the member of the K-Tron Group by
which he is employed, and he shall devote substantially his full time, attention
and energy to the business of the member of the K-Tron Group by which he is
employed and to the performance of his services and the discharge of his duties
and responsibilities hereunder.  Except as provided in Section 5
hereof, the foregoing shall not be construed as preventing the Employee from
making investments in other businesses or enterprises or from being engaged in
civic or charitable affairs provided that the Employee agrees not to become
engaged in any other activity which may interfere with his ability to discharge
his duties and responsibilities hereunder to K-Tron or another member of the
K-Tron Group.  The Employee further agrees not to work on either a
part time or independent contractual basis for any other business or enterprise
during the Employment Term without the prior written approval of the K-Tron
Board.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.4 Compensation and
Benefits.

    


    (a) For all
the services rendered during the Employment Term by the Employee hereunder as an
employee of a member of the K-Tron Group, such member of the K-Tron Group by
which he is employed  shall pay the Employee a base salary (“Base Salary”) at an
annual rate not less than $190,000 from the date hereof through May 29, 2009 and
thereafter at an annual rate not less than $240,000, which shall be payable in
installments at such times as such member of the K-Tron Group customarily pays
its other senior level executives (but in no event less often than
monthly).  Such Base Salary may be increased from time to time during
the Employment Term in the sole discretion of the K-Tron Board or any duly
authorized committee thereof, and any such increased salary shall thereafter be
the Employee’s new Base Salary for all purposes of this
Agreement.  Notwithstanding the foregoing, either the K-Tron Board or
K-Tron’s chief executive officer, or the board of directors or chief executive
officer of any other member of the K-Tron Group employing the Employee, shall
have the right at any time or times to reduce the Employee’s Base Salary if such
reduction is generally being made for other officers of K-Tron or of other
members of the K-Tron Group holding comparable positions.  The
Employee shall also be entitled to receive bonus payments in the sole discretion
of the K-Tron Board or any duly authorized committee thereof.

    


    (b) In
addition to such annual salary and bonus payments (if any), the Employee shall
be entitled to a car allowance (“Car Allowance”) of
not less than $12,000 annually, which shall be earned in bi-weekly
installments.  The Employee shall also be entitled to annual paid
vacation of five weeks per year, and he shall also be entitled to participate in
such employee benefit plans of K-Tron as may exist from time to time on the same
basis as other senior level executives of K-Tron.

    


    2. Reimbursement of
Expenses.  The member of the K-Tron Group employing the
Employee shall reimburse the Employee for all ordinary and necessary
out-of-pocket business expenses incurred by him in connection with the discharge
of his duties and responsibilities hereunder during the Employment Term in
accordance with such company’s expense approval procedures then in effect and
upon presentation to such company by the Employee of an itemized account and
written proof of such expenses.  Reimbursable expenses shall include
the Employee’s maintenance of his CPA license and memberships in a reasonable
number of professional associations, such as, but not limited to, the AICPA and
the PICPA.

    


    3. Developments.  The
Employee shall disclose fully, promptly and in writing to K-Tron or to any other
member of the K-Tron Group by which he is employed any and all inventions,
discoveries, improvements, modifications and the like, whether patentable or
not, which he conceives, makes or develops, solely or jointly with others, while
employed by K-Tron  or another member of the K-Tron Group and which
(a) relate to the business, work or activities of any member of the K-Tron Group
or (b) result from or are suggested by the carrying out of his duties hereunder,
or from or by any information which he may receive while employed by K-Tron or
another member of the K-Tron Group.  The Employee hereby assigns,
transfers and conveys to K-Tron or its designee all of his right, title and
interest in and to any and all such inventions, discoveries, improvements,
modifications and the like and agrees to take all such actions as may be
requested by K-Tron at any time with respect to any such invention, discovery,
improvement, modification or the like to confirm or evidence such assignment,
transfer and conveyance. Furthermore, at any time and from time to time, upon
the request of K-Tron, the Employee shall execute and deliver to K-Tron, or to
another member of the K-Tron Group designated by K-Tron, any and all
instruments, documents and papers, give evidence and do any and all other acts
which, in the opinion of counsel for K-Tron, are or may be necessary or
desirable to document such assignment, transfer and conveyance or to enable
K-Tron or such other member of the K-Tron Group to file and prosecute
applications for and to acquire, maintain and enforce any and all patents,
trademark registrations or copyrights under United States or foreign law with
respect to any such inventions, discoveries, improvements, modifications or the
like or to obtain any extension, validation, reissue, continuance or renewal of
any such patent, trademark or copyright. K-Tron or such other member of the
K-Tron Group shall be responsible for the preparation of any such instruments,
documents and papers and for the prosecution of any such proceedings and shall
reimburse the Employee for all reasonable expenses incurred by him in compliance
with the provisions of this Section 3.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Confidential
Information.  The Employee acknowledges that, by reason of his
employment by K-Tron or another member of the K-Tron Group, he will have access
to confidential information of the K-Tron Group, including, without limitation,
information and knowledge pertaining to business strategies, financial
performance, products, inventions, discoveries, improvements, innovations,
designs, ideas, trade secrets, proprietary information, manufacturing,
packaging, advertising, distribution and sales methods, customer and client
lists and relationships between members of the K-Tron Group and dealers,
distributors, sales representatives, wholesalers, customers, clients, suppliers
and others who have business dealings with such members (“Confidential
Information”).  The Employee acknowledges that such
Confidential Information is a valuable and unique asset of K-Tron and the other
members of the K-Tron Group and covenants that, both during and after the
Employment Term, he will not disclose any such Confidential Information to any
person (except as his duties as an employee of K-Tron or another member of the
K-Tron Group may require) without the prior written authorization of the K-Tron
Board.  The obligation of confidentiality imposed by this Section 4
shall not apply to information which appears in issued patents or printed
publications, which otherwise becomes generally known in the industry through no
act of the Employee in breach of this Agreement or which is required to be
disclosed by court order or applicable law.

    


    5. Non-Competition.  During
(a) the Employment Term and (b) for one year thereafter only in the event that
such Employment Term is terminated under any of Section 8.1 (Voluntary
Resignation), 8.2 (Partial or Total Disability) or 8.4 (Cause) hereof, the
Employee shall not, unless acting as an employee pursuant hereto or with the
prior written consent of the K-Tron Board, directly or indirectly, own, manage,
operate, finance, join, control or participate in the ownership, management,
operation, financing or control of, or be connected as an officer, director,
employee, partner, principal, agent, representative, consultant or otherwise
with, or use or permit his name to be used in connection with, any business or
enterprise engaged in the business of designing, engineering, manufacturing,
marketing, selling or distributing feeding, pneumatic conveying or size
reduction equipment, or in any other business then engaged in by K-Tron or any
other member of the K-Tron Group, within (x) any state of the United States or
the District of Columbia or (y) any other country in which K-Tron or any other
member of the K-Tron Group has engaged in any such business within the prior
year or is about to engage in any such business; provided, however, that
notwithstanding the foregoing, this provision shall not be construed to prohibit
the passive ownership by the Employee of not more than 1% of the equity of any
entity which is engaged in any of the foregoing businesses having a class of
securities registered pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”).  In the event that the provisions of this Section 5
should ever be adjudicated to exceed the time, geographic, product or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic, product or other limitations permitted by applicable
law.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6. No
Solicitation.  During (a) the Employment Term and (b) for one
year thereafter only in the event that such Employment Term is terminated under
any of Section 8.1 (Voluntary Resignation), 8.2 (Partial or Total Disability) or
8.4 (Cause) hereof, the Employee shall not, unless acting as an employee
pursuant hereto or with the prior written consent of the K-Tron Board, (x) call
on or solicit, either directly or indirectly, any person, firm, corporation or
other entity who or which is, or within two years prior thereto had been, a
customer of any member of the K-Tron Group, with respect to any matters
involving the designing, engineering, manufacturing, marketing, selling or
distributing of feeding, pneumatic conveying or size reduction equipment or
involving any other business then engaged in by any member of the K-Tron Group,
or (y) knowingly solicit for employment any person who is an employee of any
member of the K-Tron Group (or who was such an employee within six months prior
to any such termination).

    


    7. Equitable
Relief.

    


    7.1 The
Employee acknowledges that the restrictions contained in Sections 3, 4, 5 and 6
hereof are, in view of the nature of the business of K-Tron and the other
members of the K-Tron Group, reasonable and necessary to protect the legitimate
interests of the K-Tron Group, that K-Tron would not have entered into this
Agreement in the absence of such restrictions, that the business of the K-Tron
Group is international in scope and that any violation of any provision of those
Sections could result in irreparable injury to K-Tron and the other members of
the K-Tron Group.

     

    7.2 The
Employee agrees that in the event of any violation of the restrictions referred
to in Section 7.1 above, K-Tron and any other member of the K-Tron Group shall
be entitled to preliminary and permanent injunctive relief, without the
necessity of posting a bond or proving actual damages, and to an equitable
accounting of all earnings, profits and other benefits arising from any such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which K-Tron or any other member of the K-Tron Group may be
entitled.

     

    7.3 The
Employee irrevocably and unconditionally agrees that in the event of any
violation of the restrictions referred to in Section 7.1 above, an action may be
commenced for preliminary and permanent injunctive relief and other equitable
relief in any federal or state court of competent jurisdiction sitting in
Gloucester or Camden County, New Jersey or in any other court of competent
jurisdiction.  The Employee hereby waives, to the fullest extent
permitted by law, any objection that he may now or hereafter have to such
jurisdiction or to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that such suit, action or
proceeding has been brought in an inconvenient forum.  The Employee
agrees that effective service of process may be made upon him by mail under the
notice provisions contained in Section 13 hereof and that all pleadings, notices
and other papers may be served upon him in the same manner.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.4 The
non-competition and non-solicitation provisions of Sections 5 and 6 above shall
be extended by any time period during which the Employee is in violation of any
such provisions.

     

    7.5 The
Employee may provide, and any member of the K-Tron Group may similarly provide,
a copy of Sections 3, 4, 5 and 6 of this Agreement to any business or enterprise
(a) which the Employee may directly or indirectly own, manage, operate, finance,
join, control or participate in the ownership, management, operation, financing
or control of, or (b) with which he may be connected as an officer, director,
employee, partner, principal, agent, representative, consultant or otherwise, or
in connection with which he may use or permit his name to be used; provided, however, that this
provision shall not apply in respect of Sections 5 and 6 of this Agreement after
expiration of the time periods set forth therein.

     

    7.6 The
Employee represents and acknowledges that (a) he has been advised by K-Tron to
consult his own legal counsel in respect of this Agreement and (b) he has had
full opportunity to do so.

     

    8. Termination.

    


    8.1 Voluntary
Resignation.  The Employee may terminate the Employment Term
effective upon not less than 90 days prior written notice to K-Tron. Should the
Employee elect to terminate the Employment Term on this basis, neither K-Tron
nor any other member of the K-Tron Group shall have any liability or obligation
to the Employee hereunder after the date on which the Employment Term ends
except for any earned but unpaid Base Salary and Car Allowance, unpaid bonus
previously awarded by the K-Tron Board or any duly authorized committee thereof
(an “Unpaid Awarded
Bonus”), and any benefits or payments (excluding any other severance
benefits or payments) payable to the Employee under any applicable formal policy
or plan of any member of the K-Tron Group which covers the Employee at the time
of his termination.  For purposes of this Agreement, a termination of
the Employment Term for Good Reason under Section 8.6 below shall not constitute
a termination under this Section 8.1.

     

    8.2 Partial or Total
Disability.  If in the good faith judgment of the K-Tron Board,
based upon the advice of two disinterested physicians, the Employee is unable to
perform his duties and responsibilities hereunder by reason of illness, injury
or incapacity for six consecutive months, or for six months during any 12-month
period, during which time K-Tron or the member of the K-Tron Group actually
employing the Employee at the time of his disability shall continue to
compensate the Employee hereunder (with such compensation to be reduced by the
amount of any payments due the Employee for this time period under any
applicable disability benefit programs, including Social Security disability,
worker’s compensation and disability retirement benefits), the Employment Term
may be terminated by K-Tron.  In the event the Employee is terminated
for disability, neither K-Tron nor any other member of the K-Tron Group shall
have any further liability or obligation to the Employee except for any earned
but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus, and any benefits
or payments (excluding any other severance benefits or payments) payable to the
Employee under any applicable formal policy or plan of any member of the K-Tron
Group which covered the Employee at the termination date of the Employment
Term.  The Employee agrees, in the event of any dispute under this
Section 8.2 and if requested by K-Tron, to submit to a physical examination by
one or more licensed physicians selected by K-Tron, the cost of such
examinations to be paid by K-Tron.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.3 Death.  In
the event that the Employee dies during the Employment Term, the member of the
K-Tron Group actually employing the Employee at the time of his death shall pay
to his executors, administrators or personal representatives, as appropriate, an
amount equal to his then-annual Base Salary which he would otherwise have earned
for the month in which he dies and for three months
thereafter.  Payment of such amount shall be made in a lump sum within
30 days after the Employee’s death.  Thereafter, neither K-Tron nor
any other member of the K-Tron Group shall have any further liability or
obligation hereunder to the Employee’s executors, administrators, personal
representatives, heirs, assigns or any other person claiming under or through
him, except for any earned but unpaid Base Salary and Car Allowance, Unpaid
Awarded Bonus, and any benefits or payments (excluding any other severance
benefits or payments) payable to the Employee under any applicable formal policy
or plan of any member of the K-Tron Group which covered the Employee at the time
of his death.

     

    8.4 For
Cause.  The Employment Term may be terminated at any time by
K-Tron, by action taken in good faith by the K-Tron Board, for “Cause.”  For
purposes of this Agreement, “Cause” shall mean the
failure of the Employee to observe or perform (other than by reason of illness,
injury or incapacity) any of the material terms or provisions of this Agreement
provided that the Employee has been given written notice of such failure and
such failure has continued for 30 days thereafter, dishonesty, disloyalty,
willful misconduct, conviction of a felony or other crime involving moral
turpitude, misappropriation of funds, habitual insobriety, substance abuse,
similar like cause, any action on the part of the Employee involving willful and
deliberate malfeasance or gross negligence in the performance of his duties and
responsibilities hereunder, any other action on the part of the Employee that is
damaging or detrimental in a significant way to any member of the K-Tron Group
or any willful violation by the Employee of a written directive from the K-Tron
Board or K-Tron’s chief executive officer.  Should the Employment Term
terminate pursuant to this Section 8.4, neither K-Tron nor any other member of
the K-Tron Group shall have any liability or obligation to the Employee after
the date on which the Employment Term ends except for any earned but unpaid Base
Salary and Car Allowance, Unpaid Awarded Bonus, and any benefits or
payments  (excluding any severance benefits or payments) payable to
the Employee under any applicable formal policy or plan of any member of the
K-Tron Group which covered the Employee at the termination date of the
Employment Term.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.5 Without
Cause.

     

    (a) K-Tron,
by action of the K-Tron Board, may terminate the Employee’s employment and the
Employment Term at any time without Cause upon 30 days written notice to the
Employee.

     

    (b) Upon
termination by K-Tron without Cause, if the Employee executes and does not
revoke a written Release (as defined below), the Employee shall be entitled to
receive a lump sum payment equal to 100% of the Employee’s then-annual Base
Salary and Car Allowance.  The lump sum payment shall be made within
30 days after the effective date of the Employee’s termination of
employment.  Upon payment, neither K-Tron nor any other member of the
K-Tron Group shall have any further liability or obligation to the Employee
hereunder after the date of termination of the Employment Term except for any
earned but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus, and any
benefits or payments (excluding any other severance benefits or payments)
payable to the Employee under any applicable formal policy or plan of any member
of the K-Tron Group which covered the Employee at the termination date of the
Employment Term.

     

    (c) In order
to receive the payment under subsection (b) above, the Employee must execute and
not revoke a release, in a form acceptable to K-Tron, of any and all claims
against the K-Tron Group and all related parties with respect to all matters
arising out of the Employee’s employment by any member of the K-Tron Group and
the termination thereof (other than claims for any entitlements under the terms
of this Agreement or under any plans or programs of any member of the K-Tron
Group under which the Employee has accrued and is due a benefit) (the “Release”).

     

    8.6 Good
Reason.

     

    (a) The
Employee may initiate a termination of the Employee’s employment and the
Employment Term by resigning for Good Reason (as defined below) in accordance
with this Section 8.6.  Upon resignation by the Employee for Good
Reason, if the Employee executes and does not revoke a written Release, the
Employee shall be entitled to receive a lump sum payment equal to 100% of the
Employee’s then-annual Base Salary and Car Allowance.  The lump sum
payment shall be made within 30 days after the effective date of the Employee’s
termination of employment.  Upon payment, neither K-Tron nor any other
member of the K-Tron Group shall have any further liability or obligation to the
Employee hereunder after the date of termination of the Employment Term except
for any earned but unpaid Base Salary and Car Allowance, Unpaid Awarded Bonus,
and any benefits or payments (excluding any other severance benefits or
payments) payable to the Employee under any applicable formal policy or plan of
any member of the K-Tron Group which covered the Employee at the termination
date of the Employment Term.

     

    (b) For
purposes of this Agreement, before a Change of Control (as defined below),
“Good Reason”
means any action or inaction that constitutes a material breach of this
Agreement by K-Tron or any other member of the K-Tron Group actually employing
the Employee at the time, including the failure of K-Tron or any other such
member of the K-Tron Group to obtain from its successors the express assumption
and agreement required under Section 15.3 hereof.  For purposes of
this Agreement, on and after a Change of Control, “Good Reason”
means:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i) A
material diminution in the Employee’s Base Salary;

     

    (ii) A
material change in the geographic location at which the Employee must perform
services (which, for purposes of this Agreement, means relocation of the
Employee’s principal location of work to any location that is in excess of 50
miles from the location immediately prior to such relocation);

     

    (iii) A
material diminution in the Employee’s authority, duties or responsibilities;
or

     

    (iv) Any
action or inaction that constitutes a material breach of this Agreement by
K-Tron or any other member of the K-Tron Group actually employing the Employee
at the time, including the failure of K-Tron or any other such member of the
K-Tron Group to obtain from its successors the express assumption and agreement
required under Section 15.3 hereof.

     

    In order
for the Employee to terminate employment for Good Reason, the Employee must
provide written notice to K-Tron (or any successor thereto) specifying the event
that constitutes Good Reason within 90 days of the initial occurrence of such
event.  K-Tron (or any successor thereto) shall have 30 days following
the receipt of such notice in which to remedy such event.  If K-Tron
(or any successor thereto) does not remedy such event within such 30-day cure
period, the Employee’s employment must terminate within 60 days after the end of
the 30-day cure period in order for the termination to be on account of Good
Reason.

    


    (c) For
purposes of this Agreement, a “Change of Control”
shall be deemed to have occurred if:

     

    (i) a
liquidation or dissolution of K-Tron or the sale (excluding transfers to
subsidiaries) of all or a substantial majority of the assets of K-Tron or the
K-Tron Group occurs;

     

    (ii) as a
result of a tender offer, exchange offer, stock purchase (excluding a redemption
approved by the K-Tron Board which is not in connection with any of the other
events mentioned in this clause (ii)), other stock acquisition, merger,
consolidation, recapitalization, reverse stock split, sale or transfer of assets
or other transaction, any person or group (as such terms are used in and under
Section 13(d) of the Exchange Act) other than the Employee or a group which
includes the Employee becomes the beneficial owner (as defined in Rule 13-d
under the Exchange Act), directly or indirectly, of securities of K-Tron
representing more than 15% of the common stock of K-Tron or the combined voting
power of K-Tron’s then outstanding securities; or

     

    (iii) during
any period of two consecutive years, individuals who, at the beginning of such
period, constitute the K-Tron Board cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for election by
K-Tron’s shareholders, of at least two-thirds of the directors who were not
directors at the beginning of such period was approved by a vote of at least
two-thirds of the directors then still in office who were either directors at
the beginning of the period or who, in connection with their election or
nomination, received the foregoing two-thirds approval.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.7 Payment in Lieu of Health
Coverage.  Notwithstanding any other provision of this
Agreement, in the event of the termination of the Employment Term by K-Tron
without Cause under Section 8.5 hereof or by the Employee for Good Reason under
Section 8.6 hereof, if the Employee executes and does not revoke a written
Release, K-Tron shall pay the Employee a lump sum cash payment equal to the cost
that would be incurred by the Employee to continue medical and other health care
benefits for the period following the effective date of the Employee’s
termination of employment through the first anniversary of the effective date of
the Employee’s termination of employment, less the cost paid by active K-Tron
employees for comparable coverage.  The lump sum payment shall be paid
within 30 days after the effective date of the Employee’s date of termination of
employment.  The cost of medical and other health care benefits shall
be calculated pursuant to the cost sharing arrangement relating to medical and
other health care benefits in effect between K-Tron and the Employee immediately
before the effective date of the Employee’s termination of
employment.  K-Tron shall also pay to the Employee an amount equal to
the estimated federal, state and local income and FICA taxes on the amount paid
to the Employee under this Section 8.7, on the same payment date as the lump sum
payment described above.

     

    9. Survival.  Notwithstanding
the termination of the Employment Term for any reason whatsoever, the
obligations of the Employee under Sections 3, 4, 5 and 6 hereof shall survive
and remain in full force and effect for the periods therein provided, and the
provisions for equitable relief found in Section 7 hereof shall continue in
force.

    


    10. Mitigation. The
Employee shall not be required to mitigate the amount of any payment or benefit
provided for in this Agreement by seeking other employment or otherwise, and
there shall be no offset against amounts due the Employee under this Agreement
on account of any remuneration attributable to any subsequent or other
employment that the Employee may have or obtain.

     

    11. Arbitration;
Expenses.  In the event of any dispute under the provisions of
this Agreement other than a dispute in which the primary relief sought is an
equitable remedy such as an injunction, the parties shall be required to have
the dispute, controversy or claim settled by arbitration in the City of
Philadelphia, Pennsylvania in accordance with National Rules for the Resolution
of Employee Disputes then in effect of the American Arbitration Association (the
“AAA”) (or, if
no such rules be in effect, then under the regular rules of the AAA), before a
panel of three arbitrators, the first of whom shall be selected by K-Tron, the
second of whom shall be selected by the Employee, and the third of whom shall be
selected by the other two arbitrators.  Any award entered by the
arbitrators shall be final, binding and nonappealable (except as provided by
applicable statutory law), and judgment may be entered thereon by either party
in accordance with applicable law in any court of competent jurisdiction. This
arbitration provision shall be specifically enforceable.  The
arbitrators shall have no authority to modify any provision of this Agreement or
to award a remedy for a dispute involving this Agreement other than a benefit
specifically provided under or by virtue of the Agreement.  If the
Employee prevails on any material issue which is the subject of such arbitration
or lawsuit, K-Tron shall be responsible for all of the fees of the AAA and the
arbitrators and any expenses relating to the conduct of the arbitration
(including K-Tron’s and the Employee’s reasonable attorneys’ fees and expenses).
Otherwise, each party shall be responsible for its or his own expenses relating
to the conduct of the arbitration (including reasonable attorneys’ fees and
expenses) and shall share the fees of the AAA and the arbitrators.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. Withholding.  K-Tron
or the member of the K-Tron Group employing the Employee may withhold from any
payments under this Agreement all federal, state and local taxes as K-Tron or
such member is required to withhold pursuant to any law or governmental rule or
regulation.  Except as otherwise specifically provided herein, the
Employee shall bear all expense of and be solely responsible for, all federal,
state and local taxes due with respect to any payment received under this
Agreement.

    


    13. Notices.  All
notices and other communications hereunder shall be in writing and deemed to
have been given when hand delivered, in person or by a recognized courier or
delivery service, or when mailed by registered or certified mail, return receipt
requested, as follows (provided that notice of change of address shall be deemed
given only when received):

    


    If to
K-Tron, to:

     

    K-Tron
International, Inc.

    Routes 55
and 553

    Pitman,
NJ 08071

    Attention:
Chief Executive Officer

     

    If to the
Employee, to:

     

    Robert
E.  Wisniewski

    601
Meadowview Court

    Maple
Glen, PA 19002

     

    or to
such other name or address as any designated recipient shall specify by notice
to the other designated recipient in the manner specified in this Section
13.  Any communication delivered in another manner shall be deemed
given when actually received by the intended recipient.

    


    14. Governing
Law.  This Agreement shall be governed by and interpreted under
the laws of the State of New Jersey, without giving effect to any conflict of
laws provisions.

    


    15. Contents of Agreement;
Amendment and Assignment.

    


    15.1 This
Agreement sets forth the entire understanding of the parties with respect to the
subject matter hereof, supersedes any prior employment agreement between the
parties (including without limitation, the Existing Agreement) and shall not be
changed, modified or terminated except upon written amendment executed by a duly
authorized officer of K-Tron and the Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    15.2 Employee
acknowledges that from time to time, K-Tron and other members of the K-Tron
Group may establish, maintain and distribute employee manuals or handbooks or
personnel policy manuals, and officers or other representatives of K-Tron or
other members of the K-Tron Group may make written or oral statements relating
to personnel policies and procedures.  Such manuals, handbooks and
statements are intended only for general guidance. No policies, procedures or
statements of any nature by or on behalf of any member of the K-Tron Group
(whether written or oral, and whether or not contained in any employee manual or
handbook or personnel policy manual), and no acts or practices of any nature,
shall be construed to modify this Agreement.

     

    15.3 All of
the provisions of this Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective heirs, executors, administrators,
personal representatives, successors and assigns of the parties hereto, except
that the duties and responsibilities of the Employee hereunder are of a personal
nature and shall not be assignable or delegable in whole or in part by the
Employee.  K-Tron shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) to
all or substantially all of the business or assets of K-Tron, by agreement in
form and substance satisfactory to the Employee, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent that K-Tron
would be required to perform if no such succession had taken place.

     

    16. Severability.  If
any provision of this Agreement or the application thereof to anyone or any
circumstance is held invalid or unenforceable in any jurisdiction, the remainder
of this Agreement, and the application of such provision to such person or
entity or such circumstance in any other jurisdiction or to other persons,
entities or circumstances in any jurisdiction, shall not be affected thereby,
and to this end the provisions of this Agreement are severable.

     

    17. Remedies Cumulative; No
Waiver.  Except as expressly stated herein, no remedy conferred
upon any party by this Agreement is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and in addition to
any other remedy given hereunder or now or hereafter existing at law or in
equity. No delay or omission by any party in exercising any right, remedy or
power hereunder or existing at law or in equity shall be construed as a waiver
thereof, and any such right, remedy or power may be exercised by such party from
time to time and as often as may be deemed expedient or necessary by such party
in its or his sole discretion.

     

    18. Beneficiaries/References.  The
Employee shall be entitled, to the extent permitted under any applicable law, to
select and change a beneficiary or beneficiaries to receive any compensation or
benefit payable under this Agreement following the Employee’s death by giving
K-Tron written notice thereof.  In the event of the Employee’s death
or a judicial determination of the Employee’s incompetence, reference in this
Agreement to the Employee shall be deemed, where appropriate, to refer to the
Employee’s beneficiary, estate or other legal representative.

     

    19. Miscellaneous.  The
masculine pronoun whenever used shall include the feminine and the singular
shall be construed as the plural, where applicable. All section headings are for
convenience only. This Agreement may be executed in several counterparts, each
of which shall be an original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20. Section
409A.

     

    20.1 Section 409A
Compliance.  This Agreement is intended to comply with the
requirements of the “short-term deferral” exemption from section 409A of the
Code or another exemption and shall in all respects be administered in
accordance with section 409A or an exemption.  Notwithstanding
anything in this Agreement to the contrary, all payments upon termination of
employment under this Agreement may only be made upon a “separation from
service” as determined under section 409A.  Each payment under this
Agreement shall be treated as a separate payment for purposes of section
409A.  In no event may the Employee, directly or indirectly, designate
the calendar year of any payment to be made under this Agreement.  All
reimbursements and in-kind benefits provided under this Agreement shall be made
or provided in accordance with the requirements of section 409A of the
Code.

     

    20.2 Payment
Delay.  Notwithstanding anything in this Agreement to the
contrary, if required by section 409A of the Code and if the Employee is a
“specified employee” of a publicly-traded corporation as determined under
section 409A at the time of the Employee’s separation from service, any payments
under this Agreement that are required to be postponed pursuant to section 409A
shall be postponed for a period of six months after the Employee’s separation
from service with K-Tron or a member of the K-Tron Group (or a successor
thereto), as required by section 409A.  The accumulated postponed
amount, with interest as described below, shall be paid in a lump sum payment
within 10 days after the end of the six-month period.  If the Employee
dies during the postponement period prior to the payment of the postponed
amount, the amounts withheld on account of section 409A, with interest, shall be
paid to the personal representative of the Employee’s estate within 60 days
after the date of his death.  If amounts are postponed on account of
section 409A, the postponed amounts will be credited with interest for the
postponement period at the annualized rate of 6%.

     

    IN
WITNESS WHEREOF, K-Tron and the Employee have executed this Agreement as of the
date first above written.

    


    
      
        
          	
                  [Corporate
      Seal]

                  Attest:

                   

                  /s/ Mary E. Vaccara

                  Mary
      E. Vaccara

                  As
      its Secretary

                	
                  K-TRON
      INTERNATIONAL, INC.

                   

                   

                  By: 
      /s/ Edward B.
      Cloues, II

                  Edward
      B. Cloues, II

                  As
      its Chairman and

                  Chief
      Executive Officer

                
	 
      	 
      
	
                   

                   

                  /s/ Andrew T. Boyd

                  Witness

                	
                  EMPLOYEE

                   

                  /s/ Robert E. Wisniewski

                  Robert
      E. Wisniewski